Conveyance of Assets; Assumption and Discharge of Liabilities Sample Clauses

Conveyance of Assets; Assumption and Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the other Transaction Documents, and except to the extent previously effected pursuant to the Internal Restructuring, upon the terms and subject to the conditions set forth in this Agreement, effective as of the Business Transfer Time:
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Conveyance of Assets; Assumption and Discharge of Liabilities. Generally, subject to the terms and conditions contained in the Separation Agreement, to the extent not already completed pursuant to an internal reorganization: • Citrix and its subsidiaries will transfer to GetGo assets related to the GoTo Business, and GetGo or a GetGo designee will assume all of the liabilities related to the GoTo Business; • GetGo and its subsidiaries will transfer to Citrix assets to be excluded from the GoTo Business, and Citrix or a Citrix designee will assume all of the liabilities to be excluded from the GoTo Business; • Citrix will retain assets and liabilities that are not transferred to, or assumed by, GetGo or a GetGo designee in the Separation; and • following the Distribution, if Citrix or GetGo receives or comes to possess any asset (including any receipt of payments pursuant to contracts or proceeds from accounts receivable) or liability that is allocated to the other party pursuant to the Separation Agreement or any ancillary agreement, then the applicable party will transfer such misallocated asset or liability to the party entitled thereto. Table of Contents The assets to be transferred or assigned to GetGo include, among other things, the following assets of Citrix (other than excluded assets described below): • all interests in the capital stock of, or any other equity interests in, certain subsidiaries of Citrix that are contemplated to be owned by GetGo immediately prior to the Distribution; • all intellectual property that is exclusively related to, exclusively used in or exclusively held for use in the GoTo Business; • all contracts to which GetGo or Citrix or any Citrix subsidiary is a party as of immediately prior to the Distribution that are exclusively related to the GoTo Business, and any rights or claims arising thereunder; • with respect to any contract entered into prior to the Distribution to which Citrix or any of its subsidiaries is a party that relates to both the GoTo Business and the Citrix business, all contracts for the benefit of GetGo into which such shared contracts are separated pursuant to and in accordance with the Separation Agreement; • certain real property leased or owned by Citrix or its subsidiaries which Citrix and LMI have identified and agreed are related to the GoTo Business; • all rights, claims, credits, causes of action or rights of set-off against persons other than Citrix and its subsidiaries to the extent relating to the GoTo Business or the assets to be transferred to GetGo ...
Sample 1

Related to Conveyance of Assets; Assumption and Discharge of Liabilities

  • Satisfaction and Discharge of Indenture This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

  • Satisfaction and Discharge of Indenture Unclaimed Moneys Section 9.01. Satisfaction and Discharge of Indenture........................42 Section 9.02. Application by Trustee of Funds Deposited for Payment of Securities..................................................46 Section 9.03. Repayment of Moneys Held by Paying Agent.......................46 Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years........................................46

  • The Notes Satisfaction and Discharge of Indenture Section 4.01. The Notes; Increase of Maximum Variable Funding Balance; Variable Funding Notes. (a) The Term Notes shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Class A Notes as set forth in Section 4.06 herein in minimum initial Security Balances of $100,000 and integral multiples of $1 in excess thereof. The Capped Funding Notes will be issued as definitive notes in fully registered form in minimum initial Security Balances of $10,000 and integral multiples of $1 in excess thereof, together with any additional amount necessary to cover (i) the aggregate initial Security Balance of the Capped Funding Notes surrendered at the time of the initial denominational exchange thereof (with such initial Security Balance in each case being deemed to be the Security Balance of the Capped Funding Notes at the time of such initial denominational exchange thereof) or (ii) the aggregate initial Security Balance of any Capped Funding Notes issued in an exchange described in subsection (d) below. The Indenture Trustee may for all purposes (including the making of payments due on the Notes) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Term Notes for the purposes of exercising the rights of Holders of Term Notes hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Term Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08, Beneficial Owners shall not be entitled to definitive certificates for the Term Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Term Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Term Note may be transferred by the Depository except to a successor Depository that agrees to hold such Note for the account of the Beneficial Owners.

  • Satisfaction and Discharge of Indenture; Defeasance (a) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series.

  • Defeasance and Discharge of Indenture The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

  • Satisfaction and Discharge This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

  • Title, Conservation and Disposition of REO Property (a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee, on behalf of the Certificateholders.

  • Merger Consolidation and Disposition of Assets None of the Borrower, any Guarantor, any Operating Subsidiary or any wholly-owned Subsidiary will:

  • Suspension and Discharge An employee who has not completed the probationary period may be released without appeal through the grievance procedure. Employees having successfully completed their probationary period shall only be disciplined or discharged for just cause. Prior to suspending or discharging an employee, provided they have completed their probationary period, such employee and the Union Xxxxxxx shall be given the reasons in writing, by the Employer, for the suspension or discharge.

  • Limitation on Liability; Termination, Release and Discharge (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

Time is Money Join Law Insider Premium to draft better contracts faster.