Distributed Assets Sample Clauses

Distributed Assets. NRC hereby distributes, assigns, transfers and conveys to GPUS, and, GPUS hereby accepts the distribution, assignment, transfer and conveyance from NRC, with effect as of the Closing, all right, title and interest in and to the assets set out in Schedule A (the "Distributed Assets").
Sample 1
AutoNDA by SimpleDocs
Distributed Assets. GPUS hereby distributes, assigns, transfers and conveys to AMB, and, AMB hereby accepts the distribution, assignment, transfer and conveyance from GPUS, with effect as of the Closing, all right, title and interest in and to the assets as set out in Schedule A (the "Distributed Assets").
Sample 1
Distributed Assets. Prior to the Closing, the Transferred Companies will distribute to their shareholders all cash and all other assets of any of the Transferred Companies as set forth in Section 4.07 of the Disclosure Schedule (“Distributed Assets”), in each case pursuant to documentation reasonably satisfactory to Purchaser.
Sample 1
Distributed Assets. The Company shall have Transferred the Distributed Assets.
Sample 1
Distributed Assets. The capital stock of RE&C Receivables ----------- ------ Corporation; any cash of the RECI Subsidiaries held as of the close of business on the Cut-Off Date that is not Restricted Cash; except as otherwise provided in the Indemnified Project Subcontracts referred to in Section 4.2(f), all assets and liabilities related to the Indemnified Projects (as defined in Section 4.2(f)); and the other assets identified on Schedule 1.4(l); if any of the foregoing is not -------- ------ owned by RECI as of the date of this Agreement it will be transferred by the applicable RECI Subsidiary to RECI prior to the Closing (collectively, the "Distributed Assets"); ----------- ------
Sample 1

Related to Distributed Assets

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

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