Divested Assets Sample Clauses

Divested Assets. 2.1 Agreement to Purchase and Assign, Transfer and Convey Divested Assets
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Divested Assets. Notwithstanding anything to the contrary contained herein, the Chatham Assets shall not include any of the assets, property, contracts or rights described on Exhibit F hereto (the "Divested Assets").
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Divested Assets. At Closing, the Purchase Price shall be reduced by the amount (the “Divested Obligations Amount”) of the outstanding accrued Liabilities of any Company arising out of or relating to prior divestitures of assets of the Companies, which amount is set forth on Schedule 3.10, less any amounts actually paid by the Operating Company after the date hereof and prior to Closing with respect to the Divested Obligation Amount. If, at any time after the Closing, a Company receives a release of escrowed or holdback funds or any other payment pursuant to the terms of any agreement relating to such prior divestitures, the Buyer shall remit such funds or payment to the Sellers and to Seller Representative on behalf of the Optionholders within five (5) Business Days of receipt of such released funds or payment; provided, that if the Companies have incurred Damages in excess of the Divested Obligations Amount as of the date of receipt of any such released funds or payment as a result of such prior divestitures that are not addressed in another section of this Agreement the Buyer may offset the released funds or payment remitted to the Sellers by the amount of such excess.
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Divested Assets. The Parties agree that the fair market value of the Divested Assets (as defined in the Plan of Arrangement) is $31,060,759 and agree that the consideration for the Divested Assets to be paid by NewCo to Benachee by the assumption of the Assumed Obligations shall be allocated among the Divested Assets on the basis set forth in Exhibit D hereof and Benachee and NewCo, in filing their respective income tax returns, shall use such allocations.
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Related to Divested Assets

  • 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):

  • 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.

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • 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”):

  • 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”):

  • 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.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

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