Exchange of Assets. [If only one Party is conveying / transferring Assets, delete Section 1.1. or Section 1.2 (and Exhibit “A-1" and Exhibit “A-2") as appropriate.]
Exchange of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, PARTY A and PARTY B agree to exchange simultaneously the PARTY A Assets for the PARTY B Assets, free and clear of all Liens (except Permitted Liens) (the "Exchange"). PARTY A and PARTY B agree to use all reasonable efforts to structure the Exchange in such a way that, to the extent reasonably possible, it will be a tax free exchange of like-kind assets under Section 1031 of the Code.
Exchange of Assets. No Obligor shall, directly or indirectly, exchange any of its assets except as permitted by Section 6.5, and so long as no Default or Event of Default would exist before or after giving effect thereto, other than:
Exchange of Assets. Upon receipt of instructions as defined herein in Section 3.A, Custodian will exchange, or cause to be exchanged, Assets held by it for the account of Fund for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion, refinancing or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without instructions, Custodian is authorized to exchange securities held by it in temporary form for securities in definitive form, to effect an exchange of shares when the par value of the stock is changed, and upon receiving payment therefor, to surrender Assets held by it at maturity or when advised of earlier call for redemption, except that Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. Upon receipt of "Instructions" as defined in SectionV.A, Custodian will exchange, or cause to be exchanged, Assets of the applicable Portfolio for other Assets issued or paid in connection with any reorganization, recapitalization, merger, consolidation, split-up of shares, change of par value, conversion or otherwise, and will deposit any such Assets in accordance with the terms of any reorganization or protective plan. Without Instruction, and with the understanding that Custodian may deliver or cause to be delivered securities for payment in accordance with the customs prevailing among dealers in securities, Custodian is authorized to (i) exchange Assets held by it in temporary form for Assets in definitive form, (ii) effect an exchange of shares when the par value of the stock is changed, and, (iii) upon receiving payment therefore, surrender bonds or other securities held by it at maturity or when advised of earlier call for redemption. Custodian shall receive instructions prior to surrendering any convertible security.
Exchange of Assets. On the Closing Date, (A) MGE shall transfer to WPSC, and WPSC shall accept from MGE, MGE's entire Interest, free and clear of all Liens, in the Nuclear Plant, and, in exchange, (B) WPSC shall transfer an asset (the "Exchange Asset"), to be designated as set forth below, to MGE. In connection with said transfer the parties shall take account of decommissioning obligations with respect to the Nuclear Plant in accordance with Section 17 below.
Exchange of Assets. 2.5.1. For and in consideration of the conveyance of the STC Assets to HAT and in addition to the assumption of Liabilities by HAT as set forth in Section 2.10, at the Closing HAT agrees to (a) transfer to STC Broadcasting the HAT Non-License Assets and transfer to STC License Company the HAT License Assets, as provided for in Section 2.2, and (b) pay to STC by wire transfer of immediately available funds to an account designated by STC the amount of Twenty-One Million Three Hundred Sixty-Six Thousand Six Hundred and Fifty Dollars ($21,366,650) (the "Cash Consideration"), less (i) any Burlington Financing Amount which is not repaid by STCBV Sub as of the Closing Date, and (ii) plus any adjustments, if any, with respect to the ABC Affiliation Agreement as described in Section 7.5.
Exchange of Assets. 7 2.1. Exchange........................................................................................7 2.2.
Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, Dennis shall exchange, transfer, coxxxx, assign and deliver to NAPTAU, and NAPTAU shall receive, acquire and accept on the Closing Date (as such term is hereinafter defined) all of the right, title and interest of Dennis in and to the Lease, being gxxxxxxly described as a placer mining lease, as the same shall exist on the Closing Date, including, without limitation, all rights relating to or arising out of the mining of the Lease conducted by Dennis, free and clear of all liabixxxxxx, obligations, liens and encumbrances, except as expressly assumed by NAPTAU under Section 2 below.
Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, SHOWCASE shall exchange, transfer, convey, assign and deliver to Top.com, and Top.com xxxxx receixx, xxquire and accept on the Closing Date (as such term is hereinafter defined) all of the rights, title and interest relating to the product lines known as TopListing and Designer Studio in and to the business, assets, goodwill, and rights of SHOWCASE in all or substantially all of its assets, including technology, software, web sites, customer lists, inventory, as specified in the list of Assets attached hereto as Exhibit I (the "Assets & Allocation"), as the same shall exist on the Closing Date, including, without limitation, rights in tradenames, trademarks and copyrights, patent and patent pendings, all rights relating to or arising out of the business conducted by SHOWCASE as they relate to TopListing and Designer Studio under express or implied warranty (as from the suppliers of SHOWCASE with respect to the Assets being transferred to Top.com) , all books xxx xxcords, correspondence and files of or relating to the business or Assets of TopListing and Designer Studio being exchanged with Top.com and all of SXXXXXXX's rights, title and interest in and to each, contract, agreement, purchase order or commitment to which SHOWCASE is a party or in which SHOWCASE has rights (all of such assets are collectively referred to hereinafter as the "Assets"), free and clear of all liabilities, obligations, liens and encumbrances, except as expressly assumed by Top.com under Sectiox 0 xxxow.
