Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of Company and to the other terms and conditions contained herein (including the condition that each Acquired Series shall distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 9(h) herein), Company agrees to assign, convey, transfer and deliver to the Acquiring Series, and the Acquiring Series agree to acquire from Company on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of Company in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of Company transferred to the Acquiring Series, as provided in Section 4, less the liabilities of Company assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. The Company hereby agrees to sell, assign, transfer, convey and deliver to the Buyer, and Buyer agrees to purchase from the Company, at the Closing (as hereinafter defined), all of the Assets, on the terms and subject to the conditions set forth in this Agreement (the "Sale"). For purposes of this Agreement, "Assets" shall mean the properties, rights, interests and other assets of the Company and its Subsidiaries (wherever located) set forth on Schedule 1.1. Notwithstanding anything contained herein to the contrary, the Excluded Assets (as defined herein) are specifically excluded from the Assets and shall be retained by the Company. In addition, upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Buyer shall assume the Assumed Liabilities. For purposes of this Agreement, the "Assumed Liabilities" mean those obligations and liabilities of the Company set forth on Schedule 1.1. Except for the Assumed Liabilities, Buyer shall not be required to assume, and shall not assume, any liability or obligation of the Company or any of its Subsidiaries of any nature, and Buyer shall specifically not assume, or otherwise be responsible for, any Excluded Liabilities.
Sale of Assets Assumption of Liabilities. On the Closing Date, in reliance upon the covenants, representations and warranties contained herein and subject to the terms and conditions hereof:
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of CGST and to the other terms and conditions contained herein (including the obligation of CGST to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(i) herein), CGST agrees to sell, assign, convey, transfer and deliver to the Acquiring Series, and the Acquiring Series agrees to acquire from CGST on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of CGST in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of CGST transferred to the Acquiring Series, as provided in Section 4, less the liabilities of CGST assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of FHIT and to the other terms and conditions contained herein (including the condition that each Acquired Series shall distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 9(h) herein), FHIT and the Acquired Series agree to assign, convey, transfer and deliver to NIF III and the Acquiring Series, and NIF III and the Acquiring Series agree to acquire from FHIT and the Acquired Series on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of FHIT in exchange for that number of full and fractional Acquiring Series Shares of the corresponding Acquiring Series having an aggregate net asset value equal to the value of all assets of FHIT transferred to the Acquiring Series, as provided in Section 4, less the liabilities of FHIT assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 2.4 below), Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Business as a going concern, including all of Seller's assets of every kind and description, other than the Excluded Assets (as defined in subsection (b) below) (the "Purchased Assets"), and subject only to the liabilities and obligations of Seller which are defined in subsection (c) as the "Assumed Contracts". The Purchased Assets shall include, without limitation, the following assets and properties of the Business:
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of CTEMT and to the other terms and conditions contained herein (including the obligation of CTEMT to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(i) herein), CTEMT agrees to sell, assign, convey, transfer and deliver to the Acquiring Series, and the Acquiring Series agrees to acquire from CTEMT on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of CTEMT in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of CTEMT transferred to the Acquiring Series, as provided in Section 4, less the liabilities of CTEMT assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. 1.1 Seller does hereby irrevocably SELL, ASSIGN, TRANSFER, AND DELIVER unto Buyer, its successors and assigns, all of Seller’s right, title, and interest, in and to all assets used by Seller in the Business on the date hereof, including without limitation those assets set forth on Schedule 1.1 hereto (collectively, the “Assets”).
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of CGOF and to the other terms and conditions contained herein (including the obligation of CGOF to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(i) herein), CGOF agrees to sell, assign, convey, transfer and deliver to TCG and the Acquiring Series, and TCG and the Acquiring Series agree to acquire from CGOF on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of CGOF in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of CGOF transferred to the Acquiring Series, as provided in Section 4, less the liabilities of CGOF assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. A. Argentine Assets
