Transfer of Assets and Assumed Liabilities Sample Clauses

Transfer of Assets and Assumed Liabilities. The Assets shall be sold, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, free and clear of any third party claims, in such form as is necessary and appropriate to effect a conveyance and in such form reasonably satisfactory to BUYER and SELLER.
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Transfer of Assets and Assumed Liabilities. (a) At the Closing, Sellers shall effect the sale, conveyance, assignment, transfer and delivery of the Assets to Purchaser by delivering to Purchaser or its designees documents of assignment and transfer as are reasonably necessary to vest in Purchaser good and valid title to the Assets, free and clear of all Encumbrances, except the Assumed Liabilities, in form and substance reasonably acceptable to the parties, collectively, the "INSTRUMENTS OF ASSIGNMENT".
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Transfer of Assets and Assumed Liabilities. The sale, conveyance, assignment, transfer and delivery of the Assets and Assumed Liabilities pursuant to the terms hereof shall be effected by:
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Transfer of Assets and Assumed Liabilities. Immediately prior to the Closing, and as a condition precedent thereto, the Company shall assign, convey and transfer (the "Transfer") to LLC all of the Company's right, title and interest in the Assets and the Assumed Liabilities, and LLC shall acquire the Assets and assume the Assumed Liabilities. The Transfer shall include, but not be limited to, the following assignments, conveyances and transfers:
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Transfer of Assets and Assumed Liabilities. USG North Texas shall have been liquidated and terminated, the Assets and Assumed Liabilities of USG North Texas shall have been transferred to the Assignor and the Assignor shall have provided to the Company such evidence of the same as the Company shall reasonably request.
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Transfer of Assets and Assumed Liabilities. On the Closing Date (as defined in Section 1.3), Transferor shall transfer, convey, and assign, upon the terms and subject to the conditions set forth in this Agreement, to Transferee, and Transferee shall receive and assume from Transferor, all the Transferred Assets as set forth in Section 1.2 herein. To effect the terms of this Agreement, Transferor and Transferee will execute the Xxxx of Sale, Assignment and Assumption Agreement in the form attached as Schedule 1.1(a), and a deed with respect to the Real Property (as defined below) in the form attached as Schedule 1.1(b).
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Transfer of Assets and Assumed Liabilities. (a) At the Closing, Seller shall effect the sale, conveyance, assignment, transfer and delivery of the Assets to Purchaser by delivering to Purchaser or its designee each of the following: (i) a duly executed xxxx of sale, substantially in the form of Exhibit 3 hereto (the "Xxxx of Sale"); (ii) a duly executed assignment of real property leases with respect to the leased Real Property, substantially in the form of Exhibit 4 hereto (the "Lease Assignment"); (iii) a duly executed assignment and assumption agreement relating to the Assumed Contracts, Permits and other Assets, substantially in the form of Exhibit 5 hereto (the "General Assignment"); (iv) a duly executed assignment of Seller Rights, substantially in the form of Exhibit 6 hereto (the "Seller Rights Assignment"); and (v) such other good and sufficient instruments of conveyance and transfer (collectively, the "Other Instruments" and, together with the Xxxx of Sale, the General Assignment, the Lease Assignment and Seller Rights Assignment, the "Instruments of Assignment") as are reasonably necessary to vest in Purchaser good and valid title to the Assets, free and clear of all Encumbrances, except the Assumed Liabilities.
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Transfer of Assets and Assumed Liabilities. In the event that the legal interest in any of the Assets, Assumed Contracts or Assumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as of the Effective Time because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in the Assets, Assumed Contracts or Assumed Liabilities shall not be sold, assigned, transferred or conveyed. The Seller and the Buyer shall use commercially reasonable best efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable. If any such consent shall not be obtained, the Seller shall provide for Buyer the benefits intended to be assigned to Buyer under the relevant Assets or Assumed Contracts and the obligations intended to be transferred under the Assumed Liabilities, including enforcement at the cost and for the account of Buyer of any and all rights of the Seller against the other party thereto arising out of the breach thereof by such other party or otherwise. Buyer agrees that to the extent that Buyer proceeds in consummating the closing of the transactions contemplated hereby and the foregoing provisions of this Section 2.11 are necessary that, (i) no reduction of the Purchase Price shall occur relating to the operation of this Section 2.11, (ii) Buyer shall be deemed to have waived the conditions precedent under Section 9.1 related to the foregoing, and (iii) Buyer shall not be entitled to any recovery based on the breach of any representation or warranty or covenant (subject to compliance with this Section 2.11 and Section 7.1) of the Seller which may be implicated by proceeding under this Section 2.11.
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Transfer of Assets and Assumed Liabilities 
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Related to Transfer of Assets and Assumed Liabilities

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

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