TRANSFER OF ASSETS AND CONTRACTS Sample Clauses

TRANSFER OF ASSETS AND CONTRACTS. ASSUMPTION OF LIABILITIES RELATED ------------------------------------------------------------------- TO CONDUCT OF SERANOVA BUSINESS. -------------------------------
Sample 1
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TRANSFER OF ASSETS AND CONTRACTS. Prior to the Closing, ADI shall -------------------------------- transfer to Stockholders or their designee(s) the properties and assets set forth on Schedule 4.08, such transfer to take effect as of the Closing Date. In addition, prior to the Closing, ADI shall either (a) attempt to cancel the contracts and agreements set forth on Schedule 4.08 and to cause the other parties to such contracts or agreements to enter into a similar contract or agreement with OmniHealth Management Services, Inc. ("Omni") or another entity designated by Stockholders, or (b) if appropriate, attempt to modify such contracts or agreements to delete provisions applicable only to ADI's billing and collection business and to enter into new contracts or agreements with Omni or another entity designated by Stockholders with respect to such matters, any such action to be effective as of the Closing Date. Any contract or agreement which cannot be so canceled or modified but which, by its terms, may be assigned shall be assigned to Omni or another entity designated by Stockholders. In the event that the contracts and agreements set forth on Schedule 4.08 are not canceled, modified or assigned as set forth above as of the Closing Date, Stockholders and Purchaser shall use their collective best efforts to effect such cancellation, modification or assignment as promptly as practicable after the Closing Date. To the extent that any such contract or agreement is not so canceled, modified or assigned prior to the Closing Date, Purchaser shall (i) use its best efforts to provide to Omni or another entity designated by Stockholders the benefits of such contract or agreement, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Omni or such other entity, and (iii) enforce for the account of Omni or such other entity any rights of Omni or such other entity arising in respect of such contract or agreement against any third party (including the right to elect to terminate any such contract or agreement in accordance with the terms thereof), all at the expense of Omni or such other entity.
Sample 1
TRANSFER OF ASSETS AND CONTRACTS. Where the Contractor is supplying equipment to DRS or has entered into a contract specifically to be able to provide the Services:
Sample 1

Related to TRANSFER OF ASSETS AND CONTRACTS

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

  • 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.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • 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 Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • 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:

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • 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:

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