Transfer of Excluded Assets. During the period between the date of this Agreement and the Closing Date, the Parent shall transfer or cause to be transferred all of the Excluded Assets that are owned by a Transferred Fastener Subsidiary to the Parent or any of the Parent's subsidiaries other than a Transferred Fastener Subsidiary. The transfer of the Excluded Assets will not create, give rise to or result in any liability or obligation to the Buyer. The Parent will, on or prior to the Closing Date with respect to any transfer of Excluded Assets that occurs and is consummated on or prior to the Closing Date, pay or cause to be paid or satisfy or cause to be satisfied all liabilities and obligations arising from or otherwise attributable to the transfer of the Excluded Assets.
Transfer of Excluded Assets. Assumption of Excluded Liabilities.
Transfer of Excluded Assets. NextTrip shall, and shall cause the applicable members of the NextTrip Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from NextTrip and the applicable members of the NextTrip Group, all of NextTrip’s and such NextTrip Group member’s respective right, title and interest in and to all Excluded Assets held by NextTrip or a member of the NextTrip Group.
Transfer of Excluded Assets. On or prior to Closing, Sellers shall cause the Acquired Companies to transfer all of the Excluded Assets to Sellers or their designees. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. On or prior to Closing Date, SELLERS shall cause the Acquired Companies to transfer all of the Excluded Assets to a third party, including SELLERS. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. After giving effect to the transfer of the Excluded Assets, the Company shall continue to own all assets presently owned by the Company that are used, held for use or intended to be used primarily in the current Business or that are necessary for the conduct of the Business consistent with past practice.
Transfer of Excluded Assets. (a) Between the date hereof and the Closing Date, MILN shall transfer to MH or his designee (the "Transferee") the following as of 12:01 a.m. on the Closing Date (collectively, the "Excluded Assets") :
Transfer of Excluded Assets. (a) Seller shall, prior to the Closing Date, (A) cause the Company to (i) transfer the Seller Office Building, the Corpus Christi Property and the 5151 Gasmer Property to Seller or other designees of Seller, in each case on an AS IS, WHERE IS basis pursuant to a Deed or other instrument of assignment approved by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed) in which the Company provides neither a warranty of title nor any warranty of condition or habitability and (ii) distribute to Seller the Vehicles on an AS IS, WHERE IS basis pursuant to an instrument of assignment approved by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed) in which the Company provides neither a warranty of title nor any warranty of condition and (B) otherwise cause the Target Companies to transfer all other Excluded Assets to Seller or its Affiliates. For U.S. federal income tax purposes, the Company’s transfer of the Excluded Assets shall be treated as a distribution to Seller in accordance with a plan of liquidation that also relates to and includes the deemed distribution to Seller arising as a result of the Section 338(h)(10) Election, in accordance with Treasury Regulations Section 1.338(h)(10)-1(d)(4).
Transfer of Excluded Assets. The Indiana Excluded Assets and the Kentucky Excluded Assets shall be held by Comcast and/or Comcast’s Affiliates other than Comcast Phone Kentucky and Comcast Phone Indiana, and Comcast shall have taken all reasonable actions to obtain any State PUC Consents required for such transfers or assignments.
Transfer of Excluded Assets. SpinCo shall, and shall cause the applicable members of the SpinCo Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from SpinCo and the applicable members of the SpinCo Group, all of SpinCo’s and such SpinCo Group member’s respective right, title and interest in and to all Excluded Assets held by SpinCo or a member of the SpinCo Group (it being understood that if any Excluded Asset shall be held by a Person all of the outstanding equity interests of which is included in the Excluded Assets to be Transferred pursuant to this Section 2.02(a)(ii), such Excluded Asset may be considered to be so Transferred to the Company as a result of the Transfer of all of the equity interests in such Person from SpinCo or the applicable member(s) of the SpinCo Group to the Company or the applicable Company Designee).
