Transfer of Transferred Assets and Assumed Liabilities at the Closing Sample Clauses

Transfer of Transferred Assets and Assumed Liabilities at the Closing. Subject to Section 2.5 and, in the case of Information, ARTICLE VI, effective at the Closing, (a) Transferor shall, or shall cause its applicable Subsidiaries to, contribute, convey, assign, transfer and deliver to Issuer, and Issuer shall receive, acquire and take assignment of, all of Transferor’s and its Subsidiaries’ right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and Issuer shall assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities and (b) Issuer shall contribute, convey, assign, transfer and deliver to GPI, and GPI shall receive, acquire and take assignment of, all of Issuer’s right, title and interest in and to the Transferred Assets and GPI shall assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities. For the avoidance of doubt, the obligation of Transferor to transfer, or cause to be transferred, the Leased Real Property will be satisfied by Transferor and GPI entering into, as of the Closing Date, a sublease or lease assignment in the form of one of Exhibits L-1 and L-2, as applicable, with such changes as a Third-Party Landlord may reasonably request and which changes are approved by GPI, and if such changes adversely affect Transferor, approved by Transferor. Prior to receipt of any required Third-Party Landlord consents to such lease assignment and/or sublease, following the Closing, such Leased Real Property and the related Lease will be a Delayed Transfer Asset subject to Section 2.5. Transferor shall use its reasonable best efforts to obtain any Third-Party Landlord consent to any lease assignment or sublease pertaining to Leased Real Property, which is required in order to effect the Transactions; provided that, neither Transferor nor GPI shall enter into or otherwise agree to any modification of the terms of any Lease that is required in order to effect the Transactions (it being understood and agreed that the terms of Exhibits L-1 and L-2 as agreed by Transferor and GPI do not constitute a modification to the terms of any Lease) that would adversely affect the Transferred Business (including due to an increase in rent or other incremental cost to the Transferred Business under such Lease) without the prior written consent of GPI.
Sample 1Sample 2
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Transfer of Transferred Assets and Assumed Liabilities at the Closing. Subject to Section 2.7 and, in the case of Information, Article VI, effective at the Closing, Transferor shall, or shall cause its applicable Subsidiaries to, contribute, convey, assign, transfer and deliver to Buyer or its designated Affiliates, and Buyer or its designated Affiliates shall receive, acquire and take assignment of, all of Transferor’s and its Subsidiaries’ right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer or its designated Affiliates shall assume, and agree to pay, perform, fulfill and discharge when due all of the Assumed Liabilities.
Sample 1

Related to Transfer of Transferred Assets and Assumed Liabilities at the Closing

  • 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 The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • 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:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • 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

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • 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.

  • 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 Xxxxxx 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, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or 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.

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