Transferred Assets Clause Samples
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Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):
(1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”);
(2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”);
(3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”);
(4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and
(5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sell...
Transferred Assets. (i) From the Original Closing Date to the Amended and Restated Closing Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Original Closing Date and in existence on any Business Day on or after the Original Closing Date and prior to the Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”).
(ii) Commencing on the Amended and Restated Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Amended and Restated Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to...
Transferred Assets. The information contained in Schedule A is true, correct and complete in all material respects as of each such Conveyance Date.
Transferred Assets. For purposes of this Agreement, the term “Transferred Assets” shall mean the following assets, properties and rights of the Seller, other than the Excluded Assets:
Transferred Assets. As of each Purchase Date, Schedule A is an accurate and complete listing of all the Transferred Assets hereunder as of such Purchase Date and the information contained therein with respect to the identity of such Transferred Assets and the amounts owing thereunder is true and correct as of the related Purchase Date.
Transferred Assets. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Goodyear shall, and shall cause the relevant Goodyear Group Members to, sell, assign, convey and transfer (and assent to such sale, assignment, conveyance and transfer) to SRI or an SRI Assignee, as applicable, and SRI or such SRI Assignee, as applicable, shall acquire from Goodyear or the relevant Goodyear Group Member, as applicable, all right, title and interest in and to the following assets, properties and rights of Goodyear or another Goodyear Group Member to the extent such assets, properties and rights exist as of the Closing Date (collectively, the “Transferred Assets”; provided, that Additional Transferred Trademarks shall not constitute Transferred Assets for purposes of the representations and warranties given in Article III herein), in each case free and clear of any Liens (other than Permitted Liens) and in consideration for the portion of the Aggregate Purchase Price allocated to such Transferred Asset pursuant to and in accordance with Section 4.15(e)(i):
(i) the Business Goodwill;
(ii) the (A) Transferred Dunlop Trademarks, together with the goodwill symbolized by the Transferred Dunlop Trademarks; (B) Additional Transferred Trademarks, together with the goodwill symbolized thereby; (C) the Internet domain names listed in Section (C) on Schedule 2.2(a)(ii) (which shall, for the avoidance of doubt, exclude any such domain names relating to the Dunlop motorcycle tires); (D) the design rights in the tread patterns and sidewall patterns listed in Section (D) on Schedule 2.2(a)(ii); and (E) the Patents listed in Section (E) on Schedule 2.2(a)(ii) (all claims, causes of actions and defenses relating to the enforcement of the items set forth the foregoing (A), (B), (C), (D), and (E), and any and all rights to sue for past, present and future misappropriation, infringement or other violation thereof, other than the Retained Claim Rights (collectively, the “Transferred IP”));
(iii) the Purchased Inventory; provided that the assignment, conveyance and transfer of European Inventory shall occur at the termination of the Transition License Agreement in accordance with the terms thereof, and the payment for European Inventory pursuant to this Article II shall constitute only a prepayment for the purchase of such Inventory under the Transition License Agreement;
(iv) the DNA (Housemarks) Limited Shares, in accordance with Section 2.3;
(v) the SP Brand Holdin...
Transferred Assets. If the examination involves a plan with Transferred Assets and the Service determines that no new incidents of the failures that relate to the Transferred Assets occur after the end of the second plan year that begins after the corporate merger, acquisition, or other similar employer transaction, the sanction under Audit CAP will not exceed the sanction that would apply if the Transferred Assets were maintained as a separate plan.
Transferred Assets. The term “Transferred Assets” means plan assets that were received, in connection with a corporate merger, acquisition, or other similar employer transaction, by the plan in a transfer (including a merger or consolidation of plan assets) under § 414(l) from a plan sponsored by an employer that was not a member of the same controlled group as the Plan Sponsor immediately prior to the corporate merger, acquisition, or other similar employer transaction. If a transfer of plan assets related to the same employer transaction is accomplished through several transfers, then the date of the transfer is the date of the first transfer.
Transferred Assets. On the terms and subject to the conditions contained in this Agreement, at Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under the following Transferred Assets:
Transferred Assets. Upon the terms and subject to the conditions of this Agreement (including with respect to the timing of the transfer and/or delivery of certain Transferred Assets, and including Sections 4.01 and 6.12), at and effective as of 12:01 a.m. Pacific time on the License Termination Date (the “Transfer Time”), Merck Serono shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to BioMarin, and BioMarin shall purchase and accept from Merck Serono (or such Affiliates), all of Merck Serono’s (and such Affiliates’) right, title and interest in and to all assets, properties and rights of every nature, kind and description, wherever located and whether now existing or hereafter acquired prior to the Transfer Time, [*] related to, [*] used or [*] held for use in the Product Business or otherwise specifically listed or described below (collectively, the “Transferred Assets”), free and clear of any Encumbrances:
(a) all rights and interests of Merck Serono and its Affiliates to or in all Regulatory Approvals, the Transferred Clinical Trial Authorizations and the Transferred Orphan Designations, all rights in the Existing Clinical Trials and all other applications, submissions, requirements, and/or commitments relating to the Products,;
(b) the Inventory, owned as of the Transfer Time by Merck Serono or any of its Affiliates that have not been sold to a wholesaler or distributor (“Transferred Inventory”);
(c) the Product Records, the Regulatory Documentation and the Product Promotional Materials;
(d) all rights and interests of Merck Serono and its Affiliates under the Contracts set forth on Schedule 3.01(d) (and such other Contracts of Merck Serono or its Affiliates related to the Product Business identified in writing by BioMarin to Merck Serono within [*] days after the Agreement Date, which Contracts, subject to Merck Serono’s approval (not to be unreasonably withheld, conditioned or delayed), shall be added to Schedule 3.01(d)) (all such Contracts, the “Assigned Contracts”);
(e) the Transferred Intellectual Property, including the rights to enforce the same for past, present and future infringements or other violations thereof and any goodwill related to such assets;
(f) the website(s) associated with the Transferred Domain Names, and all TCP/IP addresses, the source code controlled by Merck Serono or its Affiliates related to the operation thereof and all text, graphics, images, data, audio files, video files and other content ...