Transferred Assets; Assumed Liabilities Sample Clauses

Transferred Assets; Assumed Liabilities. Except as set forth in Schedule 6.15 hereto, the transfer from Seller to Buyer of the tangible assets set forth on Schedule 1.1 hereto as part of the Transferred Assets and the customer contracts and distribution contracts that are included in the Assumed Liabilities under this Agreement are the tangible assets and the customer contracts and distribution contracts which Seller uses to operate its business in the K - 12 educational marketplace as that segment has been described and audited in the Special Purpose Audit, other than general non-education oriented contracts of Seller's parent. Notwithstanding anything to the contrary set forth in the Operative Agreements, Buyer's sole remedy for a breach of this Section 6.15 shall be for Seller to add such tangible assets or contracts as additional subject matters of this Agreement, if it is determined that such tangible assets or contracts were inappropriately excluded in breach of this representation. Seller's obligation shall apply to the extent that Buyer provides written notice to Seller and IBM specifically identifying such additional tangible assets or customer contracts or distribution contracts within one year after the Closing Date, and only to the extent that such tangible assets or contracts were actually used in the K - 12 educational marketplace activities of Seller occurring as of the Date of Execution of this Agreement, as that segment has been described and audited in the Special Purpose Audit.
Sample 1
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Transferred Assets; Assumed Liabilities. Buyer and Seller agree that all assets of the Deferred India Business as of the Deferred Transfer Date shall constitute “Transferred Assets” and all Liabilities of the Deferred India Business as of the Deferred Transfer Date shall constitute “Assumed Liabilities.”.
Sample 1
Transferred Assets; Assumed Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, on the Closing Date Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances.
Sample 1
Transferred Assets; Assumed Liabilities 
Sample 1

Related to Transferred Assets; 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):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • 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.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

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