Transferred Sub Clause Samples
Transferred Sub. The Transferred Sub was formed solely for the purpose of serving as general partner of Landlord. The Transferred Sub has not engaged in any business activities or conducted any operations other than in connection with the ownership and leasing of the Atlanta Properties. Except for its ownership interest in the Atlanta Properties, there are no Assets owned by the Transferred Sub that are used in, held for use or useful to the business of the Companies or otherwise. Except for the leases in connection with the Atlanta Properties, and other than the limited liability partnership agreement with Landlord, the Transferred Sub is not directly or indirectly a party to any contract, arrangement or understanding with any of the Companies or any third party.
Transferred Sub. As clarification of the foregoing Sections 2.01, 2.02, 2.03 and 2.04, and notwithstanding any provision of this Agreement to the contrary, the Parties hereby agree and acknowledge that:
(a) Assets and Liabilities of the Transferred Sub set forth on Schedule 2.05(a), and any assets and Liabilities of Transferred Sub not listed on Schedule 2.05(a) that do not relate exclusively to the Business, shall be transferred from the Transferred Sub and assumed by Seller or its Subsidiaries on or before the day preceding the Closing Date, and shall be treated in a manner consistent with the Excluded Assets and Excluded Liabilities for purposes of this Agreement; provided that all Liabilities related to such assets transferred pursuant to this Section 2.05(a) shall be fully paid or otherwise satisfied (or, if not, shall be transferred from Transferred Sub such that Transferred Sub has no further obligation or liability with respect thereto).
(b) Any and all assets and Liabilities of Transferred Sub not set forth on Schedule 2.05(a) that relate exclusively to the Business, subject to Section 2.05(d) below, shall remain assets and Liabilities of the Transferred Sub upon and after the Closing.
(c) Any assets and Liabilities relating to employee benefits of the nature described on Schedule 3.14(d) that the Parties may mutually agree will be transferred or subcontracted by Seller or its Subsidiaries and assumed by Buyer or its Buyer Designee or Transferred Sub shall be assumed assets or Liabilities of Buyer, a Buyer Designee or Transferred Sub, as applicable.
(d) Liabilities of Transferred Sub with respect to any Transferred Sub employees who do not become Transferred Employees shall be fully paid or otherwise satisfied (or, if not, shall be transferred from Transferred Sub such that Transferred Sub has no further obligation or liability with respect thereto) on or before the Closing.
(e) Buyer or its Buyer Designee shall acquire the Transferred Shares at the Closing, at which time the Transferred Sub shall become a wholly owned Subsidiary of Buyer or such Buyer Designee.
Transferred Sub. Except as set forth on Schedule 3.14(d), all of the Liabilities of Transferred Sub under Employee Plans or Employee Agreements with respect to Transferred Employees will survive the Closing pursuant to Applicable Law. The Transferred Sub has complied in all material respects with any material Applicable Laws relating to employment matters.