Transfers of Assets and Liabilities Sample Clauses

Transfers of Assets and Liabilities. (a) Prior to the Closing Date, the Parent and M Sub shall effectively sell, transfer, convey and assign (the "Asset Contribution") to the Partnership, (i) all of the Parent's and M Sub's right, title and interest in, to and under the assets, properties, interests in properties and rights of the Parent or M Sub, as the case may be, of every kind, nature and description, whether real, personal or mixed, movable or immovable, tangible or intangible, used in or held for use in the Business, wherever located and listed on Schedule 1.2(a) hereof (the "Purchased Parent Assets") and (ii) all of the Liabilities (other than any Excluded Liabilities) related to the Purchased Parent Assets, on terms and conditions satisfactory to the Purchasers including, without limitation, pursuant to such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment (collectively, the "Conveyance Instruments") as are necessary to sell, transfer, convey and assign to the Partnership the Purchased Parent Assets and such Liabilities.
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Transfers of Assets and Liabilities. Effective the day after the Closing Date, the Buyers or another Affiliate of the Buyers shall assume or retain sponsorship and liability for any Non-U.S. Benefit Plan which is a Transferred Benefit Plan, and Mallinckrodt UK and its Affiliates shall have no further liability or obligation therefor. Prior to the Closing Date, Mallinckrodt UK or its Affiliates shall make all contributions on behalf of Non-U.S. Transferred Employees with respect to all periods prior to the Closing Date and shall, effective as of the Closing Date, cease all contributions in respect of each Non-U.S. Transferred Employee in all Benefits Plan (if permitted under applicable Law) in which such individual is then participating. As of the day after the Closing Date, the Buyers shall, or shall cause one of their Affiliates to, have in effect arrangements to provide such benefits in accordance with applicable Law and the Transferred Benefit Plans.
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Transfers of Assets and Liabilities. Effective the day after the Closing Date, the Buyer or another Affiliate of the Buyer shall assume sponsorship and liability for any Non-U.S. Benefit Plan which is a Transferred Benefit Plan, and the Share Sellers and their Affiliates shall have no further liability or obligation therefor. The Share Sellers shall, effective as of the Effective Time, cease all contributions in respect of each Non-U.S. Transferred Employee in all Benefits Plan (if permitted under applicable Law) in which such individual is then participating. As of the day after the Closing Date, the Buyer or one of its Affiliates shall have in effect arrangements to provide such benefits in accordance with applicable Law and the Transferred Benefit Plans.
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Transfers of Assets and Liabilities. The parties hereto agree that as of the Effective Date, all of the assets of RSC, as detailed on Exhibit A shall be removed from the books of FutureOne and be included on the books of RSC/RTW. The parties hereto agree that as of the Effective Date, all of the Liabilities of RSC, as detailed on Exhibit B shall be removed from the books of FutureOne and be included on the books of RSC/RTW. RSC shall assume all existing contractual obligations to perform future services for customers that may currently be in the name of FutureOne and shall perform such services in such a manner as to prevent customers from taking any actions against FutureOne for non-performance under the contract. In addition RSC shall assume responsibility for any "warranty" work required by customers that relates to work performed for customers by RSC prior to the Effective Date.
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Transfers of Assets and Liabilities 
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Related to Transfers of Assets and Liabilities

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • 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.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Segregation of Assets The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

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