Transfer of Certain Assets. At least 30 days prior to Closing, Seller shall provide Buyer with a true and correct list (the “Contract List”) of each Contract and Permit to which Seller or any of its Affiliates is a party (other than Shared Contracts) which is necessary for the continued operation of the Company Assets immediately after Closing. At or prior to the Closing, Seller shall or shall cause its Affiliates to use their reasonable best efforts to transfer and assign to the Companies all Contracts listed in the Contract List, Permits and other assets necessary for the continued operation of the Company Assets immediately after Closing, to the extent assignable or, in the case of Permits, shall reasonably assist Buyer in obtaining replacement Permits in the name of Buyer, including all Seller Material Contracts, except for assets to be made available pursuant to the Transition Services Agreement, to the extent such agreement is entered into pursuant to Section 6.27, and except for any Contract which prior to the Closing Buyer instructs Seller in writing not to transfer and assign to a Company.
Transfer of Certain Assets. Except as may be otherwise contemplated in connection with the Alignment Transactions, effective as of the Separation Date, (a) UtiliCorp shall, or shall cause the relevant member of the UtiliCorp Group to, Transfer to Aquila or, at Aquila's direction, another member of the Aquila Group all of the right, title, and interest of UtiliCorp or such member of the UtiliCorp Group in and to all Aquila Assets that are owned, in whole or in part, by a member of the UtiliCorp Group, as the same shall exist on the Separation Date or on such later date as a particular Transfer may occur, at net book value, and (b) Aquila shall, or shall cause the relevant member of the Aquila Group to, Transfer to UtiliCorp or, at UtiliCorp's direction, another member of the UtiliCorp Group all of the right, title, and interest of Aquila or such member of the Aquila Group in and to all UtiliCorp Assets that are owned, in whole or in part, by a member of the Aquila Group, as the same shall exist on the Separation Date or on such later date as a particular Transfer may occur, at net book value.
Transfer of Certain Assets. Each of Duke, Cinergy and the Company shall, and shall cause each of their subsidiaries to, use their reasonable best efforts prior to the Closing to obtain all consents and approvals necessary to distribute at the Closing, or as soon as reasonably possible thereafter, the generation stations set forth on Section 4.08 of the Duke Disclosure Letter, (together the "Transferred Assets") to the Company and subsequently to contribute the Transferred Assets to The Cincinnati Gas & Electric and shall effect such distribution and contribution as promptly as practicable following the Cinergy Effective Time, subject to the receipt of all such necessary consents and approvals.
Transfer of Certain Assets. Upon reasonable advance written notice to Service Provider and as may be more specifically set forth in the Transition Plan, the Department (or its alternative service provider) may, at a mutually agreeable time in advance of Cut-Over:
Transfer of Certain Assets. Prior to the Closing Date, Sellers shall cause the Acquired Companies to transfer, assign and convey to entities other than the Acquired Companies their right, title and interest in and to all of the assets identified on Schedule 6.10 and all liabilities related thereto.
Transfer of Certain Assets. Upon reasonable advance written notice to Service Provider and as may be more specifically set forth in the Migration and Interim Services Plan, Department may, upon termination: Assume Service Provider’s lease for the facility in Tallahassee, Florida where the Services were provided on the date of the termination (“Tallahassee Center”), provided such lease is assignable to Department and Department agrees in writing to be bound by the terms and conditions of such lease. Acquire any equipment and hardware in the Tallahassee Center which Service Provider owns, which is dedicated to provide the Services and for which Department pays Service Provider the unamortized costs as set forth in the schedule identified in subsection E below. Employ any Service Provider employees in the Tallahassee Center which are dedicated to provide the Services, notwithstanding the provisions of 3.4.1, provided such employees consent. Acquire any other hardware which Service Provider owns and which is dedicated to provide the Services, provided Department pays Service Provider the unamortized costs for such hardware as set forth in the schedule identified in subsection E below.
Transfer of Certain Assets. Seller shall have delivered to Buyer documentation evidencing that Seller is the owner of the Product NDA and all Intellectual Property and has good and marketable title to the same, free and clear of all Encumbrances except Permitted Encumbrances.
Transfer of Certain Assets. On or prior to the Closing Date, Company will transfer to an Affiliate acceptable to Purchaser the claims contracts and assets specified on Schedule 6.8 (the "TRANSFERRED ASSETS").
Transfer of Certain Assets. 2 SECTION 1.4
Transfer of Certain Assets. (a) Prior to or simultaneous with the Closing, the Company will transfer and assign to Xxxxx X. Xxxxx, without representation, warranty or recourse, all of its right, title and interest in and to (i) all of the shares of capital stock of The Wooditch Group held by the Company (the "Wooditch Shares"), and (ii) the six automobiles identified on Schedule 5.7 hereto. Xxxxx X. Xxxxx shall indemnify, defend and hold harmless the Company Indemnified Parties (as hereafter defined) from and against any and all Losses (as hereafter defined) in respect of (i) Taxes attributable to the transfer of the Wooditch Shares and the automobiles identified on Schedule 5.7 and (ii) the ownership and use of the automobiles identified on Schedule 5.7 following such transfer.
