Transfer of Excluded Assets. During the period between the date of this Agreement and the Closing Date, the Parent shall transfer or cause to be transferred all of the Excluded Assets that are owned by a Transferred Fastener Subsidiary to the Parent or any of the Parent's subsidiaries other than a Transferred Fastener Subsidiary. The transfer of the Excluded Assets will not create, give rise to or result in any liability or obligation to the Buyer. The Parent will, on or prior to the Closing Date with respect to any transfer of Excluded Assets that occurs and is consummated on or prior to the Closing Date, pay or cause to be paid or satisfy or cause to be satisfied all liabilities and obligations arising from or otherwise attributable to the transfer of the Excluded Assets.
Transfer of Excluded Assets. NextTrip shall, and shall cause the applicable members of the NextTrip Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from NextTrip and the applicable members of the NextTrip Group, all of NextTrip’s and such NextTrip Group member’s respective right, title and interest in and to all Excluded Assets held by NextTrip or a member of the NextTrip Group.
Transfer of Excluded Assets. On or prior to Closing Date, SELLERS shall cause the Acquired Companies to transfer all of the Excluded Assets to a third party, including SELLERS. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. On or prior to Closing, Sellers shall cause the Acquired Companies to transfer all of the Excluded Assets to Sellers or their designees. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. Assumption of Excluded Liabilities.
Transfer of Excluded Assets. After giving effect to the transfer of the Excluded Assets, the Company shall continue to own all assets presently owned by the Company that are used, held for use or intended to be used primarily in the current Business or that are necessary for the conduct of the Business consistent with past practice.
Transfer of Excluded Assets. (a) Yanzhou must procure that prior to the Effective Date the Excluded Assets are transferred to one or more Related Bodies Corporate of Yanzhou that are not Bidder Group Members for consideration and distribute to Yanzhou so much of ME_97945566_1 (W2003x) 6 Actions on and following Implementation Date that consideration, or otherwise procure, such that the Bidder Group is in the same economic position as it would have been had the transfer and distribution not given rise to any Tax for the Bidder Group.
Transfer of Excluded Assets. Prior to the Closing Date, the Sellers shall cause the transfer of certain assets of the Company as set forth on Schedule 5.8 to Markoff or an Affiliate of Markoff (other than the Company).
Transfer of Excluded Assets. SpinCo shall, and shall cause the applicable members of the SpinCo Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from SpinCo and the applicable members of the SpinCo
Transfer of Excluded Assets. On or prior to the Closing Date, Seller shall cause Finance Company to sell, assign and transfer all of its right, title and interest in and to the Excluded Assets to Seller and/or any of its Subsidiaries (other than Finance Company), and Seller and/or such Subsidiaries shall assume and agree to perform all of Finance Company's obligations with respect to the Excluded Assets. If any Excluded Asset is sold, assigned or transferred to any Subsidiary of Seller pursuant to this Section 5.6, Seller shall guaranty all of such Subsidiary's obligations hereunder with respect to the Excluded Asset. All such transfers shall be made without any representations, warranties or indemnification obligations by Finance Company. Each Excluded Asset which is a Financing Contract (other than Financing Contracts treated as operating leases for financial accounting purposes) shall be transferred for an amount equal to the Net Receivable of the Financing Contract as of the time of transfer. Each other Excluded Asset shall be transferred for an amount equal to the net book value of the same on the books of Finance Company at the time of transfer. Seller shall pay all transfer Taxes, costs and expenses in effecting the transfer of the Excluded Assets. Seller shall be entitled to all fees and other income earned with respect to such assets from and after the Closing Date. In connection with the transfer of the Excluded Assets, all deferred tax liabilities relating to the Excluded Assets on the books and records of Finance Company shall be adjusted accordingly to reflect the transfers. Seller shall promptly after Closing direct all Persons making payments in respect of any Excluded Assets to cease making payments to Finance Company and to make future payments to the applicable assignee.
