Acquisition of Transferred Assets and Assumption of Assumed Liabilities Clause Samples

The "Acquisition of Transferred Assets and Assumption of Assumed Liabilities" clause defines the buyer's agreement to purchase specific assets from the seller and to take on certain designated liabilities. In practice, this clause outlines exactly which assets—such as equipment, inventory, or intellectual property—are being transferred, and specifies which debts or obligations the buyer will assume, often excluding liabilities not expressly listed. Its core function is to clearly delineate the scope of what is being acquired and what responsibilities are being accepted, thereby preventing disputes over unintentional transfers or obligations after the transaction closes.
Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Purchase Price, on the Closing Date Sellers shall (i) deliver to Purchaser the Books and Records, and (ii) sell, transfer or assign to Purchaser or LLANY, as applicable, all of Sellers' right, title and interest in the other Transferred Assets; provided, however, that the amount of cash or cash equivalents included within the Transferred Assets to be transferred to Purchaser or LLANY shall be determined in accordance with Section 2.03 and adjusted pursuant to Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets, other than cash or cash equivalents, shall be effected by the ▇▇▇▇ of Sale and Assumption Agreement. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.03 hereof, Sellers shall retain title to and ownership of the Books and Records and shall be entitled to keep and maintain copies of all Books and Records and Post-Closing Records from and after the Closing, and to have access to the originals of the Books and Records and Post-Closing Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date: (i) Sellers shall cede and assign to Purchaser or LLANY, as applicable, their respective Liabilities, and Purchaser and LLANY shall reinsure and assume 100% of such Liabilities pursuant to the Coinsurance Agreements; (ii) Purchaser or LLANY, as applicable, shall assume 100% of the Purchaser Extra Contractual Obligations pursuant to the Coinsurance Agreements; and (iii) Sellers shall transfer to Purchaser or LLANY, as applicable, and Purchaser and LLANY shall assume from Sellers, pursuant to the ▇▇▇▇ of Sale and Assumption Agreement, the Assumed Employment Liabilities and all other Assumed Liabilities.
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Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price on the Closing Date, VFL shall sell, assign and transfer, or cause to be transferred, to Purchaser all of VFL's right, title and interest in the Transferred Assets, and all sales, assignments and transfers of the Transferred Assets shall be effected as follows: (i) the cash to be transferred shall be determined and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; (ii) the Policy Loans shall be transferred in accordance with the provisions of Section 8.03 of the Coinsurance Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service ▇▇▇▇ Assignment Agreement, subject to VFL's license rights under Section 8.03(d). Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.07 hereof, VFL shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price, on the Closing Date, VFL shall transfer to the Purchaser's designated account cash in an amount equal to the excess of: (i) General Account Reserves, over (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP), each as of March 31, 2002. Cash shall be transferred by VFL to the Purchaser's designated account by wire transfer of immediately available funds in U.S. Dollars. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall assume the Policy Liabilities pursuant to the Coinsurance Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale or recording of the Transferred Assets shall be borne equally by Purchaser and VFL.
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Acquisition of Transferred Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date and as of the Effective Time each Seller shall sell, assign and transfer to Purchaser or its Affiliate (as contemplated by Section 2.05) all of its right, title and interest in, and cause each of its Affiliates to sell, assign and transfer to Purchaser or its Affiliate (as contemplated by Section 2.05) all of its right, title and interest in, the Transferred Assets and the Assigned and Assumed Contracts, and Purchaser shall assume the Assumed Liabilities pursuant to the Transfer Documents. Notwithstanding anything in this Agreement to the contrary, (i) the delivery of the Business Books and Records is subject to the terms of the Transition Services Agreement and the Administrative Services Agreement and (ii) each Seller shall be entitled to keep the originals of all Business Books and Records from and after the Effective Time (the delivery of Business Books and Records involving the delivery of copies).
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Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Purchase Price, on the Closing Date Sellers shall sell, assign and transfer to Purchaser or LLANY, as applicable, all of Sellers' right, title and interest in the Transferred Assets; provided, however, that the amount of cash or cash equivalents included within the Transferred Assets to be transferred to Purchaser or LLANY shall be determined in accordance with Section 2.03 and adjusted pursuant to Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets, other than cash or cash equivalents, shall be effected by the ▇▇▇▇ of Sale and Assumption Agreement. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.03 hereof, Sellers shall be entitled to keep and maintain copies of all Books and Records and Post-Closing Records from and after the Closing, and to have access to the originals of the Books and Records and Post-Closing Records in accordance with the terms hereof.
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Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Purchase Price, on the Closing Date, Seller shall sell, assign and transfer to Purchaser all of its right, title and interest in the Transferred Assets; provided, however, that the amount of cash or Cash Equivalents included within the Transferred Assets to be transferred to Purchaser shall be determined and adjusted in accordance with Section 2.03. All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents. Notwithstanding anything in this Agreement to the contrary, Seller shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with Section 8.01 hereof. (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date Seller and Purchaser shall enter into the Indemnity Reinsurance Agreements.
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Related to Acquisition of Transferred Assets and Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of 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 (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed 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, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.