Asset Transfer Clause Samples

Asset Transfer. (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “Initial Reinsurance Premium”). (b) As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to 100% of all premiums and other considerations to the extent received on or after the Inception Date by the Company or the Reinsurer with respect to the General Account Liabilities, less an amount equal to the reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage on or after the Inception Date with respect to the Reinsured Contracts. In addition, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (ii) any other charges, fees and similar amounts received by the Company from the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company hereby assigns to the Reinsurer all of its rights to such premiums and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.

Asset Transfer. Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A ▇▇▇▇ of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.

Asset Transfer. (a) Each Seller hereby passes and transfers title to all of the Purchased Assets to each Buyer as set forth in Section 1.1, and Sellers are delivering to Buyers possession of all of the Purchased Assets, and shall further deliver to Buyers proper assignments, conveyances and bills of sale sufficient to convey to Buyers good and marketable title to all the Purchased Assets free and clear of all Liens, except for Permitted Liens, as well as such other instruments of conveyance necessary to effect or evidence the transfers contemplated hereby. (b) To the extent that any of the Purchased Assets or any claim, right or benefit arising under or resulting from such Purchased Assets (collectively, the “Rights”) is not capable of being transferred without the approval, consent or waiver of any third person, or if the transfer of a Right would constitute a breach of any obligation under, or violation of, any applicable law unless the approval, consent or waiver of such third person is obtained, then, without limiting the rights and remedies of Buyers contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer such Right unless and until such approval, consent or waiver has been obtained (which approval, consent or waiver shall be obtained at Sellers’ cost). After the Closing Date and until all such Rights are transferred to Buyers, each Seller shall use their commercially reasonable efforts to: obtain all consents required to assign any real estate lease that is a Purchased Asset and assist Buyers in obtaining (as reasonably agreed by the parties) such other approvals, consents and waivers with respect to all other Rights not so transferred; maintain such Seller’s existence and hold the Rights in trust for Buyers; comply with the terms and provisions of the Rights as agent for Buyers for Buyers’ benefit; cooperate with Buyers in any commercially reasonable and lawful arrangements designed to provide the benefits of such Rights solely and exclusively to Buyers, to the extent applicable; enforce, at the request of Buyers and for the account of Buyers, any rights of Sellers arising from such Rights against any third person, including the right to elect to terminate any such Rights in accordance with the terms of such Rights upon the written direction of Buyers; and not waive, alter or amend any obligations of third parties with respect to such Rights not so transferred, whether expressly or impliedly without the written consent of...

Asset Transfer. Auscrete OR and Sprovieri irrevocably agree to transfer the Assets via a ▇▇▇▇ of Sale to Auscrete WY upon satisfactory completion of the Auscrete WY minimum offering of $750,000, and within a period of 180 days from the date of effectiveness of Auscrete WY by the Securities and Exchange Commission and satisfactory payment settlement of the value of the Assets.

Asset Transfer. Without the prior written consent of the holders of at least fifty-one percent (51%) of Series B Preferred Units, the Company shall not, and shall not permit any of its Subsidiaries to sell, convey, transfer or otherwise dispose of any Property (i) to any Affiliate of the Company (other than Subsidiaries of the Company) or (ii) to any person that is not an Affiliate of the Company, unless simultaneously therewith, the Company or such Subsidiary acquires an Approved Replacement Property or the following requirements are met: (i) the net income of the Company for the most recently completed twelve months, calculated in accordance with GAAP on a pro forma basis as though such Property had been sold, transferred, conveyed or otherwise disposed of prior to the beginning of such period, would be at least $90 million; and (ii) after giving effect to any such sale, conveyance, transfer or other disposition, the Consolidated Tangible Net Worth would not be less than $1 billion; and (iii) after giving effect to any such sale, conveyance, transfer or other disposition, the interest of no holder of Series B Preferred Units would represent more than 17.5% of the total profits or capital interests in the Company immediately following such sale, conveyance, transfer of other disposition (determined in accordance with Treasury Regulation Section 1.731-2(e)(4)). The Company shall give the holders of the Series B Preferred Units notice of any such sale, transfer or other disposition. Notwithstanding anything to the contrary contained herein, the provisions of this Section 9(d) shall not apply to (i) the conveyance of any Property or any part thereof to any Person in connection with a foreclosure or eminent domain proceeding or deed in lieu thereof, (ii) the sale, exchange or other disposition of all or substantially all of the properties of the Company and its Subsidiaries, (iii) the grant of an easement or right-of-way, (iv) the lease of the Properties in the ordinary course of business, (v) the sale to any department store or retailer of the portion of the property occupied or proposed to be occupied by it (including parking area and other surrounding area), (vi) the mortgage of any Property or (vii) the other sale, conveyance, transfer or other disposal of a portion of a Property or interests therein in the ordinary course of business, and no notice need be given to the holders of the Series B Preferred Units in connection with a transaction described in this sentence.

Asset Transfer. As soon as practicable after the latest of (A) the date on which the GRP PBO Value is determined and verified pursuant to (ii) above, (B) the expiration of thirty days following the filing of Forms 5310 with the IRS and PBGC in respect of the GRP and the Visteon Mirror GRP or (C) the receipt by Ford of the opinion or determination letters described in (iii) above and determination by Ford that the Visteon Mirror GRP satisfies the terms of this Agreement (the "Asset Transfer Date"), Ford shall cause the trustee of the GRP to transfer assets and respective liability therefore to the Visteon Mirror Pension Plan in such amount and in such form as provided in (ii) above, together with interest from the Benefit Transition Date to the first of the month immediately preceding the Asset Transfer Date, at the Ford Master Trust rate or return, and thereafter until the Asset Transfer Date, interest at the 90-day Treasury ▇▇▇▇ rate on a bond equivalent yield in effect on the last business day of the month immediately preceding or coincident with the Asset Transfer Date as quoted in the Wall Street Journal.

Asset Transfer. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Aradigm shall transfer all Assigned Assets, in the shape, manner and form of their existence as of the date such Assigned Assets are transferred to Purchaser, in accordance with the Transfer Plan. Without limiting the specifics of the Transfer Plan, Aradigm shall promptly transfer those assets (to the extent not previously transferred to the Transferee hereunder) to Purchaser as required in the Transfer Plan and this Section 2.02. Unless otherwise specified in the Transfer Plan, the mode of such transfer shall be determined by the Coordination Leads with the goal of efficiency and cost-effectiveness. Without limiting the foregoing and in connection with such transfers of assets pursuant to this Section 2.02, Aradigm shall make available such personnel reasonably familiar with the Assigned Assets to consult with and assist Purchaser in implementing such assets at mutually agreeable times.

Asset Transfer. The Buyer shall have duly executed and delivered to the Seller duly executed versions of (i) the Assignment and Assumption Agreement, (ii) the Intellectual Property Assignments, (iii) the Lease Assignment and Assumption Agreements and (iv) the Warranty Deeds.

Asset Transfer. As soon as reasonably practicable after the Distribution Date, ▇▇▇▇ Foods shall transfer to WWF Operating Company assets in such form as ▇▇▇▇ Foods shall reasonably determine equal to the product of (i) the value as of the Distribution Date of any reserves established by ▇▇▇▇ Foods to assist it in satisfying the liabilities under the ▇▇▇▇ Foods EDCP and the ▇▇▇▇ Foods SERP multiplied by (ii) a fraction, the numerator of which is the estimated liabilities under of the applicable Plan (i.e., the ▇▇▇▇ Foods EDCP or the ▇▇▇▇ Foods SERP) in respect of WhiteWave Employees or Former WhiteWave Employees and the denominator of which is the estimated aggregate liabilities to all participants under the applicable Plan. All valuations or estimations necessary or appropriate to determine the asset transfer described in this Section 11.4 shall be made by ▇▇▇▇ Foods in good faith.