Assets to be Transferred Clause Samples
Assets to be Transferred. (a) At the Closing, subject to the terms and conditions of this Agreement, including Section 3.05 hereof, LBHI will assign, transfer, convey, and deliver to LAMCO Holdings, and contribute to the capital of LAMCO Holdings in respect of the LAMCO Holdings Equity Interests, 99% of LBHI’s right, title and interest in and to the Asset Management Assets and LBHI will assign, transfer, convey, and deliver to LBHI SPV, and contribute to the capital of LBHI SPV in respect of the LBHI SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the Assets as set forth in clauses (i) through (ix) below (collectively, the “Domestic Asset Management Assets”) and clauses (x) and (xi) below (collectively, the “International Asset Management Assets”, and together with the Domestic Asset Management Assets, the “Asset Management Assets”):
(i) All of the Assets reflected on the pro forma balance sheet of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the “LAMCO Work Papers”) underlying the development of the LAMCO Balance Sheet, in each case, attached to Schedule D-1 hereto;
(ii) The tangible Assets set forth on Schedule D-2 hereto;
(iii) All rights and interests in the contracts or agreements of LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including shared contracts to be amended as contemplated by this Agreement;
(iv) All Domestic Transferred Employees and employment agreements between LBHI and the Domestic Business Employees that are assigned to or assumed by LAMCO pursuant to Section 5.01 (the “Domestic Transferred Employment Agreements”);
(v) Cash in the amounts set forth on Schedule D-4 hereto, which, on the Closing Date, shall be deposited, as directed by LAMCO Holdings, into the bank accounts created pursuant to Section 3.07;
(vi) The trade names and service marks and registrations and applications therefor, trademarks, domain names and applications and registrations, and all common-law rights and the goodwill of the business appurtenant thereto, copyrights, copyright applications and registrations set forth on Schedule D-5 hereto;
(vii) A sublicense of LBHI's rights under Section 8.9(b) of the Asset Purchase Agreement, dated as of September 16, 2008, among LBHI, ▇▇▇▇▇▇ Brothers Inc., LB745 LLC and Barclays Capital Inc. for sole use in support of unwinding the business of LBHI and that of its current and former Subsidiaries;
(viii) All Licenses (including applications therefor) utilized primarily in t...
Assets to be Transferred. The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.
Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, all of the rights, claims and assets of Seller used, held for use, or acquired or developed for use with the Domain Name ▇▇▇▇▇.▇▇▇, other than assets expressly defined in this Agreement as Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets shall include the following:
Assets to be Transferred. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing. The Target Fund will, within a reasonable period of time before the Closing Date, as such term is defined in Section 3.1 furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the list provided by the Acquiring Fund before the Closing. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.
Assets to be Transferred. Effective upon the Closing Date, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller all of Seller's right, title and interest in and to all Purchased Assets as defined above.
Assets to be Transferred. Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase, free and clear of all Encumbrances, all right, title and interest in, to and under the assets of the Business (but excluding the Excluded Assets and the Excluded Liabilities) (collectively the "Purchased Assets") including the following:
Assets to be Transferred. Each Acquired Fund shall transfer substantially all of its assets to the Acquiring Fund, including, without limitation, cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund as of the Valuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.5. Each Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish each Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. Each Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list before the Closing Date. In addition, if it is determined that the portfolios of each Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, each Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require any Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or Nuveen Fund Advisors, Inc., the investment adviser to the Funds (the “Adviser”), such disposition would adversely affect the status of its Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of such Acquired Fund.
Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Seller shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer's request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and accept all of the rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of the Seller, other than the Excluded Assets (as hereinafter defined) (collectively the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:
Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Company shall, and Shareholder shall cause Company to, sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer's request, to Fargo), free and clear of all liens and encumbrances, and Buyer shall purchase and accept all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of Company, together with all rights and privileges associated with such assets and with the business of the Company, other than the Excluded Assets (as hereinafter defined) (collectively the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:
Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date the Company shall sell, transfer, convey, assign, and deliver to the Purchaser, and the Purchaser shall purchase and accept from the Company, all of the assets, rights, claims and contracts (of every kind and nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, wherever situated) owned by the Company and used in the conduct of the Business, except the Excluded Assets, (the "Purchased Assets"). The Purchased Assets shall include, without limitation, the following other than Excluded Assets: