Assignment of Assets Clause Samples
The Assignment of Assets clause defines the process by which one party transfers ownership or rights to specific assets to another party. Typically, this clause outlines which assets are included, the timing of the transfer, and any conditions that must be met for the assignment to be effective. For example, it may specify the transfer of intellectual property, equipment, or contractual rights as part of a business sale. Its core function is to ensure a clear and legally binding transfer of assets, thereby preventing disputes over ownership and clarifying each party’s responsibilities.
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Assignment of Assets. Effective as of the Effective Time, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):
(a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character;
(b) all oil, gas, water, disposal or injection ▇▇▇▇▇ located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “▇▇▇▇▇”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the ▇▇▇▇▇ being collectively referred to hereinafter as the “Properties”);
(c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Properties;
(d) all Contracts;
(e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”);
(f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”);
(g) all Imbalances;
(h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”);
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Assignment of Assets. (a) Assignor, for and in consideration of the covenants and agreements to be performed by Assignee, as hereinafter contained, and for good and valuable consideration, receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, assign, convey and transfer to Assignee, its successors and assigns, in trust, for the benefit of Assignor’s creditors generally, all of the property of Assignor of every kind and nature and wheresoever situated, both real (but not facility lease arrangements) and personal, and any interest or equity therein not exempt from execution, including, but not limited to, all that certain stock of merchandise, equipment, furniture, fixtures, accounts, books, cash on hand, cash in bank, deposits, patents, copyrights, trademarks and trade names and all associated goodwill, source codes, software, and related documentation, insurance policies, and choses in action that are legally assignable, together with the proceeds of any existing non-assignable choses in action that may hereafter be recovered or received by Assignor. Assignor agrees to execute such additional documents as shall be necessary to accomplish the purposes of this Assignment.
(b) This Assignment specifically includes and covers all claims for refund or abatement of all excess taxes heretofore or hereafter assessed against or collected from Assignor by the U.S. Treasury Department or any other taxing agency, and Assignor agrees to sign and execute power of attorney or such other documents as required to enable Assignee to file and prosecute, compromise and/or settle, all such claims before the Internal Revenue Service, U.S. Treasury Department or any other taxing or other Governmental agency. 1 GENERAL ASSIGNMENT
(c) Assignee is to receive said property, conduct said business, should it deem it proper, and is hereby authorized at any time after the signing hereof by Assignor to sell and dispose of said property upon such time and terms as it may see fit, and is to pay to creditors of Assignor pro rata, the net proceeds arising from the conducting of said business and sale and disposal of said property, after deducting all moneys which Assignee may at its option pay for the discharge of any lien on any of said property and any indebtedness which under the law is entitled to priority of payment, and all expenses, including a reasonable fee to Assignee and its attorneys.
Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Former Business (the “Assets”), including, but not limited to, the Assets listed on Exhibit B hereto, and identified in part by reference to Assignor’s predecessor’s balance sheet as of July 31, 2011 with the Securities and Exchange Commission as part of Assignor’s predecessor’s quarterly report on Form 10-Q on August 29 , 2011 (the “Balance Sheet”). Notwithstanding anything to the contrary contained herein, the term Assets shall not include either the assets of or the business conducted by Standard Gold Corp., a Nevada corporation, or the assets included on Exhibit A, attached hereto.
Assignment of Assets. Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).
Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business (the “Assets”), including, but not limited to, the assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s most recent balance sheet filed with Securities and Exchange Commission (the “Balance Sheet”).
Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business (the “Assets”), including, but not limited to, the Assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s balance sheet as of January 31, 2008, filed with the Securities and Exchange Commission as part of Assignor’s quarterly report on Form 10-Q on March 18, 2008 (the “Balance Sheet”). Notwithstanding anything to the contrary contained herein, the term Assets shall not include either the assets of or the business conducted by Options Acquisition Sub, Inc., a Delaware corporation.
Assignment of Assets. (a) Buyer agrees to assume and Seller agrees to assign to Buyer all of the Contracts set forth on Schedule 3.1(j), except for the Contracts set forth on Schedule 1.4(a) ("Excluded Contracts"). Notwithstanding the foregoing, to the extent that any lease, contract, license, permit, agreement, sales or purchase order, commitment, property interest, qualification or other Asset described in Section 1.1, and not constituting an Excluded Contract or otherwise excluded in Section 1.2, to be sold, assigned or conveyed to Buyer, cannot be sold, assigned or conveyed, without the approval, consent or waiver of any third person, or if such sale, assignment or conveyance or attempted sale, assignment or conveyance would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict (collectively, "Impracticalities"), this Agreement shall not (unless and until such Impracticality is resolved) constitute or require a sale, assignment or conveyance thereof, or an attempted sale, assignment or conveyance thereof, and each Contract covered by the foregoing sentence (a "Temporary Excluded Contract") shall be deemed to be an Excluded Contract unless and until the Impracticalities applicable to it are resolved. The foregoing sentence shall not be deemed to limit any representation or warranty made by Seller pursuant to this Agreement.
(b) Buyer and Seller shall each use commercially reasonable efforts, and shall cooperate with each other, to resolve any Impracticalities necessary to sell, assign or convey the Assets to Buyer as soon as practicable, provided that neither Seller nor Buyer shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
(c) With respect to any asset, contract, lease, agreement, permit, license, interest or other right of Seller (other than any Excluded Contract) which is not included in the Assets assigned to Buyer at the Closing by reason of the immediately preceding paragraphs of this Section 1.4, after the Closing), (i) the parties shall cooperate with each other, upon written request, in endeavoring to obtain the requisite third-party consent(s) to the assignment thereof to Buyer (or the resolution of any other Impracticalities), without either party being obligated, however, to make any payment to any such third party which is not otherwise due in order to obtain such consent or resolution, unless Buyer shall make such pay...
Assignment of Assets. Seller shall not sell, assign, lease or otherwise transfer or dispose of any Station Assets, whether now owned or hereafter acquired, except for retirements in the normal and usual course of business or in connection with the acquisition of similar property or assets, as provided for herein.
Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the Assets.
Assignment of Assets. Pursuant to a Pooling and Servicing Agreement, the Company has sold to the related Trust without recourse all the right, title and interest of the Company in and to the Assets identified in such Pooling and Servicing Agreement, any and all rights, privileges and benefits accruing to the Company under the Sales Agreement(s) with respect to such Assets (except any rights of the Company to fees payable by the Seller under such Sales Agreement and provided that the Company shall retain its rights to indemnification from the Seller under such Sales Agreement, but shall also convey rights to such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreements and assets included or to be included in the related Trust for the benefit of the related Certificateholders as set forth in the conveyance clause of the related Pooling and Servicing Agreement. Such assignment includes all of the Company's rights to payments due with respect to the Assets on and after the Cut-off Date.