Contribution of Assets and Liabilities Sample Clauses

The 'Contribution of Assets and Liabilities' clause defines the process by which one party transfers specific assets and/or assumes certain liabilities as part of a transaction or agreement. Typically, this clause outlines the types of assets (such as equipment, intellectual property, or inventory) and liabilities (such as debts or contractual obligations) being contributed, and may specify the timing, valuation, and documentation required for the transfer. Its core practical function is to clearly allocate ownership and responsibility for assets and liabilities between parties, thereby reducing ambiguity and ensuring that both sides understand their respective rights and obligations after the transaction.
Contribution of Assets and Liabilities. (a) Buyer and each Seller hereby acknowledge and agree that (i) prior to the date hereof, Sellers have conveyed, transferred or assigned or caused the conveyance, transfer or assignment of assets, Contracts, properties and rights to the Transferred Companies that were not previously owned by the Transferred Companies but are applicable to the Transferred Business (save for the Deferred Assets, Ancillary Documents and Affiliate Agreements) and (ii) during the period between the date hereof and the Closing, any Seller may convey, transfer or assign or cause the conveyance, transfer or assignment of additional assets, Contracts, properties and rights to the Transferred Companies which are applicable to the Transferred Business (collectively, the assets described in clauses (i) and (ii), the “Transferred Assets”). (b) From and after the date of this Agreement and until the Closing, subject to Section 6.3(a), each party hereto shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to obtain any local permits or any consent, authorization, approval or similar item from any non-governmental party other than a party hereto or any Governmental Entity that is required to transfer or assign any Transferred Assets to the Transferred Companies; provided that neither Sellers nor Buyer shall be required to make any payment or agree to anything that would alter any existing rights or obligations in order to obtain any such consent, authorization, approval or similar item. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any attempted or completed conveyance, transfer, assignment or delivery to the Transferred Companies of any Transferred Asset or any claim, right or benefit arising thereunder or resulting therefrom (and the subsequent acquisition of the Transferred Companies by Buyer) is prohibited by any applicable Law or would result in a violation or breach of any Contract, or would require any authorizations, approvals, consents or waivers from any Governmental Entity or other Person, and such authorizations, approvals, consents or waivers have not been obtained, or such violation or breach has not been cured, prior to the Closing (collectively, the “Deferred Assets”), the Closing shall proceed without the conveyance, transfer, assignment or delivery of such Deferred Asset and there shall be no adjustment to the Purchase Price therefor and no breach of any representation, warranty or covenant co...
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Contribution of Assets and Liabilities. Prior to the Closing, Indigo shall cause to be contributed to the Company the Assets Contributed to the Company pursuant to Asset Transfer Agreement substantially in the form attached as Exhibit B (the “Asset Transfer Agreement”), other than the India Assets (as defined below).
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Contribution of Assets and Liabilities. (a) Prior to the Spin-Off, the Guarantor shall contribute, convey, sell or otherwise transfer, or make definitive arrangements to transfer after the Spin-Off, to the Company or any of the Company’s Subsidiaries, substantially all of the assets, and cause to be accepted or assumed, or make definitive arrangements to be accepted or assumed after the Spin-Off, by the Company or any of the Company’s Subsidiaries, substantially all of the liabilities, in each case comprising the business described in the Form 10 filed by the Company on November 18, 2022 with the Commission.
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Contribution of Assets and Liabilities by Manhattan LLC to Manhattan -------------------------------------------------------------------------- Inc. Upon the terms of this Agreement, Manhattan LLC shall contribute, sell, ---- transfer, assign, convey and deliver all of its Assets and Liabilities (as defined herein) to Manhattan Inc., and Manhattan Inc. shall purchase all of the Assets and Liabilities of Manhattan LLC, free and clear of all security interests, liens, pledges, claims, charges, escrows, encumbrances, encroachments, rights of first refusal, mortgages, indentures, easements, licenses, restrictions or other covenants, agreements, understandings, obligations, defects or irregularities affecting title to any of such Assets, for the consideration set forth in Section 1.2 of this Agreement.
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Contribution of Assets and Liabilities. OF ALPHA 4.1.
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Contribution of Assets and Liabilities 
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Related to Contribution of Assets and Liabilities

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • 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.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.