Transfer and Acquisition Clause Samples

Transfer and Acquisition. Subject to the terms and conditions of this Agreement, EXCO agrees to transfer, and BG agrees to acquire, the Subject Membership Interests in accordance with, and subject to, the terms hereof.

Transfer and Acquisition. Section 3.01. Except with the prior consent in writing of IJC, which consent may be withheld at the sole discretion of IJC, Georgem shall not Transfer to any Person any Company Securities Beneficially Owned by Georgem; provided that Georgem may Transfer up to an aggregate of 550,000 Ordinary Shares without such consent and Georgem may transfer an aggregate of 3,000,000 Ordinary Shares to One Spire pursuant to the One Spire Transaction. Section 3.02. Other than the Georgem Holding, except with the prior consent in writing of IJC, which consent may be withheld at the sole discretion of IJC, Georgem shall not acquire Beneficial Ownership of any Company Securities.

Transfer and Acquisition. (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, each of Sellers shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, receive, assume and accept from each of Sellers all of the Transferred Assets and Purchaser shall have exclusive use of the Transferred Assets on and after the Closing Date. All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents. (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers shall assign and Purchaser shall assume the Assumed Liabilities pursuant to this Agreement and the Assignment and Assumption Agreement and IGF shall cede and Purchaser shall reinsure the Sellers' Insurance Liabilities pursuant to the Crop Hail Retrocession Agreement, the SRA Assignment and Assumption Agreement and the Aquaculture SRA Assignment and Assumption Agreement. Notwithstanding anything in this Agreement or the Ancillary Agreements to the contrary, Purchaser shall not assume and shall not at any time hereafter, including on or after the Closing Date, become obligated to pay, perform, satisfy or discharge any Liability of Sellers, other than the Assumed Liabilities, including but not limited to any Excluded Liability. (c) Any transfer or sales tax imposed in connection with the transfer, sale, assumption or recording of the Transferred Assets to be transferred pursuant to Section 2.01(a), or the Assumed Liabilities to be assumed pursuant to Section 2.01(b), or in connection with any transfer of cash or delivery of any property under any provision of Section 2.02, shall be paid equally by Purchaser and Sellers.

Transfer and Acquisition. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, assign and transfer, and the Purchaser shall purchase, the Shares, free and clear of all Liens.

Transfer and Acquisition. Section 3.01. Except with the prior consent in writing of IJC, which consent may be withheld at the sole discretion of IJC, One Spire shall not Transfer to any Person any Company Securities Beneficially Owned by One Spire. Section 3.02. Other than the One Spire Holding, except with the prior consent in writing of IJC, which consent may be withheld at the sole discretion of IJC, One Spire shall not acquire Beneficial Ownership of any Company Securities.

Transfer and Acquisition. 18 SECTION 2.02. PAYMENTS AND REIMBURSEMENTS...................................19 SECTION 2.03.

Transfer and Acquisition. (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, each of the Sellers shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase from each of the Sellers, all of each of the Sellers' right, title and interest in the Transferred Assets. All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents. (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Purchaser shall assume the Other Assumed Liabilities pursuant to the Assumption Agreement. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Purchaser and each of the Sellers shall enter into the Reinsurance Agreement pursuant to which the Purchaser shall reinsure the Insurance Liabilities. (d) Any transfer, premium or sales tax imposed in connection with the transfer, sale, assumption or recording of the Transferred Assets to be transferred pursuant to paragraph (a) of this Section 2.01 or the Transferred Liabilities to be assumed pursuant to paragraph (b) or (c) of this Section 2.01 (or in connection with any transfer of cash under Sections 2.02 hereof, shall be paid by RISCORP, acting on behalf of the Sellers (the "Sellers' Representative").

Transfer and Acquisition. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing (or, with respect to Transferred Assets which are assigned, subleased or transferred after the Closing Date, on the date of such assignment, sublease or transfer), OneBeacon shall, and OneBeacon shall cause the OneBeacon Subsidiaries to, sell, assign and transfer to Liberty, and Liberty shall purchase from the OneBeacon Subsidiaries or OneBeacon, as applicable, the Transferred Assets free and clear of all Liens other than Permitted Liens; PROVIDED, HOWEVER, that with respect to the Books and Records included in the Transferred Assets, on the Closing Date, OneBeacon and the OneBeacon Subsidiaries need only deliver to Liberty such Books and Records that are not physically located on the Owned Properties or the Leased Properties to the extent that Liberty shall have the right to occupy as of the Closing such Owned Properties and Leased Properties and PROVIDED FURTHER, that to the extent such Books and Records have already been provided to Liberty, OneBeacon and the OneBeacon Subsidiaries need only deliver such previously provided Books and Records within five (5) days following the Closing Date. All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents. (b) Upon the terms and subject to the conditions of this Agreement, effective as of the Closing (or, with respect to Assumed Liabilities which are assumed after the Closing Date, on the date of such assumption), Liberty shall assume, and from and after the Closing (or such later date, as applicable), Liberty shall pay, perform and discharge when due, all the Assumed Liabilities.

Transfer and Acquisition. (a) On the Closing Date, immediately after effecting the transactions contemplated by Section 2.02, (i) Universal shall Contribute (or cause to be Contributed) to the Partnership all the right, title and interest of Universal and its Affiliates in, to and under the Universal Contributed Interests and the USANi Distributed Interests; (ii) USANi shall Contribute (or cause to be Contributed) to the Partnership, directly or indirectly, all the right, title and interest of USANi and its Affiliates in, to and under the USANi Contributed Interests; (iii) USAi shall Contribute (or cause to be Contributed) to the Partnership all the right, title and interest of USAi and its Affiliates in, to and under the membership interests in USA Films; (iv) Diller shall assume the roles of Chairman and CEO of the Partnership; (v) each Parent Party and Diller shall execute and deliver (or cause its Affiliates to execute a▇▇ ▇▇▇iver) (A) the Partnership Agreement and (B) such appropriate bills of sale, assignment and assumption and other instruments of transfer providing for the contributions set forth in this Section 2.03, and the parties to the Partnership Agreement shall form the Partnership; (vi) Universal shall cause the Partnership to assume the Contributed Liabilities; and (vii) each of Universal, USAi, USANi Sub and Diller (or Affiliates thereof) shall receive interests in the Partners▇▇▇ ▇▇ set forth in the Partnership Agreement. (b) Prior to Closing, the Parent Parties shall agree upon a schedule that sets forth the agreed allocation of values of the interests being Contributed pursuant to Section 2.03(a) for tax purposes.