Common use of Transfer and Acquisition Clause in Contracts

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. (a) Upon the terms and subject to the conditions of this AgreementAgreement and the Transfer Documents, on the Closing Date, each of Sellers PHL shall sell, convey, transfer, assign and deliver transfer to Purchaser, and Purchaser shall purchasepurchase from PHL, receive, assume and accept from each of Sellers all of PHL's right, title and interest in and to the Transferred Assets Assets, free and Purchaser shall have exclusive use clear of the Transferred Assets on and after the Closing Dateany Liens (other than Permitted Liens). 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 and the Assumption Agreement, on the Closing Date, Sellers shall assign and Purchaser shall assume the Other 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) Upon the terms and subject to the conditions of this Agreement, the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements, on the Closing Date, Purchaser and ERAC shall reinsure the Insurance Liabilities and the Reinsurance Liabilities pursuant to the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements. The Ceding Commission shall be allocated among the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements as mutually agreed to by PHL and Purchaser, consistent with Section 8.06 hereof. SCHEDULE 3.07(a) specifies the Insurance Liabilities and Reinsurance Liabilities to be reinsured pursuant to each of the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements, respectively. (d) Any transfer transfer, sales or sales use or similar tax imposed in connection with on the transfer, sale, assumption sale 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 SellersPurchaser.