Transfer and Conveyance of Assets and Assumption of Liabilities Sample Clauses
The "Transfer and Conveyance of Assets and Assumption of Liabilities" clause defines the process by which one party formally transfers ownership of specified assets to another party, while the receiving party agrees to take on certain related liabilities. In practice, this clause outlines which assets—such as equipment, contracts, or intellectual property—are being transferred, and specifies the debts or obligations that the new owner will assume as part of the transaction. Its core function is to ensure a clear and legally binding transition of both assets and liabilities, thereby preventing disputes over what is included in the transfer and who is responsible for outstanding obligations.
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Transfer and Conveyance of Assets and Assumption of Liabilities. Section 3.01. Transfer, Conveyance and Assumption.......................... 2 Section 3.02. Further Assurances........................................... 2 Section 3.03. Closing...................................................... 2 Section 3.04. Documents to be Delivered at Closing......................... 2
Transfer and Conveyance of Assets and Assumption of Liabilities. (a) At the Effective Time, the Parent shall continue in existence as the Surviving Corporation; and without further transfer, all the property, rights, privileges, powers and franchises of the Subsidiary shall vest in the Surviving Corporation without further act or deed; and all debts, liabilities, obligations, restrictions, disabilities and duties of the Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation; and any claim or judgment against the Subsidiary may be enforced against the Surviving Corporation in accordance with Section 92A.250 of the NRS.
(b) If at any time the Parent shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Subsidiary, or otherwise carry out the provisions hereof, the proper representatives of the Subsidiary, as of the Effective Time, shall execute and deliver any and all proper deeds, assignments and assurances, and do all things necessary and proper to vest, perfect or convey title to such property or right in the Surviving Corporation in order to carry out the provisions hereof.
Transfer and Conveyance of Assets and Assumption of Liabilities. 3.1 Effects of the Merger At the Effective Date of the Merger, the Merger shall have the effects specified in the NRS, the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Date of the Merger the Surviving Corporation shall possess all the rights, privileges, powers and franchises, of a public as well as a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the parties to this Agreement; the rights, privileges, powers and franchises of Parent and Subsidiary, and all property, real, personal and mixed, and all debts due to each of them on whatever account, shall be 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 respective constituent entities, and the title to any real estate, whether by deed or otherwise vested in Parent and Subsidiary or either of them, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of the parties hereto shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth 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.
Transfer and Conveyance of Assets and Assumption of Liabilities