Transfer of Excluded Assets Clause Samples
Transfer of Excluded Assets. During the period between the date of this Agreement and the Closing Date, the Parent shall transfer or cause to be transferred all of the Excluded Assets that are owned by a Transferred Fastener Subsidiary to the Parent or any of the Parent's subsidiaries other than a Transferred Fastener Subsidiary. The transfer of the Excluded Assets will not create, give rise to or result in any liability or obligation to the Buyer. The Parent will, on or prior to the Closing Date with respect to any transfer of Excluded Assets that occurs and is consummated on or prior to the Closing Date, pay or cause to be paid or satisfy or cause to be satisfied all liabilities and obligations arising from or otherwise attributable to the transfer of the Excluded Assets.
Transfer of Excluded Assets. Assumption of Excluded Liabilities.
(a) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the Genworth Group at the Closing or is owned or held by a member of the Genworth Group after the Closing, from and after the Closing:
(i) Genworth shall, and shall cause its applicable Subsidiaries to, promptly contribute, assign, transfer, convey and deliver to GE or certain of its Subsidiaries designated by GE, and GE or such Subsidiaries shall accept from Genworth and its applicable Subsidiaries, all of Genworth’s and such Subsidiaries’ respective rights, titles and interests in and to such Excluded Assets;
(ii) GE and certain of its Subsidiaries designated by GE, shall promptly accept, assume and agree faithfully to perform, discharge and fulfill all such Excluded Liabilities in accordance with their respective terms; and
(iii) In furtherance of the assignment, transfer and conveyance of Excluded Assets and the assumption of Excluded Liabilities set forth in Section 3.6(a)(i) and Section 3.6(a)(ii): (x) Genworth shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Genworth’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to GE and its Subsidiaries, and (y) GE shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Excluded Liabilities by GE. All of the foregoing documents contemplated by this Section 3.6(a)(iii) shall be referred to collectively herein as the “Genworth Transfer Documents” and, together with the GE Transfer Documents, the “Transfer Documents.”
(iv) To the extent that the transfer of such Excluded Assets and the assumption of such Excluded Liabilities requires any Governmental Approvals or Consents, the parties shall use their commercially reasonable efforts to obtain such Governmental Approvals and Consents; provided however that neither GE nor Genworth shall be obligated to contribute capital in any form to any entity in order to obtain such Governmental Approvals and Consents.
(v) If and to the extent that the valid, complete and perfected transfer or assignment to the GE Group of any Excluded Assets or the assump...
Transfer of Excluded Assets. On or prior to Closing Date, SELLERS shall cause the Acquired Companies to transfer all of the Excluded Assets to a third party, including SELLERS. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. NextTrip shall, and shall cause the applicable members of the NextTrip Group to, Transfer to the Company or the applicable Company Designees, and the Company or such Company Designees shall accept from NextTrip and the applicable members of the NextTrip Group, all of NextTrip’s and such NextTrip Group member’s respective right, title and interest in and to all Excluded Assets held by NextTrip or a member of the NextTrip Group.
Transfer of Excluded Assets. On or prior to Closing, Sellers shall cause the Acquired Companies to transfer all of the Excluded Assets to Sellers or their designees. In connection with such transfer, no Acquired Company shall have any contingent liability of any sort relating to the Excluded Assets, including, but not limited to, liability relating to any representations, warranties or covenants made to the transferee(s) relating to the Excluded Assets.
Transfer of Excluded Assets. After giving effect to the transfer of the Excluded Assets, the Company shall continue to own all assets presently owned by the Company that are used, held for use or intended to be used primarily in the current Business or that are necessary for the conduct of the Business consistent with past practice.
Transfer of Excluded Assets. On or prior to the Closing Date, the Seller Parties shall cause the Company to assign to an Affiliate of Seller all of the Company’s right, title, and interest in and to, and such Affiliate of the Seller Parties shall agree to assume all of the Liabilities related to, the Excluded Assets (the “Excluded Asset Transfer”).
Transfer of Excluded Assets. Except as provided in Section 2.04, effective prior to the Energy Supply Election and at least 2 days prior to the Separation Date, Parent shall cause Energy Supply and each applicable Energy Supply Sub to, contribute, distribute, assign, transfer, convey and/or deliver (“Convey”) to Parent or one or more of the Non-Energy Supply Subs (as defined below), in each case in accordance with, and as more fully described on, Schedule 1.02(a) (and, only with the consent of RJS, which shall not be unreasonably withheld, delayed or conditioned, any amendment or supplement to such Schedule) and Parent shall, or shall cause such applicable Non-Energy Supply Sub to, accept all of Energy Supply’s and such Energy Supply Subs’ respective right, title and interest in, to and under all such Excluded Assets. For the avoidance of doubt, (i) any Excluded Asset that is already held, as of the Separation Time, by Parent or any Non-Energy Supply Sub, shall continue to be held by Parent or such Non-Energy Supply Sub, as applicable, following the Separation Time and (ii) except as otherwise expressly provided herein or in the Employee Matters Agreement, no Energy Supply Assets held by the Energy Supply Group shall be Conveyed to Parent or any Non-Energy Supply Sub without the prior written consent of RJS, which shall not be unreasonably withheld, delayed or conditioned.
Transfer of Excluded Assets. (a) The Company shall transfer all Excluded Assets and all Excluded Liabilities to the Stockholders or their designee (the "Transferee"), or the Stockholders shall transfer cash to the Company, as of 12:01 a.m. on the Closing Date such that the Company has a Zero Balance Sheet at the Closing, provided, however, that the assets of the Company shall not include any notes or accounts receivable. In connection with any transfer from the Company to the Transferee of any Excluded Liabilities, the Transferee shall obtain the release and/or agreement of all third parties to the extent necessary to provide that the Company will have no further obligation of any kind with respect to such liabilities.
Transfer of Excluded Assets. Prior to Closing, the Company and the Sellers shall execute and deliver all documents reasonably requested by the Sellers to transfer for no consideration all right, title and interest in the Excluded Assets to the appropriate Seller.