Transfer to the Authority of Assets, Contracts, etc Sample Clauses

The 'Transfer to the Authority of Assets, Contracts, etc' clause establishes the requirement for one party to transfer ownership or control of specified assets, contracts, and related rights or obligations to a designated authority, typically at a certain point such as the end of a contract or upon termination. In practice, this may involve handing over physical property, assigning contractual rights, or transferring licenses and records to the authority to ensure continuity of operations. The core function of this clause is to ensure a smooth and orderly transition of essential resources and responsibilities, preventing disruption and safeguarding the interests of the authority in ongoing or future activities.
Transfer to the Authority of Assets, Contracts, etc. On the service of a notice of termination or termination on the Expiry Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Schools as has been constructed on or has become affixed to the Sites; and (B) all construction materials on-hand to be affixed to the Sites or otherwise used in the Schools; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Sites will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges; and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that: (1) Project Co will not be obligated to assign to the Authority any of Project Co’s rights to claim against the applicable Project Contractor that arose under such Project Contract prior to the date of such novation or assignment; and (2) if termination occurs under Section 13.3 (Project Co’s Options) the consent of the applicable Project Contractor will be required; (c) Project Co will, or will cause any Material Contract Party to, offer to sell to the Authority at the Fair Market Value, free from any security interest, all or any part of the stocks of material and other assets, road vehicles, spare parts and other moveable property owned by Project Co or any Material Contract Party and reasonably required by the Authority in connection with the operation of the Schools or the provision of the Services; (d) Project Co will deliver to the Authority (to the extent not already delivered to the Authority): (1) all existing designs, plans and other documents produced in connection with the Schools and in the control of Project Co; (2) one complete set of existing “as built drawings” showing all alterations made to the Schools since the commencement of operation of the Schools; and (3) one complete set of existing up to date maintenance, operation and trainin...
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Transfer to the Authority of Assets, Contracts, etc. On or promptly after the Termination Date: (a) if prior to the Service Commencement Date: (1) in so far as any transfer will be necessary to fully and effectively transfer property to the Authority, Project Co will transfer to, and there will vest in, the Authority (or any New Project Co as may be appointed by the Authority) free from all financial encumbrances: (A) such part of the Facility as has been constructed on or has become affixed to the Lands; and (B) all construction materials on-hand to be affixed to the Lands or otherwise used in the Facility; and (2) if the Authority so elects: (A) the construction plant and equipment will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction; and (B) all other Project related plant and all materials on or near the Lands will remain available to the Authority or the New Project Co for the purposes of completing the Design and Construction, subject to payment by the Authority of the Design-Builder’s reasonable charges, and (b) if the Authority so elects, Project Co will cause any or all of the Project Contracts to be novated or assigned to the Authority, provided that if termination occurs under
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Related to Transfer to the Authority of Assets, Contracts, etc

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization: