Transferred Assets and Liabilities Clause Samples

Transferred Assets and Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, the Asset Seller will sell, convey, assign, transfer and deliver to the Acquisition Sub, and Acquisition Sub will purchase, acquire and accept from the Asset Seller all of the Transferred Assets free and clear of all Liens (other than Permitted Exceptions), and agree to pay, discharge and perform in accordance with their terms all of the Transferred Liabilities as the same shall exist immediately prior to the Closing; provided, that the actions to be taken by the Sellers, Parent and Acquisition Sub pursuant to this Section 1.2(a) are subject to the exclusions set forth in 1.2(b) and 1.2(c).
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Transferred Assets and Liabilities. Subject to the terms and subject to the conditions of this Agreement, at the Closing, pursuant to the Bill of Sale, Assignment and Assumption Agreement and the Intellectual Property Assignment Agreement, as applicable, the Asset Sellers will, or will cause their respective Affiliates to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Asset Sellers and the applicable Affiliates, all of the Transferred Assets, free and clear of all Liens, except for Permitted Liens, and assume, agree to pay, discharge and perform in accordance with their terms all of the Transferred Liabilities as the same shall exist immediately following the Closing; provided, that (i) the actions to be taken by the Asset Sellers and Buyer under this Section 2.2(a) are subject to the exclusions set forth in Section 2.2(b) and Section 2.2(c) and (ii) the Transferred Assets and Liabilities of the Acquired Companies shall be retained by the Acquired Companies.
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Transferred Assets and Liabilities. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), Seller shall sell, transfer, assign, and convey to Buyer, and Buyer shall purchase from Seller, all rights, title, and interest in and to the assets listed on Schedule A, B, C, and D attached hereto (collectively, the “Purchased Assets”), and Buyer shall assume all payment obligations and liabilities associated therewith subsequent to the Closing Date, as follows: ● The JOURNY brand and associated apps, including any trademark rights owned by Seller as to the JOURNY mark by Seller as listed on Schedule A; ● Agreements governing distribution rights to JOURNY as listed on Schedule B (“Distribution Agreements”), and the rights to any associated revenue streams and/or receivables associated therewith; ● Rights to utilize content licensed by Ovation LLC for JOURNY over the remaining terms of the applicable licenses, in accordance with the license agreement between Buyer and Seller attached hereto as Schedule C (“Content License Agreement”); ● The service agreements listed in Schedule D as they relate to technology services pertaining to JOURNY, which agreements shall be assigned or applicable rights otherwise transferred effective as of the Closing Date (“Service Agreements”). ● Revenue that is received by Seller pertaining to the Business and attributable to periods following the Closing Date shall be forwarded by Seller to Buyer within 30 days of receipt. Seller shall work in good faith to instruct payors to remit future such payments directly to Buyer. ● Invoices for Service Agreements received by the Seller or Buyer for periods after the Closing Date shall be paid by the Buyer; provided, however, that if any such invoices pertain to periods prior to the Closing Date, the Seller shall reimburse the Buyer for pre-closing period services on a pro-rated basis.
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Transferred Assets and Liabilities. (a) As of the Effective Time and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser free and clear of all Encumbrances, and Purchaser will purchase (or in the case of Deposit Liabilities, assume) from Seller free and clear of all Encumbrances, the following assets and liabilities located at each of the Branch Offices, except as otherwise excluded from sale pursuant to the provisions of subsection (b) below: (i) Marketable (as defined below) fee simple right, title and interest in and to the real estate located at the Branch Offices listed on Schedule 2.1 (a) (i) hereto, together with all assignable real property rights and appurtenances pertaining thereto (collectively, the "Real Property"); (ii) all leasehold improvements listed on Schedule 2.1(a)(ii) at the Branch Offices ("Leasehold --------- Improvements"), in an AS IS condition and subject to ------------ ordinary wear and tear; (iii) furniture, fixtures, equipment and other tangible personal property, if any, listed on Schedule 2.1(a)(iii), in an AS IS condition and subject to ordinary wear and tear (collectively, the "Personal -------- Property"); -------- (iv) true copies of the lease agreements and all amendments for the Atlantic City North and Northfield Branch Offices as set forth on Schedule 2.1(a)(iv) (the "Real ---- Property Lease Agreements"); ------------------------- (v) all Loans, if any, transferred pursuant to Section 2.4; (vi) the Records; (vii) all lease contracts related to rental of safe deposit boxes at the Branch Offices ("Safe Deposit Contracts") and the rented and unrented safe deposit boxes at the Branch Offices including two keys to each unrented safe deposit box; (viii) all Assumed Contracts as set forth at Schedule 5.10; (ix) all coins and currency located at the Branch Offices as of the Effective Time, which shall include any coins and currency in ATMs at the Branch Offices at the Effective Time (the "Coins and Currency") (the assets ------------------- referred to in Subsections (i) through (ix), collectively, the "Transferred Assets"); and ------------------ (x) the Deposit Liabilities, as set forth on Schedule 2.3(a). (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are (i) all proprietary merchandising equipment listed on Schedule 2.1(b) and other assets listed on Schedule 2.1(b), (ii) Seller's rights in and to its name and the n...
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Transferred Assets and Liabilities. Section 2.2(a) of the Agreement is hereby amended by inserting the following at the end of Section 2.2(a): Notwithstanding anything to the contrary contained herein, (x) the Sellers shall (and shall cause their Affiliates to) transfer, prior to the Closing and pursuant to and in accordance with those certain Bill of Sale, Assignment and Assumption Agreements attached hereto as Attachment 2-A and 2-B, respectively, all of Transferred Assets and Liabilities to the applicable Acquired Company in lieu of transferring such Transferred Assets and Liabilities directly to Buyer at the Closing, and (y) for all purposes under the Agreement, the Sellers and Buyer shall continue to have all rights, duties and obligations contained in this Agreement applicable to such Transferred Assets and Liabilities. For avoidance of doubt, each Buyer and the applicable Seller shall be responsible for fifty percent (50%) of all Transfer Taxes incurred as a result of the transfer of the Transferred Assets and Liabilities in accordance with Section 5.6(f).
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Transferred Assets and Liabilities. Subject to the terms and conditions of this Agreement, at or prior to the Closing, pursuant to the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, Seller and its Affiliates (other than the Company) will sell, convey, assign, transfer and deliver to the Company or at Buyer’s election, the Buyer or its designee, and the Company, Buyer or its designee shall purchase, acquire and accept, all of the Transferred Assets and assume, agree to pay, discharge and perform in accordance with their terms all of the Transferred Liabilities as the same shall exist immediately prior to the Closing; provided, that the actions to be taken under this Section 2.2(a) are subject to the exclusions set forth in Section 2.2(b) and Section 2.2(c); and, provided, further, that the Business Real Property that is Seller Business Real Property will be transferred to the Company prior to the Closing pursuant to Section 5.12(b).
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Related to Transferred Assets and Liabilities

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and 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 Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall 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.

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Assumed Liabilities On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities": (a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller; (b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12; (e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, including but not limited to: (i) costs of compliance (including capital, operating and other costs) relating to any violation or alleged violation of Environmental Laws occurring prior to, on or after the Closing Date, with respect to the ownership of the Assets or operation of the Business; (ii) property damage or natural resource damage (whether such damages were manifested before or after the Closing Date) arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to, or migrating from any Assets prior to, on or after the Closing Date; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences after the Closing Date) of Environmental Conditions or Regulated Substances that are present or have been Released prior to, on or after the Closing Date, at, on, in, adjacent to or migrating from the Assets; (iv) any violations or alleged violations of Environmental Laws occurring on or after the Closing Date with respect to the ownership of any Assets or operation of the Business; (v) any bodily injury or loss of life arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to or migrating from any Asset on or after the Closing Date; (vi) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business; and (vii) any Remediation of any Environmental Condition or Release of Regulated Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership or operation of the Assets; provided, that nothing set forth in this Section 2.3 shall require Buyer to assume any liabilities, responsibilities or obligations that are expressly excluded in Section 2.4; (f) any Tax that may be imposed by any federal, state or local government on the ownership, sale (except as otherwise provided in Section 3.4 or 6.10(a)), operation of the Business or use of the Assets on or after the Closing Date, except for any Income Taxes attributable to the income of Seller; (g) all liabilities and obligations of Seller or Buyer arising on and after the Closing Date under those Orders specifically relating to the Assets or the Business issued by or entered into with any Governmental Authority and listed in Schedule 2.3(g) or imposed on Buyer in any Required Regulatory Approval; (h) customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case directly related to the Business and outstanding on or arising after the Closing Date; and (i) actions and proceedings based on conduct, actions, circumstances or conditions arising or occurring on or after the Closing Date, actions and proceedings described in Schedule 2.3(i), actions and proceedings arising from or directly related to any other Assumed Liability, and generic or industry-wide actions and proceedings outstanding on or arising on or after the Closing Date that are applicable to the Business.