Transfers of Assets and Assumptions of Liabilities Clause Samples

Transfers of Assets and Assumptions of Liabilities. Except as otherwise expressly provided herein (including but not limited to Section 2.4 and Section 7.4) or in any of the Ancillary Agreements: (a) Effective as of the Distribution Time (i) all FTD Assets are intended to be and shall become Assets of the FTD Entities, (ii) all FTD Liabilities are intended to be and shall become the Liabilities of the FTD Entities and (iii) all other Assets and Liabilities of the UOL Entities are intended to be and shall remain exclusively the Assets and Liabilities of the UOL Entities. (b) United Online agrees that, effective as of the Distribution Time, it will transfer or cause to be transferred to FTD or to such other members of the FTD Entities as FTD may designate all right, title and interest in FTD Assets held by any member of the UOL Entities (if any). (c) FTD agrees that, effective as of the Distribution Time, it will transfer or cause to be transferred to United Online or to such other member of the UOL Entities as United Online may designate all right, title and interests in UOL Assets held by any member of the FTD Entities (if any). (d) FTD agrees that it will, or will cause another member of the FTD Entities designated by FTD to (i) assume any of the FTD Liabilities for which a member of the FTD Entities is not the obligor, effective as of the Distribution Time, and (ii) timely pay and discharge all of the FTD Liabilities, at and after the Distribution Time. (e) United Online agrees that it will, or will cause another member of the UOL Entities designated by United Online to (i) assume any of the UOL Liabilities for which a member of the UOL Entities is not the obligor, effective as of the Distribution Time, and (ii) timely pay and discharge all of the UOL Liabilities, at and after the Distribution Time. (f) In the event that any conveyance of an Asset required hereby is not effected at or before the Distribution Time, the obligation to transfer such Asset shall continue past the Distribution Time and shall be accomplished as soon thereafter as practicable. (g) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third-party and such consent has not been obtained by the Distribution Time, then (unless otherwise expressly agreed by United Online and FTD) such Asset shall not be transferred until such consent has been obtained. Subject to reimbursement from the other Party of all reasonable costs and expenses incurred in connection with such actions, United Online and FTD...
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Transfers of Assets and Assumptions of Liabilities. 16 Section 4.1 Contribution of Property 16 Section 4.2 Assumption of Liabilities 16 Section 4.3 Deferred Transfers and Assumptions 17 Section 4.4 Instruments of Transfer and Assumption 18 ARTICLE V CONDITIONS PRECEDENT 18 Section 5.1 Conditions Precedent to Consummation of the Exchange and Distribution 18 Section 5.2 Right to Waive Conditions 19 ARTICLE VI NO REPRESENTATIONS OR WARRANTIES 20 Section 6.1 Disclaimer of Representations and Warranties 20 Section 6.2 As Is, Where Is 20 ARTICLE VII CERTAIN COVENANTS AND ADDITIONAL AGREEMENTS 21 Section 7.1 Insurance Matters 21 Section 7.2 Taxability of Distribution 21 Section 7.3 Restrictions on Post-Closing Competitive Activities; Corporate Opportunities 21
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Transfers of Assets and Assumptions of Liabilities. On or prior to the Closing, Seller shall, and shall cause its Affiliates (including, prior to the Closing, the Group Companies) to, execute all such instruments of sale, conveyance, assignment, assumption, contribution, distribution or transfer, and take all such other actions, as are reasonably necessary to: (i) sell, convey, assign, contribute, distribute or otherwise transfer to the Company (or such other Group Company designated by Purchaser) all of the right, title and interest of the Seller Group, or to otherwise cause the Company (or such other Group Company designated by Purchaser) to retain, all of their respective rights, title and interests, as applicable, in, to and under all Transferred Assets, such that, at the Closing, the Transferred Assets shall be indirectly transferred to Purchaser free and clear of Liens (other than Permitted Liens) through New Seller Subsidiary’s sale, and Purchaser’s acquisition, of the Transferred Equity Interests; (ii) cause the Company (or such Group Company designated by Purchaser) to assume, or otherwise retain, all Assumed Liabilities such that, at the Closing, the Assumed Liabilities shall be indirectly assumed by Purchaser through New Seller Subsidiary’s sale and Purchaser’s acquisition of the Transferred Equity Interests; (iii) sell, convey, assign, contribute, distribute or otherwise transfer to one or more members of the Seller Group all of the right, title and interest of the Group Companies, or to otherwise cause one or more members of the Seller Group to retain, all of their respective rights, title and interests, as applicable, in, to and under all Excluded Assets, such that, at the Closing, the Excluded Assets shall not be transferred to Purchaser or any of its Affiliates (including the Group Companies); and (iv) cause one or more members of the Seller Group to assume or retain all of the Excluded Liabilities.
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Transfers of Assets and Assumptions of Liabilities 
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Related to Transfers of Assets and Assumptions of Liabilities

  • 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:

  • 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

  • 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.

  • 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.

  • Non-Assumption of Liabilities Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).