Acquisition and Sale Sample Clauses

Acquisition and Sale. To Borrowers’ knowledge, each Borrower’s Inventory included in the Borrowing Base is produced, in all material respects, in accordance with the FLSA.
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Acquisition and Sale. The Company hereby irrevocably grants, conveys, transfers and assigns to Participant, and Participant hereby irrevocably acquires and takes from the Company, the Participation Interest. It is the intention of the parties hereto that the conveyance of the Participation Interest as contemplated by this Agreement shall constitute a conveyance, transfer and assignment of that Participation Interest, including a beneficial interest in the Loans and the Loan Proceeds and any Acquired Collateral as and to the extent provided under New York Law, from the Company to Participant and that such Participation Interest (including such beneficial interest in the Loans and the Loan Proceeds and any Acquired Collateral) shall not be part of the Company’s estate, as determined pursuant to 11 U.S.C. § 541(d), as amended, in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy Law.
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Acquisition and Sale. The Company hereby irrevocably grants, conveys, transfers and assigns to Participant, and Participant hereby irrevocably acquires and takes from the Company, the Participation Interest. It is the intention of the parties hereto that the conveyance of the Participation Interest as contemplated by this Agreement shall constitute a conveyance, transfer and assignment of that Participation Interest, including a beneficial interest in the Loans and the Loan Proceeds as and to the extent provided under New York law, from the Company to Participant and that such Participation Interest (including such beneficial interest in the Loans) shall not be part of the Company’s estate, as determined pursuant to 11 U.S.C. § 541(d), as amended, in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy law.
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Acquisition and Sale. At the Closing, Heerema will acquire from McDermott and its Affiliates, and 15 McDermott will, and will cause its Affiliates to, sell, assign, convey, transfer and deliver to Heerema or one of its Affiliates, (a) all direct and indirect ownership interests of McDermott in (i) Offshore Heavy Lift (Holland) B.V. ("McDermott Holland"), which was formerly named McDermott (Holland) B.V. and which holds the entire 50% interest of McDermott in HeereMac, (ii) POCCI, (iii) OMC and (iv) Heerema McDermott Australia PTY Ltd. ("Heerema McDermott Australia") (such interests being herein collectively referred to as the "Partnership Interests"), and (b) the Subordinated Note. At the Closing, McDermott, through its wholly owned subsidiary J. Xxx XxXxxxxxx, Inc., will grant to Heerema Offshore Services (U.S.), Inc. the MWB 403 Option. At the Closing, McDermott will acquire from Heerema, its Affiliates and the Joint Venture Companies and Heerema will, and will cause its Affiliates and the Joint Venture Companies to, sell, assign, convey, transfer and deliver to McDermott or one of its Affiliates all right, title and interest in, and good and marketable title, free and clear of any Liens, to, (i) DB 000, (xx) Xxxxxxxx 000, (xxx) 100% of the capital stock of Heerema in Heerema Offshore Chartering (U.S.), Inc. ("HOC 650"), the entity which owns all of Xxxxxxx'x interest in the general partnership which owns Intermac 650, and (iv) the DB 100 Crane. All such acquisitions, sales, assignments and transfers shall be effected in the manner specified in Article VI of this Agreement.
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Acquisition and Sale. On the Closing Date, and under the conditions stipulated in the present agreement, the Grantor shall transfer to the Buyer, who obliges itself to acquire, the Shares. Prior to the Closing Date, the Grantor shall obtain the B.S.D. Shares and shall transfer all the Shares to Buyer, who obliges itself to acquire such Shares.
Sample 1
Acquisition and Sale. At the Closing (as hereinafter defined), upon the terms and subject to the conditions contained herein, each of the Shareholders shall sell, transfer and deliver to Acquiror the number of Company Shares indicated opposite his name on Schedule 1 hereto, and Acquiror shall purchase and acquire from each such Shareholder, all right, title and interest of such Shareholder in and to all of the Company Shares to be sold by such Shareholder (as indicated on Schedule 1 hereto), free and clear of all Liens, in consideration of the issuance by Acquiror to each of the Shareholders of the number of Unregistered Shares (collectively, the "ZYGO SHARES") of Common Stock, $.10 par value per share, of Acquiror ("ZYGO COMMON STOCK") indicated opposite his name on Schedule 1 hereto.
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Acquisition and Sale. Subject to the terms and conditions of this Agreement and based on the representations and warranties contained in this Agreement, Aom hereby offers to purchase the Property from the Vendor and the Vendor hereby agrees to sell the Property to Aom.
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Acquisition and Sale of the Seller's Interest.
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Acquisition and Sale 
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Related to Acquisition and Sale

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Consolidation, Merger and Sale of Assets The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless:

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

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