Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement in the form of Exhibit F hereto.
Xxxx of Sale and Assumption Agreement shall have the meaning set forth in Section 3.1(a).
Xxxx of Sale and Assumption Agreement has the meaning as set forth in Section 2.2(a).
Examples of Xxxx of Sale and Assumption Agreement in a sentence
This document is the Xxxx of Sale and Assumption Agreement contemplated by Sections 5.5 and 6.5 of the Agreement.
Transferee shall have received from Client the signed Xxxx of Sale and Assumption Agreement and any other documents relating to Project Assets as Transferee may reasonably request.
This document is the Xxxx of Sale and Assumption Agreement contemplated by Sections 7.3 and 8.3 of the Agreement.
Client shall have received from Transferee the signed Xxxx of Sale and Assumption Agreement in the form of Exhibit D (“Xxxx of Sale and Assumption Agreement”) and any other documents relating to Project Assets as Client may reasonably request.
This General Assignment, Xxxx of Sale and Assumption Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
More Definitions of Xxxx of Sale and Assumption Agreement
Xxxx of Sale and Assumption Agreement shall have the meaning set forth in Section 7.2(d)(ii).
Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed by Seller and Buyer (or the applicable Affiliates thereof) at the Closing, substantially in the form of Exhibit B attached hereto. “Business” means the business referred to as “Akorn Consumer Health,” which is comprised solely of the business of Seller and its Affiliates involving the researching, developing and selling of the Products, but for the avoidance of doubt, does not include the business of Seller and its Affiliates involving the manufacturing or distribution of the Products. “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks in New York, New York are required or authorized by Law to be closed. “Business Employee” means each individual employed by Seller or any Affiliate of Seller listed on Schedule 1.01(a), which will be updated between the date of this Agreement and the Closing Date to (x) remove any employees who are no longer employed by Seller or any Affiliate of Seller and (y) add any individual hired (or transferred) to replace any employee removed from the list pursuant to clause (x) above, such new individual to be provided with substantially comparable compensation terms as the applicable removed employee. “Business Manufacturing Assets” means any and all assets, properties or rights involved in the manufacturing and distribution of the products of Seller and its Affiliates (including the Products), including Intellectual Property Rights of Seller or its Affiliates, the manufacturing and distribution facilities of Sellers and its Affiliates located anywhere in the world, all equipment, machinery, fixtures and other tangible assets located at any such manufacturing or distribution facility, and the other assets, properties and rights listed on Schedule 1.01(g). “Buyer Fundamental Representations” means the representations and warranties made by Buyer in Section 5.01. “Buyer Indemnitees” means, collectively, Buyer and its Affiliates and its and their respective partners, members, directors, officers, managers, shareholders, employees, counsel, advisors, successors and permitted assigns. “Cash and Cash Equivalents” means cash, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority. For the avoidance of doubt, Cash and Cash Equivalents shall include checks, wire transfers...
Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed by Parent, NYSE Regulation and NASD at or prior to the Closing, substantially in the form of Exhibit 1.01(c).
Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement providing for the Buyer’s purchase of the Purchased Assets from USAgencies and Affirmative Services, as applicable, and assumption of the Assumed Liabilities in the forms attached hereto as Exhibits G-1 and G-2.
Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed by the parties at the Closing, a form of which is attached hereto as Exhibit 3;
Xxxx of Sale and Assumption Agreement means a xxxx of sale and assignment and assumption agreement in the form of that attached hereto as Exhibit B, pursuant to which the Seller shall (i) transfer to the Buyer all of the Tangible Personal Property and (ii) assign to the Buyer all of the intangible personal property included in the Transferred Assets and the Buyer shall assume the Assumed Liabilities.
Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed at Closing by Purchasers and the Sellers in substantially the form attached hereto as Exhibit B.