Asset Purchase. Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);
Asset Purchase. At Closing, Karrington shall purchase from Buffalo Hills Residence (and Parent agrees to cause Karrington to purchase), and Buffalo Hills Residence shall sell to Karrington, all of Buffalo Hills Residence's right, title, and interest in and to the assets pertaining to the operation of The Kensington-Buffalo (the "Assets"), including the following: 2.1.1 The real property owned in fee simple by Buffalo Hills Residence as more particularly described in Schedule 2.1.1 (the "Land"), together with all buildings, improvements, and fixtures located thereon (the "Improvements") and all rights, privileges, servitudes, and appurtenances thereunto belonging or appertaining, including all right, title and interest of Buffalo Hills Residence in and to the streets, alleys, and rights-of-way adjacent to the Land, if any (the "Real Estate"); 2.1.2 All of the tangible and intangible personal property located upon, relating to, or used in connection with or in the operation and maintenance of the Real Estate, including, but not limited to, electric and gas appliances, maintenance equipment, furniture, books and records, inventory and supplies, leases, security deposits, trade names and signage, as more fully itemized on Schedule 2.1.2 (the "Personal Property") (the Real Estate and Personal Property are collectively referred to as the "Property"); 2.1.3 All contracts pertaining to the provision or administration of assisted living services to the residents of The Kensington-Buffalo (the "Services"), including any residential leases or similar agreements with residents or their legal representatives or caregivers (the "Resident Agreements"), as more fully itemized on Schedule 2.1.3 (the "Contracts"); 2.1.4 All leased equipment used in connection with the Services, as more fully itemized on Schedule 2.1.4 (the "Equipment Leases"); 2.1.5 All licenses from or to third parties relating to software as more fully itemized on Schedule 2.1.5 (the "Software Licenses"); 2.1.6 All motor vehicles associated with the Services, as more fully itemized on Schedule 2.1.6 (the "Motor Vehicles"), including Motor Vehicles subject to leases also as more fully itemized on Schedule 2.1.6 (the "Vehicle Leases"); 2.1.7 All books and records (including all computer files and other electronic data) relating to the Assets and the Services and the records pertaining to persons receiving Services; provided, however, that Buffalo Hills Residence shall continue to have reasonable access to such books and re...
Asset Purchase. The Borrower shall cause the Asset Purchase to be consummated in accordance with the terms of the Asset Purchase Documents and applicable requirements of law and shall cause compliance by Asset Purchaser in all material respects with its obligations under the Asset Purchase Documents. The Loan Parties shall deliver such agreements, documents and instruments reasonably requested by Agent to evidence consummation of the transactions contemplated by the Asset Purchase Documents.
Asset Purchase. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase from the Vendor, and the Vendor shall sell, assign, transfer, convey, and deliver to the Purchaser all of the Assets as at the Closing Date.
Asset Purchase. The transaction contemplated under this Agreement is strictly an asset purchase, and Purchaser is not taking any assignment of any debt, obligation, or other Encumbrance on any of the Assigned Patents.
Asset Purchase. The closing contemplated by the Asset Purchase Agreement shall have been consummated concurrently with the Closing hereunder.
Asset Purchase. The closing of the transactions contemplated by the Asset Purchase Agreement shall have occurred.
Asset Purchase. On the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to purchase from Seller, and Seller agrees to (and Shareholder agrees to cause Seller to) sell, transfer, convey and deliver to TransWestern, free and clear of any Security Interest, all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):
Asset Purchase. In the event that Axon receives a bona fide offer (an “Asset Purchase Offer”) from a third-party to acquire any or all of Axon’s assets, then Axon shall, prior to accepting such offer, [*].
Asset Purchase. Upon the terms and subject to the conditions of this Agreement, and except for the assets set forth on Schedule 2.1(a) hereof, at the Closing, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Seller, one hundred percent (100%) of the assets of the Seller, tangible and intangible, wherever located, whether or not listed in the Financial Statements (the “Purchased Assets”). The Purchased Assets include, without limitation: (i) all accounts receivable of Seller; (ii) the Beauty Brands and Costco orders; (iii) all Seller customer relationships; and (iv) and all formulas related to the Per-fekt products. The Purchased Assets shall be sold, transferred and assigned free and clear of all Liens and Encumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, the Purchased Assets will not include any of the assets listed on Schedule 2.1(a) (collectively, the “Excluded Assets”).
