Purchase of Certain Assets. At the Closing, the applicable Watermark Entity shall sell and transfer to CWI 2, and CWI 2 shall purchase and accept from such Watermark Entity, those assets set forth on Schedule 1 to the Watermark Xxxx of Sale (the “Purchased Assets”) for an aggregate purchase price of $295,000.
Purchase of Certain Assets. With the written consent of Buyer, the Sellers shall be permitted to purchase certain assets of the Company as approved by Buyer for a price equal to the fair market value thereof as mutually agreed by the parties. Such purchases shall be consummated at or prior to Closing.
Purchase of Certain Assets. 1 Section 1.1 Purchase of Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 3 Section 1.5 Asset Purchase Consideration; Allocation 4
Purchase of Certain Assets. Pursuant to agreements reasonably acceptable to the Seller, the Seller shall purchase from the Companies the following assets (collectively, the "Transferred Assets"): (i) immediately after the Closing, all of the Portfolio Stocks for a price equal to their respective fair market values as of the close of the markets as of the Closing Date; (ii) immediately prior to the Closing, all of the Companies' real property for a price equal to their respective statutory book values as of the Closing Date; (iii) immediately prior to the Closing, all of the Companies' mortgage loans on real estate at their amortized statutory book values at the close of business as of the Closing Date; and (iv) immediately prior to the Closing, all of the Companies' interests in the Northtowne Apartments limited partnership and the Midwest Mezzanine Fund limited partnership, in each case, at statutory book value as of the Closing Date.
Purchase of Certain Assets. If, following the Closing Date, any of the agreements between the Business and its customers listed on Schedule 6.13 is terminated prior to its expiration by such customer, promptly following such termination Parent shall cause the applicable Subsidiary to purchase from the applicable New Subsidiary, and Holdings shall cause the applicable New Subsidiary to sell to the applicable Subsidiary, such tangible assets of the Business which were used in connection with such agreement as Holdings may specify, at a purchase price for each such asset equal to the net book value of such asset on the applicable New Subsidiary's books; provided, however, that the Subsidiaries' obligations pursuant to this Section 6.13 shall be limited to the purchase of assets with an aggregate net book value of $5,000,000. If within six months following such termination, the Company or any of the New Subsidiaries shall renew or replace such contract, Holdings shall cause the New Subsidiary which entered into such replacement contract to refund to the payor the amount previously paid in respect of such contract pursuant to this Section 6.13.
Purchase of Certain Assets. On the IPO Closing Date and following the Effective Time, the Stockholder will purchase from the Company for cash in immediately available funds the assets Schedule 6.08 lists at an aggregate purchase price for all those assets equal to the Applied Consideration, whereupon the Company will deliver and otherwise transfer title to those assets to the Stockholder.
Purchase of Certain Assets. Section 5.17 of the Agreement is hereby amended and restated to read in its entirety as follows:
Purchase of Certain Assets. Pursuant to agreements reasonably acceptable to the Seller, the Seller shall purchase from the Companies the following assets (collectively, the "Transferred Assets"): (i) immediately after the Closing, all of the Portfolio Stocks for a price equal to their respective fair market values as of the close of the markets as of the Closing Date; (ii) immediately prior to the Closing, all of the Transferred Property, at a price equal to the aggregate statutory book value as of March 31, 1997 plus an adjustment as provided below; (iii) immedi ately prior to the Closing, all of the Companies' mortgage loans on real estate at their amortized statutory book values at the close of business as of March 31, 1997 plus an adjustment as provided below; and (iv) immedi ately prior to the Closing, all of the Companies' interests in the Northtowne Apartments limited partnership and the Midwest Mezzanine Fund limited partnership, in each case, at statutory book value as of March 31, 1997 plus an adjustment as provided below. The adjustments referred to in clauses (ii), (iii) and (iv) above shall each be calculated by adding an amount equal to (x) 8% of the respective statutory book value as of March 31, 1997, multiplied by (y) a fraction, the numerator of which is the number of days from and including April 1, 1997 to and including the Closing Date, and the denominator of which is 365."
Purchase of Certain Assets. On the Closing Date (as hereafter defined) ProMedCo and POA shall acquire from ADC certain of the Practice assets (the "Practice Assets") of ADC. The Practice Assets shall be more particularly described on Exhibit 1. 1. The Practice Assets shall include, but not be limited to ADC's certain accounts receivable, furnishings and equipment that are currently covered under the Hospital Agreements referenced in Section 1.5. The furnishings and equipment subject to the Hospital Agreements shall become the property of POA upon the reimbursement of ADC by POA for the cost of the furnishings and equipment as specified in the purchase option detailed in the Hospital Agreements. The reimbursement of ADC by POA, in the event that the Hospital Agreements complete their initial terms, shall be the reacquisition price incurred by ADC according to the Hospital Agreements for furnishings, equipment and replacements thereof purchased by the hospitals prior to January 17, 1996, plus any furnishings, equipment and replacements thereof that were purchased pursuant to the Hospital Agreements after January 17, 1996, that were approved by the Policy Council, as defined in that Interim Services Agreement between the parties dated January 19, 1996 (the "Interim Services Agreement"). In the event that the Hospital Agreements are terminated, with or without cause by ADC prior to the initial term of the Hospital Agreements, then the reimbursement of ADC by POA shall be limited to ten percent (10%) of the original acquisition price of such furnishings, equipment and replacements thereof that were purchased pursuant to such Hospital Agreements prior to January 17, 1996, plus the reacquisition price, according to the terms of such Hospital Agreements, of any furnishings, equipment and replacements thereof that were purchased pursuant to such Hospital Agreements after January 17, 1996, and that were approved by the Policy Council, as defined in the Interim Services Agreement. In either case above, the reimbursement of ADC by POA shall be reduced by the reacquisition price of any assets associated with any physicians who became members of ADC concurrent with the formation of ADC on January 17, 1996, and who sold their assets to either local hospital according to the Hospital Agroctnents, subsequent to January 17, 1996. ADC agrees that upon the termination of the Hospital Agreements, ADC will exercise its option to repurchase the equipment owned by the hospital under the Hospital Agreements.
Purchase of Certain Assets. The Company shall endeavor to negotiate the purchase of the device known as an "apex switch" from Network Services System L.P. ("Network"), currently a debtor in possession, having filed a petition under Chapter 11 of the United States Bankruptcy Code, and subject to reaching agreement with respect to the terms for the purchase for such assets, the Company shall make prompt application to the United States Bankruptcy Court, District of Delaware, for an order confirming the sale of the said "apex switch" to the Company. Upon confirmation of such order, GTS or its designee shall be solely responsible for the payment of the purchase price for the switch. In the event that the Company and Network shall for any reason be unable to agree upon the purchase price for the apex switch, or in the event that the sale of the apex switch to the Company shall for any reason not be approved by order of the Bankruptcy Court, GTS or its designee shall pay to the Company an amount equal to the purchase price for an apex switch, or similar device, which the Company shall acquire at the lowest market price available to the Company.
