Asset Acquisition Clause Samples

Asset Acquisition. Upon receipt of the Treasury Funding, the Manager shall use commercially reasonable efforts to purchase TON in the open market in accordance with the mandate set forth in Article 3.

Asset Acquisition. Upon the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and pay for, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, located within the Mine Areas, other than the Excluded Assets (collectively, the “Purchased Assets”), including all of the following: (a) all real property, including surface property, coal and any substances (excluding Oil and Gas) necessarily produced in association with such coal, owned by the Seller, together with all rights, easements and privileges appurtenant thereto or associated therewith, as identified on Schedule 2.1(a) (collectively, the “Owned Real Property”); (b) all surface easements, permits, licenses, servitudes, rights-of-way, options, consents waivers and other real property agreements including surface leases, as identified on Schedule 2.1(b) (collectively, the “Land Agreements”); (c) all coal leases and leasehold estates, mining rights, subsidence rights, options relating to the foregoing, or the coal therein and thereunder, or access thereto or the right to mine, remove and transport same, that are held by the Seller, including any extension or amendment to any of the foregoing, as identified on Schedule 2.1(c) (collectively the “Coal Leases”); (d) upon obtaining the requisite approvals of any applicable Governmental Body and to the extent transferable, all Permits pertaining to the Fola Operations, as set forth on Schedule 2.1(d) (collectively, the “Purchased Permits”); (e) all existing and effective agreements, contracts, personal Land Agreements, purchase orders, and other agreements pertaining to the Fola Operations, the subject matter of which is not real property, which are described on Schedule 2.1(e), and excluding those described in Section 2.2(f) (collectively, the “Contracts”); (f) all Improvements, equipment, machinery, fixtures, furniture, tools, vehicles, office equipment, supplies, computers (including hardware and software), telephones and other personal property, operational or non-operational that is located within the Mine Areas that have not been discarded, consumed, disposed of or replaced in the Ordinary Course of Business, including mining equipment, pumps, motors, machinery, flow lines and pipelines, ro...

Asset Acquisition. Pursuant to the terms and subject to the conditions of this Agreement, except as set forth in Section 1.2, each of the Sellers shall take all such actions necessary to convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall acquire from each of the Sellers, all of the right, title and interest of any Seller in and to all of the Assets owned by any Seller or in which any Seller has any interest, in each case used in, held for use in, related to or reasonably necessary for, the operation of the Business, including all of the right, title and interest of any Seller in or to the following (but excluding the Excluded Assets) (collectively, the “Acquired Assets”): (a) all of the Sellers’ rights under the contracts set forth on Schedule 1.1(a) (collectively, the “Assumed Contracts”); (b) all Books and Records, including all Books and Records relating to Taxes imposed on any Acquired Assets or with respect to the Business (but excluding (i) Books and Records that form part of the general ledger of Parent or any of its Affiliates (other than Seller), (ii) Books and Records relating to any Tax period prior to the TSM Pre-Closing Tax Period and (iii) any Consolidated Tax Return), in each case used in, held for use in, related to or reasonably necessary for the operation of the Business (including Books and Records held on behalf of the Sellers through service providers (including Best Day) or other third parties (e.g., Omniture data and Google data)); provided, however, that Sellers shall deliver to Buyer, pursuant to the Transition Services Agreement, copies of any Books and Records used in, held for use in, related to or reasonably necessary for the operation of the Business and excluded from the Acquired Assets pursuant to clause (i) of this Section 1.1(b); (c) all Acquired Intellectual Property; (d) all Permits used in, held for use in, related to or reasonably necessary for, the operation of the Business or the ownership and use of the Acquired Assets, including those listed on Schedule 1.1(d), but only to the extent assignable to Buyer in accordance with applicable Law; (e) all prepayments and prepaid expenses (e.g., marketing expenses under Assumed Contracts) of the Sellers used in, held for use in, related to or reasonably necessary for the operation of the Business, but only to the extent relating to Acquired Assets; (f) all refunds, claims for refunds, prepayments and prepaid expe...

Asset Acquisition. It is understood that no mining properties are presently held in the name of Global Gold, Inc. (Bahamas). Certain mining properties in Bolivia and in the state of Montana, USA, are presently held in the names of persons affiliated with Global including ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇.

Asset Acquisition. DFS' satisfactory review of all of the documents, instruments and agreements pursuant to which the Asset Acquisition is to be consummated, including but not limited to the Purchase Agreement.

Asset Acquisition. On the Closing Date, LIFE shall purchase from the Seller and the Seller shall sell to LIFE those Assets described and scheduled on Schedule I hereto, which Assets shall include, among other things, all life insurance policies then in force and in good standing (except as hereinafter provided) and which are owned by the Seller or in which the Seller has an interest. Included in such Assets to be sold and purchased as between LIFE and the Seller, shall be those life insurance policies identified on Schedule I as being "▇▇▇▇▇▇ Policies".

Asset Acquisition. (a) Subject to the entry of the Transaction Approval Order and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, Seller shall sell, assign, convey and deliver to Buyer free and clear of any and all Encumbrances (to the maximum extent provided in the Transaction Approval Order), except for Assumed Liabilities, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Business and all of its assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of Seller, other than the Excluded Assets (collectively, the “Assets”), which Assets shall include, without limitation, all of the Seller’s right, title and interest in the following: (i) all of the fixed assets and other tangible personal property, including all machines (whether or not currently located in any of the Facilities), other equipment, computers, management information systems (including without limitation all software and hardware related thereto), telephone systems, furniture, and supplies, wherever located, together with all manufacturers’ warranties pertaining to the same, to the extent that such warranties may exist and be assignable, other than any such fixed assets or other tangible personal property or such warranties pertaining thereto that are subject to personal property leases that are not Assumed Contracts (collectively, the “Equipment”); (ii) all goods, products, and supplies used in the sale of any goods or products and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”); (iii) all outstanding accounts receivable, notes receivable, notes and other receivables in favor of Seller, and all claims arising in connection therewith; (iv) all intellectual property, including all (A) copyright rights (registered and unregistered) and software (including source code and object code), in any case, whether domestic or foreign, registered, unregistered and/or common law (including, without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing and claims for infringement of or interference with any of the foregoing and the right to recover past d...

Asset Acquisition. Subject to the terms and conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver or cause to be delivered to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the Assets, including the Software, Trademark, Patent Rights and Copyrights, free and clear of all Liens (other than the Assumed Liabilities). Seller agrees to promptly execute and deliver all papers and perform such other acts which are reasonably necessary to transfer to Buyer or perfect in Buyer the rights, title and interest hereby conveyed, including separate assignments where necessary, all of the same being in form and substance reasonably satisfactory to counsel for Seller and Buyer.

Asset Acquisition. Promptly following the Effective Time, Parent shall begin acquiring agency residential mortgage-backed securities and other assets meeting the requirements set forth in the Investment Criteria.