Asset Purchase and Sale Agreement that certain Purchase and Sale Agreement, dated on the Contract Date, between (i) HFP Hotel Owner II, LLC, CSB Stratford, LLC, and CC Technology Square LLC, collectively as seller, and (ii) Purchaser, as purchaser, pursuant to which seller has agreed to sell and Purchaser has agreed to purchase all of seller’s right, title and interest in and to certain hotels more particularly described therein.
Asset Purchase and Sale Agreement. ARTICLE IX
Asset Purchase and Sale Agreement. All conditions to closing under the Asset Purchase and Sale Agreement shall have been satisfied or waived (other than those conditions that by their nature will be satisfied at the closing thereunder). The Buyer specifically waives any condition pertaining to the existence of valid and current Eagle and Gxxxxxx Permits at the time of Closing. The Buyer may waive any other condition specified in this Section 6.01 if it executes a writing so stating at or prior to the Closing and such waiver shall not be considered a waiver of any other provision in this Agreement unless the writing specifically so states.
Asset Purchase and Sale Agreement. All conditions to closing under the Asset Purchase and Sale Agreement shall have been satisfied or waived (other than those conditions that by their nature will be satisfied at the closing thereunder).
Asset Purchase and Sale Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Closing of this Agreement is expressly conditioned upon the simultaneous consummation of the transactions set forth in the Asset Purchase and Sale Agreement.
Asset Purchase and Sale Agreement on PacifiCorp Site Asset Purchase and Sale Agreement (“APSA”) bids for construction on a PacifiCorp Site must be in the form of the APSA attached as Attachment 6 and its Appendices which have the PacifiCorp Site specifications set forth therein. Any APSA proposal for development and construction on a PacifiCorp Site (Lake Side or Currant Creek), must be bid that results in the development and construction of a facility that complies with the specifications in the APSA. Pricing for the purchase and sale of the facility can be structured to include progress payments, or as a single lump sum payment due upon achievement of commercial operation. The Company will in no event make progress payments to a Bidder unless each such payment results in the transfer of a tangible asset or a percentage ownership of an asset at the time each payment is made. Bidders must submit bids that comply with one of these two payment structures. All Bidders in this category must complete the information requested in Appendix C-2. The Bidder will be required to enter into an APSA Contract, and a Construction Coordination Agreement, which is attached to the APSA as Appendix S. The Bidder shall be responsible for all aspects of the development and construction of the facility, including, but not limited to, permitting, engineering, procurement, construction and all related costs up to achieving commercial operation, with the exception of those costs to be borne by the Company to support start-up, testing, commissioning, and acceptance that are explicitly defined in the Bidder’s proposal. Without limiting the foregoing, the Bidder shall be responsible for obtaining all rights and resources required to construct and provide an operational generation resource consistent with the Bidder’s proposal. Such rights and facilities may include without limitation water, emissions reduction credits, xxxxx and pipelines. The Company may, but will not be required to, make available for the successful Bidder’s purchase those rights and facilities outlined in Attachment 7 for Lake Side and Attachment 8 for Currant Creek. Bidder costs related to such rights and facilities subsequent to commercial operation of the facility shall be as defined in the APSA Contract. In the event a facility is proposed to be located on a PacifiCorp Site, the Bidder must negotiate and enter into a lease or land purchase agreement acceptable to the Company, together with a Construction Coordination Agreement substantially in...
Asset Purchase and Sale Agreement. Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 1.1(b) to this Agreement;
Asset Purchase and Sale Agreement. (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 1.1(k) until the Effective Time, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims;
Asset Purchase and Sale Agreement thereof, all references in this Agreement to the Closing Date shall be deemed to refer to the time and to the date to which the Closing Date shall have been so postponed as herein provided.
Asset Purchase and Sale Agreement. (d) Sellers shall not engage in any practice, take, fail to take, or omit any action, or enter into any transaction, (i) of the kind described in Section 3.26 or (ii) which would make any of the representations and warranties in Article III not true.
