Assets to be Purchased by Buyer Sample Clauses

Assets to be Purchased by Buyer. Subject to Section 1.2 and on and subject to the other terms and conditions set forth in this Agreement, Sellers hereby agree to grant, sell, convey, assign, transfer and deliver to Buyer, or cause to be granted, sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer agrees to purchase as a going concern, as of the Closing (as defined herein), all of the assets owned by any of Sellers or any of Sellers' respective Affiliates (as defined herein) used exclusively in the Business, of every kind and description and wherever located, free and clear of all Liens (except for Permitted Encumbrances and Real Property Permitted Encumbrances), including, without limitation, the following:
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Assets to be Purchased by Buyer. Upon and subject to the terms and conditions of this Agreement (including the payment by Buyer of the Purchase Price and the assumption by Buyer of the Assumed Liabilities), and based upon the representations and warranties contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the following assets free and clear of any Liens, except for Permitted Encumbrances (collectively, the "Acquired Assets"):
Sample 1Sample 2
Assets to be Purchased by Buyer. Subject to the terms and conditions set forth herein, Seller agrees to sell, transfer, convey and assign to Buyer, and Buyer agrees to purchase and acquire from Seller all of Seller's assets of any kind or type whatsoever, including, but not limited to, the assets listed on Exhibits 1.1 and 1.1(B) attached hereto (the "Purchased Assets").
Sample 1
Assets to be Purchased by Buyer. Subject to the terms and conditions set forth herein, Seller agrees to sell, transfer, convey and assign to Buyer, and Buyer agrees to purchase and acquire from Seller all of Seller's right, title and interest in and to the Norton Assets transferred to Seller pursuant to the Norton Acquisition Agreement.
Sample 1
Assets to be Purchased by Buyer. Subject to the terms and conditions contained in this Agreement, the Sellers agree to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase from the Sellers, on the Closing Date (as hereinafter defined), free and clear of all Encumbrances (as hereinafter defined) all of the Seller's right, title and interest in and to the properties, assets, rights of the Sellers of every kind, nature and description, 6 tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of the Sellers, which are employed by the Sellers in the Subject Business (except for the Excluded Assets, as hereinafter defined) (the "Purchased Assets"). The Purchased Assets shall include, without limitation:
Sample 1
Assets to be Purchased by Buyer. Subject to the terms and conditions of this Agreement, Seller and Manager agree to sell to Buyer, all of the Purchased Assets. On the Closing Date, Seller and Manager shall grant, sell, convey, transfer, deliver and assign to Buyer, by xxxx of sale or other appropriate instruments of assignment and transfer (“Transfer Document”), free and clear of all liens, encumbrances, options, pledges, charges, security interests, equitable interests, easements or rights of third parties (collectively, “Encumbrances”) the Purchased Assets, and Buyer shall purchase, all right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances.
Sample 1
Assets to be Purchased by Buyer. Upon the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to all of the Assets of record owned by Seller as of this date which includes the "J & J" and the "Kelly" assets. (the "Assets"):
Sample 1
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Related to Assets to be Purchased by Buyer

  • Assets to be Purchased (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the "Purchased Assets"): ----------------

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Fund’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

  • Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.

  • Assets Purchased by Assuming Institution With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Assets to be Held The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian.

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