CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING Sample Clauses

CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING. 11 Section 2.1 Contribution and Assumption 11 Section 2.2 Interests 11 Section 2.3 Purchase Price 11 Section 2.4 Company Working Capital Adjustment 12 Section 2.5 Closing 12 ARTICLE III REPRESENTATIONS AND WARRANTIES AS TO SELLER AND CERTAIN OF ITS SUBSIDIARIES 13 Section 3.1 Organization and Good Standing 13 Section 3.2 Enforceability; Authority; No Conflict 13 Section 3.3 Capitalization 15 Section 3.4 Financial Statements 15 Section 3.5 Title to Business Assets 16 Section 3.6 Legal Proceedings; Orders 16 Section 3.7 Absence of Certain Changes and Events 17 Section 3.8 Contracts 18 Section 3.9 Compliance with Laws 20 Section 3.10 Employees 20 Section 3.11 Peanuts Feature Intellectual Property 21 Section 3.12 Seller Software 22 Section 3.13 Certain Payments 23 Section 3.14 Accounts Receivable 23 Section 3.15 Brokers or Finders 23 Section 3.16 Condition and Sufficiency of Facilities 24 Section 3.17 No Undisclosed Liabilities 24 Section 3.18 Transactions with Affiliates 24 Section 3.19 Sufficiency of Assets 24 Section 3.20 Customers, Suppliers and Licensees 24 Section 3.21 Books of Account and Reports 25 Section 3.22 Seller Tax Representations 25 Section 3.23 No Material Adverse Effect 25 ARTICLE IV ADDITIONAL REPRESENTATIONS AND WARRANTIES AS TO UMKK AND UMNET AND PARENT 25 Section 4.1 Tax Representations 25 Section 4.2 Employee Benefits 27 Section 4.3 Insurance 29 Section 4.4 Parent Representations 29 TABLE OF CONTENTS (continued) Page ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 31 Section 5.1 Organization and Good Standing 31 Section 5.2 Authority; No Conflict 31 Section 5.3 Investment Intent; Financial Capability 31 Section 5.4 Certain Proceedings 31 Section 5.5 Brokers or Finders 31 Section 5.6 Investigation by Buyer 32 ARTICLE VI COVENANTS OF SELLER PRIOR TO CLOSING DATE 32 Section 6.1 Access and Investigation 32 Section 6.2 Operation of the Business 32 Section 6.3 Commercially Reasonable Efforts 33 Section 6.4 Audited Financials 33 ARTICLE VII COVENANTS OF BUYER PRIOR TO CLOSING DATE 33 Section 7.1 Commercially Reasonable Efforts 33 Section 7.2 Buyer Acknowledgement 33 ARTICLE VIII MISCELLANEOUS COVENANTS 33 Section 8.1 Tax Treatment of Purchase of Membership Interests in Company 33 Section 8.2 Required Approvals of Governmental Bodies 34 Section 8.3 Notice of Developments; Access to Records 34 Section 8.4 Transition Services Agreements; Sublease; Syndicate Services Agreement 35 Section 8.5 Employees of the Business 35 Section 8.6 Tax Matters 37...
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Related to CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:--

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

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