Purchase and Sale of Assets Sample Clauses

Purchase and Sale of Assets. On the terms and subject to the conditions set forth herein, at the Closing, Sellers shall sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ right, title and interest in, to and under the following assets as they exist on the Closing Date (collectively, the “Purchased Assets”), whether tangible or intangible, real, personal or mixed, Related to the Business, in each case free and clear of all Claims and Liens except Permitted Liens, as approved for sale, transfer and assignment pursuant to the Sale Approval Order: (a) the Purchased Mortgage Servicing and rights to receive Servicing Compensation related thereto, including Servicing Compensation that is accrued and unpaid as of the Closing Date; (b) except as provided in Section 2.15, the Servicing Advances outstanding as of the Closing Date; (c) subject to Schedule M, the ▇▇▇▇▇▇ ▇▇▇ Loans; (d) the Owned Transferred IP and Licensed Transferred IP; (e) the Books and Records; (f) copies of all Tax Returns and related books, records and workpapers filed by or on behalf of any REMIC as to which a Seller is REMIC Administrator (and the duties of which in that capacity the Purchaser will assume), together with all information technology or software in Sellers’ possession related to the performance of the duties of the REMIC Administrator, including any such information technology or software used to assemble or supply information needed to be provided to any third-party service provider engaged by the REMIC Administrator to perform any or all of its duties on its behalf; (g) all REMIC Residual Interests representing a De Minimis Interest in the residual interests of the related REMIC and required to be held by Purchaser as the REMIC Administrator of such REMIC; (h) the Fixtures and Equipment; (i) the Transferred IT Assets; (j) the Owned Real Property, including, to the extent transferable, all easements, Government Authorizations and other rights and interests appurtenant thereto; (k) certain other assets listed on Schedule L-1; (l) credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent related to a Purchased Asset or an Assumed Liability; Schedule L-2 sets forth all such items for which the amount is at least $100,000 as of the date of this Agreement; (m) the causes of action, lawsuits, judgments, refunds, choses in action, rights of...

Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

Purchase and Sale of Assets. The Sub-Adviser shall place all orders for the purchase and sale of securities for the Series with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in all respects. To the extent consistent with applicable law, purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best efforts to obtain execution of transactions for the Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Adviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research services or products, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Series or to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Adviser in managing the Series. To the extent permitted by applicable law, and in all instances subject to the foregoing policy of best execution, the Sub-Adviser may allocate brokerage transactions to broker-dealers (including affiliates of NGAM Distribution, L.P.) that have entered into arrangements in which the broker-dealer allocates a portion of the commissions paid by a fund toward the reduction of that fund’s expenses, subject to the policy of best execution.

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.4, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, and deliver to Purchaser, and Purchaser shall purchase from Seller all of Seller's right, title, and interest in and to the assets and property of Seller described herein that relate to or are used directly or indirectly in the operation of Western International University (the "Business"), whether tangible, intangible, real, personal, or mixed and wherever located including, but not limited to, those items described on Schedule 1.1 hereto, but only the contracts listed on Schedule 1.1: (a) All accounts receivable, notes, and evidences of indebtedness, including accounts no longer carried on Seller's balance sheet; (b) The furniture, fixtures, equipment, and other goods; (c) The inventory, including but not limited to, supplies and materials; (d) The fixtures contained in the buildings used in the Business; (e) All title, claims, and rights under contracts, including agreements with students, but only as specified in Schedule 1.1 hereto; (f) All copyrights, service marks, trademarks, trade names, trade secrets, patents, patent applications, licenses, permits, royalty rights, deposits, and rights and claims to refunds and adjustments of any kind; (g) All securities, notes, bank accounts (including the Barclays bank account), certificates of deposit, and bonds; (h) Goodwill; (i) All prepaid items and deposits, including but not limited to, insurance (except for Seller's rights under the Educators Legal Liability Policy No. 524-213137-8 and Policy No. 524-18▇▇▇▇-▇), including any cash surrender value thereof, prepaid expenses (except for up to $17,079.43 in Seller's trust account at Ryley, Carlock & Applewhite), and prepaid ▇▇▇▇; (▇) ▇▇▇ books, files, records, and accounting systems, including but not limited to, computer hardware and related software or embodiments; (k) All learning resources, library, curriculum, and other educational program materials and resources ("Learning Resources"); (l) Any additional items of tangible property used or owned by Seller which are not included above and the items of property listed on Schedule 2.6; (m) The accreditation of Seller by the Commission on Institutions of Higher Education of the North Central Association of Colleges and Schools; and (n) The name "Western International University." For purposes of this Agreement, all of the property and assets described in this Section 1.1 shall be referred to collectively as "Purchased...

Purchase and Sale of Assets. Absent instructions from the Manager to the contrary, the Sub-Adviser shall place all orders for the purchase and sale of securities for the Series with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in all respects. To the extent consistent with applicable law, purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best efforts to obtain execution of transactions for the Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Adviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination with respect to brokerage and research services or products may be viewed in terms of either that particular transaction or the overall responsibilities that the Sub-Adviser and its affiliates have with respect to the Series or to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Adviser in managing the Series.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”): (1) the Fee Parcels and the Flowage Rights, and other real property and real property interests related to the Projects, described on Exhibit 2.1(1) (collectively, the “Real Property”); (2) the machinery, equipment, tools, furniture, furnishings and other fixed assets listed on Exhibit 2.1(2), and all related warranties by manufacturers or vendors to the extent that those warranties are freely transferable (such warranties are referred to in this Agreement as the “Transferable Warranties”); (3) the inventory of supplies, stores, tools, parts and materials used in connection with the Projects, as identified on Exhibit 2.1(3); (4) all licenses (other than Permits), contracts, agreements, purchase orders, commitments, understandings or arrangements (other than those with Affiliates, unless listed on Exhibit 2.1(4)) to which Seller is a party or by which it is bound and that primarily relate to the Projects or the Purchased Assets (as described elsewhere in this Section 2.1), all as set forth on Exhibit 2.1(4) (collectively, the “Assumed Agreements”); (5) the Permits that are listed on Exhibit 2.1(5), in each case to the extent they are freely assignable (the “Transferable Permits”); (6) the Environmental Permits that are listed on Exhibit 2.1(6), in each case to the extent the same are freely assignable (the “Transferable Environmental Permits”); (7) the Documents; (8) the facilities and equipment required to interconnect the Projects to the distribution grid as described on Exhibit 2.1(8), that on the Closing Date will be owned and operated by WWLC; (9) the WVIC Shares; and (10) the additional assets set forth on Exhibit 2.1(10).

Purchase and Sale of Assets. Absent instructions from the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of securities for the Portfolio with brokers or dealers selected by the Subadviser, which may include brokers or dealers affiliated with the Subadviser, provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act in all respects. To the extent consistent with applicable law and then-current SEC positions, purchase or sell orders for the Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser agrees that securities are to be purchased through brokers and dealers that, in the Manager’s best judgment, offer the best combination of price and execution. The Subadviser, in seeking to obtain best execution of portfolio transactions for the Portfolio, may consider the quality and reliability of brokerage services, as well as research and investment information and other services provided by brokers or dealers. Accordingly, the Subadviser’s selection of a broker or dealer for transactions for the Portfolio may take into account such relevant factors as (i) price, (ii) the broker’s or dealer’s facilities, reliability and financial responsibility, (iii) when relevant, the ability of the broker to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of the order, (iv) the broker’s or dealer’s recordkeeping capabilities and (v) the research and other services provided by such broker or dealer to the Subadviser which are expected to enhance its general portfolio management capabilities (collectively, “Research”), notwithstanding that the Portfolio may not be the exclusive beneficiary of such Research. Commission rates, being a component of price is one factor considered together with other factors. The Subadviser shall not be obligated to seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction for the Portfolio or to select any broker-dealer on the basis of its purported posted commission rate. Accordingly, in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser, in its discretion, may cause the Portfolio to pay a commission for effecting a transaction for the Portfolio in excess of the amount another broker or dealer would have charged for effecting that transaction. This may be do...