PURCHASE AND SALE OF ASSETS; ASSUMPTION Sample Clauses

PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 9 8 2.1 Purchase and Sale of Assets 9 8 ARTICLE III CONSIDERATION 9 9 3.1 Consideration 9 9 ARTICLE IV CLOSING 9 9 4.1 Closing Date 9 9 4.2 Deliveries by Seller 10 10 4.3 Deliveries by the Agent and Purchaser 11 11 ARTICLE V TERMINATION 11 11 5.1 Termination of Agreement 11 11 5.2 Procedure Upon Termination 12 12 5.3 Effect of Termination 13 12 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 13 13 6.1 Organization and Good Standing of Seller 13 13 6.2 Authorization of Agreement 13 13 6.3 Organization and Good Standing of EIH; Capitalization of EIH 14 13 6.4 Title to Intercompany Note Documents 15 14 6.5 Conflicts; Consents of Third Parties 15 15 6.6 Affiliate Interests 16 15 6.7 Wind Down Budget 16 15 6.8 Taxes 16 16 6.9 No Other Representations or Warranties 16 16 ARTICLE VII
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 1 1.1 Acquired Assets 1 1.1.1
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 1
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF ASSUMED OBLIGATIONS 20 2.1 Purchase and Sale of Assets 20 2.2 Assignment of Permits and Contracts 22 2.3 Certain Provisions Regarding Assignments 23 2.4 Excluded Assets 24 2.5 Assumed Obligations 26 2.6 Retained Obligations 27 2.7 Prorations 29
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF CERTAIN LIABILITIES 13 2.1 Purchase and Sale of Shares 13 2.2 Purchase Price 13 2.3 Closing 13 2.4 Working Capital Adjustment 15 2.5 Earnout Payments 18 2.6 Books and Records 24 ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 24 3.1 Organization and Good Standing 25 3.2 Capitalization 25 3.3 Authorization of Agreement 25 3.4 Conflicts; Consents of Third Parties 25 3.5 Subsidiaries 26 3.6 Financial Statements 26 3.7 Taxes 26 3.8 Real Property 27 3.9 Tangible Personal Property 27 3.10 Assets 27 3.11 Intellectual Property 27 3.12 Material Contracts 28 3.13 Employee Matters 28 3.14 Litigation 29 3.15 Compliance with Laws; Permits 29 3.16 Absence of Certain Changes 30 3.17 Related Party Transactions 30 3.18 Financial Advisors 30 3.19 Environmental 30 3.20 No Other Representations or Warranties; Schedules 30
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 1 1.1 Purchase and Sale of Assets ........................1 1.2
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 1 1.1 Purchase and Sale of Assets 1 1.2 Assets Being Retained by Seller 1 1.3 Assumption of Liabilities 2 ARTICLE II CONSIDERATION FOR ASSETS 2 2.1 Promissory Note 2 2.2 Security Agreement 2 2.3 Forgiveness of Indebtedness 2 ARTICLE III THE CLOSING 2 3.1 Closing 2 3.2 Seller's Obligations at Closing 3 3.3 Obligations of Buyer and Shareholder at Closing 3 ARTICLE IV CONDITIONS TO CLOSING 3 4.1. Conditions to Obligations of Parties 3 ARTICLE V
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PURCHASE AND SALE OF ASSETS; ASSUMPTION. OF LIABILITIES 1 1.1 Purchased Assets 1 1.2 Excluded Assets 3 1.3 Assumed Liabilities 4 1.4 Excluded Liabilities 4 Article II CONSIDERATION; CLOSING 7 2.1 Consideration 7 2.2 The Closing 7 2.3 Deliveries at the Closings 7 2.4 Closing Date Purchase Price Adjustment 10 2.5 Post-Closing Purchase Price Adjustment 10 2.6 Contingent Payment 11 2.7 Allocation of Purchase Price 14 2.8 Escrow Amount 14 Article III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 14 3.1 Organization and Capitalization of the Sellers 15 3.2 Authorization of Transaction 15 3.3 Non-contravention 15 3.4 Subsidiaries 15 3.5 Financial Statements 15 3.6 Events Subsequent to December 31, 2006 16 3.7 Absence of Undisclosed Liabilities 17 3.8 Legal Compliance 17 3.9 Title to Properties 18 3.10 Inventory 20 3.11 Franchise Agreements 20 3.12 Tax Matters 20 3.13 Intellectual Property 20 3.14 Contracts 21 3.15 Insurance 22 3.16 Litigation 23 3.17 Employees 23 3.18 Employee Benefits 24 3.19 Environment and Safety 26 3.20 Suppliers 27 3.21 Accounts and Notes Payable 27 3.22 Regulatory Compliance 27 3.23 Insider Interests 27 3.24 Improper Payments 28 3.25 Brokers 28 3.26 Restaurant Operations 28 3.27 Gift Cards 28 3.28 Disclosure 28 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 28 4.1 Organization 28 4.2 Authorization of Transaction 29 4.3 No Restrictions Against Purchase of Assets 29 4.4 Disclosure 29 4.5 Funds. Buyer will have at each Closing, sufficient funds necessary to consummate the transactions contemplated hereby 29 Article V PRE-CLOSING COVENANTS 29 5.1 Employees 29 5.2 Cooperation and Best Efforts to Complete Transaction 29 5.3 Conduct of Restaurants By Sellers Prior to the Closing Date 30 5.4 Press Releases 32 5.5 Access to Information and Employees 32 5.6 Topanga Lease Extension 32 5.7 Confidentiality 32 5.8 Consultation and Reporting 32 5.9 Update Schedules 33 5.10 Franchise Agreements 33 5.11 Transition Activities 33 Article VI CONDITIONS TO OBLIGATION OF BUYER 34 6.1 Representations and Warranties 34 6.2 Covenants and Obligations of the Seller 34 6.3 Consents 34 6.4 Absence of Material Adverse Change 35 6.5 Absence of Litigation 35 6.6 Termination of Plans 35 6.7 Franchise Agreements 36 6.8 New Real Property Leases 36 6.9 Permits and Liquor Licenses 36 6.10 Documents 36 6.11 Non-Solicitation Agreements 36 6.12 Opinion of Counsel 36 6.13 Title Policies 37 6.14 First Closing 37 6.15 Topanga Lease Extension 37 Article VII CONDITIONS TO OBLIGATIONS OF THE SELLERS 37 7.1 Delivery of Con...
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Related to PURCHASE AND SALE OF ASSETS; ASSUMPTION

  • 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

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

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