Purchase and Xxx of Assets Sample Clauses

Purchase and Xxx of Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 12), Purchaser shall acquire from the Asset Owners, and the Asset Owners shall sell, convey, transfer, assign and deliver (collectively, "Transfer") to Purchaser or its permitted assignees (other than those assets owned by Arrow, the possession of which will be transferred pursuant to the Stock Purchase Agreement), all, and not less than all, of (i) the equipment, aircraft, engines, inventories, components, pans, rotables, spare parts and the other assets and properties which shall be specified on Exhibit A annexed hereto and made a part hereof, and (ii) all other assets and properties, tangible, intangible, real, personal or mixed, which are owned or leased by the Asset Owners and used in connection with Arrow's airline business and operations, including, but not limited to, all spare engines and inventories, all ground support equipment, all cargo handling equipment and all other assets and business processes (infrastructure) supporting the airline operations, including Arrow's operating certificate, route authorities, computer systems, leaseholds and leasehold improvements, including, without limitation, those assets specifically listed on Exhibit A attached hereto, wherever located (hereinafter collectively referred to as the "Assets"). The Assets shall not include the "Excluded Assets" defined in Section 1.4 hereof. The Assets shall be Transferred to the Purchaser on the Closing Dote, free and clear of any and all Liens (as defined hereafter).
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Related to Purchase and Xxx of Assets

  • Purchase of Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

  • 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.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase:

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

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

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Sales, Etc. of Assets Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

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