Purchase of Assets Clause Examples

Purchase of Assets. Upon the termination of this Agreement, subject to the provisions of subparagraphs (a) through (e) set forth below, if Administrator is the defaulting party, the Group shall have the option to require Administrator and/or Parent to sell to the Group, and if the Group is the defaulting party, Administrator and/or Parent shall have the option to require the Group to purchase from Administrator and/or Parent, the Purchase Assets and assume the Practice Related Liabilities below:

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 of Assets. Any assets (such as equipment, property, or improvements) purchased by the Federal Agency with the Cooperator’s contributions shall become the property of the Federal Agency, unless otherwise documented via separate authority and instrument.

Purchase of Assets. Any assets (such as equipment, property, or improvements) purchased by the U.S. Forest Service with the Cooperator’s contributions shall become the property of the U.S. Forest Service, unless otherwise documented via separate authority and instrument.

Purchase of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 1.9 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company all of the Company’s assets of every kind and description that are used or useful in the Company’s business, free and clear of any liens whatsoever (the “Purchased Assets”) (other than those assets included in the Retained Assets as defined in Section 1.2 below) and subject only to the liabilities and obligations of the Company which are defined in Section 1.3 (the “Assumed Liabilities”). The Purchased Assets include without limitation: (a) all of the Company’s rights under all licenses, permits, authorizations, orders, registrations, certificates, approvals, consents and franchises, or any pending applications for any of the foregoing, to the extent such rights relate to the conduct of the Company’s Business (as defined in Section 1.1) and in each case to the extent transferable or assignable; (b) all of the interest of the Company and the Stockholders (whether held directly or indirectly through any other person or entity) in intellectual property, patents, copyrights, trade names, service marks, trademarks, domain names, websites, licenses and sublicenses granted in respect thereto and rights thereunder, used in the conduct of the Company’s Business, remedies against infringement thereof and rights of protection of interests therein and all related goodwill; (c) all of the rights of the Company and the Stockholders (whether held directly or indirectly through any other person or entity) to any domain names, universal resource locators (URLs), websites, webpages and booking engines to the extent used in the conduct of the Company’s Business as set forth on Schedule 1.1(c); (d) all of the Company’s rights under those contracts, agreements, licenses, leases, commitments, undertakings, arrangements, understandings or such other documents or instruments as set forth on Schedule 1.1(d), to the extent such rights relate to the conduct of the Company’s Business (the “Purchased Contracts”); (e) all of the Company’s claims, customer deposits, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights of recoupment, to the extent any of the foregoing relate to the conduct of the Company’s Business after the Closing and whether or not recorded in the books a...

Purchase of Assets. Subject to the terms, conditions, representations and warranties set forth in this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Date.

Purchase of Assets. Upon the terms and subject to the conditions and representations set forth herein, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest of Seller in and to the following assets (collectively, the “Assets”), as of the close of business on the Closing Date (as defined in Section 2.02):

Purchase of Assets. Subject to the terms and conditions hereof, at Closing Sellers will sell, transfer, assign and deliver to the Buyer Parties, and Buyer Parties will purchase from Sellers, all right, title and interest of Sellers in and to (i) the Specified Assets and (ii) the properties, assets and rights of every nature, whether real, personal, tangible, intangible or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets), wherever located, primarily relating to or used or held for use in connection with the Business as the same may exist on the Closing Date (collectively, the “Assets”), including all such items in the following categories. (a) inventories, spare, replacement and component parts, and office and other supplies (collectively, the “Inventories”), including Inventories held at any location controlled by any Seller and Inventories previously purchased and in transit to any Seller at such locations, and rights in and to products sold or leased; (b) accounts receivable, notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person; (c) rights relating to prepayments, deferred charges, security deposits and similar items; (d)machinery, equipment, furnishings, vehicles, tools, dies, molds and parts and similar property; (e) Real Property and permits, approvals and other qualifications relating to Real Property; (f)Intellectual Property, tangible embodiments thereof and rights thereunder or in respect thereof primarily relating to or used or held for use in connection with the Business (including rights and remedies in respect of infringements) (together with all Intellectual Property rights included in the other clauses of this Section 1.1, the “Intellectual Property Assets”); (g) rights under contracts, licenses, leases and other agreements (“Contracts”), including rights to receive payment, goods or services and to assert claims and take other actions; (h) Books and Records (provided that Seller shall retain a right of reasonable access to Books and Records to the extent reasonably required with respect to rights or liabilities retained by Seller); (i) Governmental Approvals, including pending applications therefor or renewals thereof, to the extent their transfer is permitted by law; (j) rights to claims, demands, lawsuits and judgments with respect to the Business or the ownership, use or value of any Asset; and (k) insurance benefits, including rights and proceeds, arising from or relat...

Purchase of Assets. Except as disclosed on Schedule 4.3 no entity has sold substantially all of its assets to Borrower or sold assets to Borrower outside the ordinary course of such seller's business at any time in the past.