Purchase of Transferred Assets Sample Clauses

Purchase of Transferred Assets. At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser good and valid title to the Transferred Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement and in accordance with Sections 363 and 365 of the Bankruptcy Code. For purposes of this Agreement, “Transferred Assets” means and includes substantially all of the properties, rights, interests and other tangible and intangible assets of Seller and its Subsidiaries relating to the Business (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles) and all Intellectual Property of Seller including any assets acquired by Seller during the Pre-Closing Period; provided, however, that the Transferred Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing and except for the Excluded Assets, the Transferred Assets shall include:
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Purchase of Transferred Assets. 5 2.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.3
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Purchase of Transferred Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, TCRS shall purchase from the Company, and the Company shall sell, transfer, deliver and assign to TCRS, all right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Liens.
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Purchase of Transferred Assets. Subject to the terms and conditions of this Agreement, the Company agrees to sell, convey, assign, transfer and deliver to Motiva, and Motiva will purchase and acquire from the Company free and clear of any Liens, all of Company’s right, title and interest in and to the following (collectively, the “Transferred Assets”): 1.1 Compraventa de los Activos Transferidos. De conformidad con los términos y condiciones de este Contrato, la Compañía acuerda vender, transmitir, ceder, transferir y entregar a Motiva, y Motiva comprará y adquirirá de la Compañía libre de toda anotación y gravamen, todos los derecho de la Compañía, titularidad e intereses en y para los siguientes (en adelante los “Activos Transferidos”):
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Purchase of Transferred Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Xxxxx agrees to sell (verkaufen), convey, assign and transfer (abtreten) to Motiva, and Motiva will purchase and acquire from Xxxxx free and clear of any Liens, all of Xxxxx’x right, title and interest in and to the following (collectively, the “Transferred Assets”):
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Purchase of Transferred Assets. The purchase of the Transferred Assets (as defined in the Purchase Agreement) by XTCA has been (or shall be concurrently) consummated in accordance with the terms and conditions of the Purchase Agreement.
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Purchase of Transferred Assets. At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser good and valid title to the Transferred Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement and in accordance with Sections 363 and 365 of the Bankruptcy Code. For purposes of this Agreement,
Sample 1
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Purchase of Transferred Assets. 1.1 Subject to the terms and conditions of this Agreement, as of the Effective Date, Orion agrees to and hereby does sell, convey, assign and transfer to Motiva, and Motiva will and hereby does purchase and acquire from Orion free and clear of any Liens, all of Orion’s right, title and interest in and to the following (collectively, the “Transferred Assets”):
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Purchase of Transferred Assets. Subject to the terms and conditions set forth in this Agreement and the Bills of Sale, at Closing, SCS shall sell, assign, transfer and deliver to HCS, and HCS shall purchase and take assignment and delivery of, all of the Transferred Assets.
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Related to Purchase of Transferred Assets

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Effect of Transfer Within Escrow After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Conditions of Transfer Any Transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:

  • Representations and Warranties of Transferee Transferee hereby represents and warrants to Transferor as follows:

  • Representations and Warranties of Transferor Transferor hereby represents and warrants to Transferee as follows:

  • Effective Date of Transfer Any assignment of a Limited Partner's Interest or Special Limited Partner's Interest pursuant to Section 12.1 shall become effective as of the first day of the calendar month in which the last of the conditions to such assignment are satisfied.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

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