Purchased Business Sample Clauses

Purchased Business. In the event that Xxxxxxx Optionholder exercises the ------------------ Option, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Xxxxxx Japan shall sell, transfer, assign, convey and deliver to Xxxxxxx Optionholder, and Xxxxxxx Optionholder shall purchase from Xxxxxx Japan, on a going concern basis, all of Xxxxxx Japan's right, title and interest in and under the Japanese Xxxxxxx Business and all of the assets and properties of Xxxxxx Japan of every kind and description, wherever located, real, personal or mixed, tangible or intangible, relating exclusively to the Japanese Xxxxxxx Business as the same shall exist on the Closing Date (herein collectively called the "Purchased Business"), including, without limitation, all right, title and ------------------ interest of Xxxxxx Japan in, to and under:
Sample 1
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Purchased Business. The Buyer shall (and shall procure to the extent it is able that its Affiliates and the Company shall) from the Closing Date to 1 January 2018 (or, in respect of Section 2.4(a)(viii), until the last report up to 1 January 2018 has been delivered):
Sample 1
Purchased Business. For the purposes of this Agreement, the phrase “in connection with” the Purchased Business, where used with reference to any matter or thing, means the matter or thing pertains in whole or in part to the Purchased Business; and the phrases “in relation to” and “relating to” the Purchased Business where used with reference to any matter or thing, means a matter or thing affects, pertains to or touches upon, in any manner or way, the Purchased Business.
Sample 1
Purchased Business. The term “Purchased Business” means the Canadian distribution business carried on by Seller consisting of the RLCS Business and the Commercial Applied Equipment Business. For clarity, the “Purchased Business” does not include the Excluded Business.
Sample 1
Purchased Business. Except for the Excluded Contracts, the Purchased Assets constitute all of the assets and properties necessary for the continued operation of the Purchased Business in the manner in which the Purchased Business is operated by Seller on the date hereof.
Sample 1
Purchased Business. The Selling Parties have no Knowledge of any fact (other than matters of a general economic or political nature) that has a Material Adverse Effect, or so far as may be reasonably foreseen, will adversely effect in any Material respect, the Purchased Business, the Purchased Assets, the Real Property or the value of any thereof. Provided, however, the warranty and representation of the Selling Parties in this Section 3.21 shall not extend to a Material Adverse Effect caused by or arising in connection with any Hazardous Substance or any Environmental, Health or Safety Law or any Environmental Claims, it being the parties' intention that warranties and representations from the Selling Parties regarding environmental matters shall be addressed and governed exclusively in Section 3.6.
Sample 1
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Related to Purchased Business

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Trust Business It and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including but not limited to, accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations. Neither it nor its Subsidiaries, nor has any of their respective directors, officers or employees, committed any breach of trust with respect to any such fiduciary account and the records for each such fiduciary account.

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

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