Sale of Assets Related Transactions Sample Clauses
The 'Sale of Assets; Related Transactions' clause governs the terms and conditions under which a party may sell, transfer, or otherwise dispose of its assets, as well as how related transactions are handled. This clause typically outlines what constitutes an asset sale, any required approvals or notifications, and may set limitations or procedures for such transactions. For example, it might require the consent of the other party before significant assets are sold or specify how proceeds from a sale are to be distributed. Its core function is to protect the interests of the parties by ensuring transparency and control over significant changes in asset ownership, thereby preventing unexpected shifts in the business or financial position of the parties involved.
Sale of Assets Related Transactions. (a) At the Closing, the Company shall cause to be sold, assigned, transferred, conveyed, and delivered to the Buyer good and valid title to the Assigned Assets, free and clear of any encumbrance. The Assigned Assets shall include, without limitation, the assets described in 2.1(a)(i) through 2.1(a)(xi). The Schedules referenced therein may have been prepared as of a period prior to the Closing Date and may not tie to the Working Capital Assets and Working Capital Liabilities at Closing without reconciling adjustments. Such Schedules shall be updated after the Closing Date to bring them current to the date of Closing in connection with the post-Closing adjustments under Section 2.5.
(i) Intellectual Property Rights and related goodwill owned, used or held for use by the Company in connection with the operation of the Business (including the Intellectual Property Rights identified on Schedule 2.1(a)(i) (“Assigned Intellectual Property Rights”);
(ii) all rights of the Company under (a) all Contracts with customers for the purchase of products and/or services of the Business identified in Schedule 2.1(a)(ii) (the “Assigned Customer Contracts”), (b) all Contracts with vendors, suppliers, licensors and service providers relating to the Business identified in Schedule 3.5(a)(v) (the “Assigned Vendor Contracts”), and (c) the Facility Lease identified in Schedule 3.14(b) (the “Assigned Lease”) and, together with the Assigned Customer Contracts, the Assigned Vendor Contracts and the Assigned Intellectual Property Rights Agreements, the “Assigned Contracts”;
(iii) all equipment, materials, prototypes, tools, supplies, furniture, improvements, computer hardware and other tangible assets owned, used or held for use by the Company in connection with the operation of the Business including the assets described on Schedule 2.1(a)(iii), which lists the material assets in such categories;
(iv) all rights, claims (including claims for past infringement or misappropriation of Intellectual Property Rights) and causes of action of the Company relating to the Business against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Company), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company and related to the Business (regardless of whether such rights are currently exercisable);
(v) all Assigned Receivables including ...
Sale of Assets Related Transactions. 1
1.1 Purchase and Sale of the Purchased Assets. 1 1.2 Purchase Price 2 1.3 Certain Post-Closing Rights and Responsibilities; Adjustments. 2 1.4 Payment of the Purchase Price. 2 1.5 Reporting. 3 1.6 Sales Taxes 3 1.7 Closing 3
Sale of Assets Related Transactions. At the Closing (as defined in Section 3.1 below):
Sale of Assets Related Transactions. 2
1.1 Sale of Assets 2
1.2 Purchase Price 2
1.3 Revenue Adjustment to Share Consideration 4
1.4 Sales Taxes 5 1.5 Allocation 5
Sale of Assets Related Transactions