Sale of Specified Assets Sample Clauses

Sale of Specified Assets. The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined in Section 1.6), good and valid title to the Specified Assets (as defined below), free and clear of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, the term "Specified Assets" shall mean and include all of the properties, rights, interests and other tangible and intangible assets (wherever located and whether or not required to be reflected on the Balance Sheet described in Section 2.3, below, including any such assets acquired by the Seller Corporation during the Pre-Closing Period, that are or were used in, needed for the conduct of or material to, or that otherwise directly or indirectly relate to, the business of the Seller Corporation (the “Business") as more particularly described in Exhibit B; provided, however, that the Specified Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Specified Assets shall include the following:
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Sale of Specified Assets. Effective as of 12:01 a.m. on [], 2012 Eastern time, the Plan Trustee hereby does assign, transfer and deliver (“Transfer”), on behalf of the Plan, to the Insurer and its successors and permitted assigns all rights, title and interests of the Plan Trust, in and to each of the securities set forth on Schedule 1 hereto Schedule 1 is the Transferred Asset Schedule, [ *** ] (collectively, the “Specified Assets”) in accordance with Section 2.
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Sale of Specified Assets. Section 12.1 Entry into Parent Asset Purchase Agreement 67 Section 12.2 Entry into Arizona Asset Purchase Agreement 67 Section 12.3 Declaration of Special Dividend 68 Section 12.4 Payment of Special Dividend 68 Section 12.5 Right to Structure Asset Sales as Purchase of Ownership Interests 68 EXHIBITS Exhibit A: Form of Guaranty Exhibit B: Form of Tax Opinion Exhibit C: Form of Parent Asset Purchase Agreement Exhibit D: Form of Arizona Asset Purchase Agreement AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of January 18, 2007 (this “Agreement”), by and among MS Resort Holdings LLC, a Delaware limited liability company (“Parent”), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Sub”), MS Resort Purchaser LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Missouri”), Ashford Sapphire Acquisition LLC, a Delaware limited liability company (“Arizona”), and CNL Hotels & Resorts, Inc., a Maryland corporation (the “Company”). Except as otherwise set forth herein, capitalized terms used herein shall have the meanings set forth in Section 1.1. Parent, Sub, Missouri and Arizona are hereinafter collectively referred to as the “Buyer Parties”.
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Sale of Specified Assets. The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined in Section 0 hereof), good
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Sale of Specified Assets. The Owner hereby sells, and Broker hereby purchases, the Assets listed as Items 1, 4, 23, 29 and 55 (Kubota Excavator w/ extra bucket, Atlas Copco U6 Drill with Jaw Kit and Pump, 3 ½ yd Wxxxxx Loader, Helios Jumbo Drill and KDS) as listed in Exhibit A attached hereto (the “Sold Assets”) for $300,000, $200,000 of which will be paid by Broker to Owner in cash on the date hereof and $100,000 of which will be paid by Broker to Owner in cash within 14 days of the date hereof. The Broker agrees to immediately attempt to resell all of the Sold Assets and any proceeds above the individual purchase price (the Auction Price for such items on Exhibit A) will be split evenly until all items are resold. Broker will deliver to Owner, within 3 days of such resale, one half of such excess.
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Sale of Specified Assets. The Seller hereby agrees to sell, assign, convey and transfer, the Specified Assets free from all Liabilities and Liens to the Purchaser, and the Purchaser agrees to purchase the Specified Assets on the terms of this Agreement, at Closing. It is hereby stated that Seller also agrees to sell, assign, convey and transfer the license, access and right to use the software embedded within or installed on the Specified Assets alongside the Specified Assets.
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Sale of Specified Assets. The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined in Section 2.6 hereof), good and valid title to the Specified Assets (as hereinafter defined), free and clear of any Encumbrances, other than the Assumed Contracts,including and without limitation, any filings made pursuant to the Uniform Commercial Code or attachments by trade creditors or others, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, the term “Specified Assets” shall mean and include all of the properties, rights and interests listed on Schedule 2.1attached hereto, including all Seller Proprietary Assets relating thereto. The Specified Assets shall include, without limitation:
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Sale of Specified Assets. (a) At the Closing, UniMark and FoodsSub shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser good and valid title to all assets referred to on Schedule 1.2A (the "SPECIFIED ASSETS"), free of any Liens, and Purchaser shall purchase the Specified Assets, on the terms and subject to the conditions set forth in this Agreement; provided, however, that the "Specified Assets" shall not include any of the assets referred to on Schedule 1.2B.
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Sale of Specified Assets. Effective as of 12:01 a.m. eastern daylight time on [●], [2014], the Plan Trustee hereby does assign, transfer and deliver (“Transfer”), on behalf of the Plan Trust, to the Insurer and its successors and permitted assigns all rights, title and interests of the Plan Trust, in and to each of the securities set forth on Schedule 1 hereto (collectively, the “Specified Assets”) in accordance with Section 2. Schedule 1.01(c) - 1 [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission
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Related to Sale of Specified Assets

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Sale of Equipment During the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, Lessee, as non-exclusive agent for Lessor and, except as provided in Section 10.3, at Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids from Persons other than Lessee, the Manager or any of their respective Affiliates for the cash purchase of the Terminated Units, and Lessee shall promptly, and in any event at least five Business Days prior to the proposed date of sale, certify to Lessor in writing the amount and terms of each such bid, the proposed date of such sale and the name and address of the party submitting such bid. Unless Lessor shall have elected to retain the Terminated Units in accordance with Section 10.3, on the Termination Date: (i) Lessee shall deliver the Terminated Units (excluding any optional Severable Modifications removed by Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or Manager or an Affiliate of Lessee or Manager (for the avoidance of doubt the bidder may be a Customer, or a customer of the Manager, and neither the Manager nor any Affiliate shall be prohibited from managing the Units for such bidder after the purchase by such bidder)) that shall have submitted the highest cash bid prior to such date (or to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent due on or before the Termination Date, Lessor shall, without recourse or warranty (except as to the absence of any Lessor's Lien) simultaneously therewith transfer all of its right, title and interest in and to the Terminated Units to such bidder. The net proceeds of sale realized at such sale shall be paid to Lessor and, in addition, on the Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due and payable prior to the Termination Date (exclusive of any Basic Rent with respect to the Terminated Units due on such date), (B) the excess, if any, of (1) the Termination Amount for the Terminated Units computed as of the Termination Date over (2) the net cash sales proceeds (after the deduction of all applicable sales, transfer or similar taxes) of the Terminated Units, (C) an amount equal to any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture) and (D) all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (which shall include, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any, equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease and Late Payment Interest related thereto), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, (i) Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent, in respect of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and (ii) the Policy Provider has received the portion of Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. If no sale shall have occurred, whether as a result of Lessee's failure to pay all of the amounts hereinabove required or otherwise, this Lease shall continue in full force and effect with respect to such Units and Lessee agrees to reimburse Lessor, Policy Provider and the Indenture Trustee for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection therewith. Lessee, in acting as agent for Lessor, shall have no liability to Lessor for failure to obtain the best price, shall act in its sole discretion and shall be under no duty to solicit bids publicly or in any particular market. Owner Participant shall have the right, but not the obligation, to obtain bids either directly or through agents other than Lessee.

  • 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.

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

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6 and Section 10.7, the Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

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