TRANSFER OF BUSINESS, PROPERTIES AND ASSETS Sample Clauses

TRANSFER OF BUSINESS, PROPERTIES AND ASSETS. 1.1 Sale and Transfer of Business, Properties and Assets....................................................... 1 1.2
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TRANSFER OF BUSINESS, PROPERTIES AND ASSETS. 1.1 Sale and Transfer of Business, Properties and Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, undertakings (including the Undertaking (as defined in Section 1.2)), indemnities and agreements of Buyer and Buyer Parent made hereunder, and in consideration of the purchase by Buyer described below, and execution and delivery by Buyer to Seller of the Undertaking, Seller hereby agrees to sell, transfer, convey, assign and deliver to Buyer at the Closing provided for in Section 2.1 all the business and assets of Seller including, without limitation, the properties, assets and other rights referred to in the xxxx of sale (the "Xxxx of Sale") substantially in the form of Exhibit A attached hereto, excluding only the Excluded Assets, as defined in the next succeeding sentence (such business, properties, assets and other rights to be purchased and sold hereunder being hereinafter referred to as the "Acquired Business"). It is understood and agreed that those assets listed on Exhibit B attached hereto shall not be included in the Acquired Business and shall be excluded therefrom (the "Excluded Assets").
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TRANSFER OF BUSINESS, PROPERTIES AND ASSETS. 1.1 Sale and Transfer of Business, Properties and Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser and Purchaser shall purchase from Seller, the Purchased Assets. It is understood and agreed that those assets listed on Schedule 1.1(a) hereto shall be included, without limitation, in the Purchased Assets (the "Scheduled Tangible Assets") and those assets listed on Schedule 1.1(b) hereto shall be excluded, without limitation, from the Purchased Assets (the "Excluded Assets"). In addition, Zonagen shall, at the Closing, assign its obligations and rights under the License Agreements referenced in Items 4, 5 and 6 to Schedule 3.14 to Purchaser.
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TRANSFER OF BUSINESS, PROPERTIES AND ASSETS of Seller and Certain ----------------------------------------------- Related Matters.
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Related to TRANSFER OF BUSINESS, PROPERTIES AND ASSETS

  • Properties and Assets The Company and each Subsidiary has good record and marketable title to all material real Property which it owns in fee and has good record and defensible title to all of its other material Properties and assets (tangible or intangible) which it owns, in each case free and clear of all Liens, other than Permitted Liens. All of the material leases for the operation of their respective properties and assets under which the Company and its Subsidiaries hold any material Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any Subsidiary exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as could have a Material Adverse Effect. All material current and proposed uses of such property or assets of the Company and its Subsidiaries are permitted as of right and no regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such laws, regulations or ordinances which could have a Material Adverse Effect. No condemnation, appropriation or similar proceeding is pending or, to the Company's knowledge, threatened against any material real Property owned by the Company or any Subsidiary. Except as disclosed in SCHEDULE 4.13 or as would not have a Material Adverse Effect, the Property of the Company and its Subsidiaries is not subject to any agreements containing preferential purchase rights or consent to assignment provisions that must be complied with prior to the consummation of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Owned Properties The "Owned Real Property Schedule" attached hereto sets forth a list of all owned real property (the "Owned Real Property") used by the Company or any of it Subsidiaries in the operation of the Company's or any of it Subsidiaries' business. With respect to each such parcel of Owned Real Property and except for Liens in favor of the Senior Lenders: (i) such parcel is free and clear of all covenants, conditions, restrictions, easements, liens or other encumbrances, except Permitted Encumbrances; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupance of any portion of such parcel; and (iii) there are no outstanding actions or rights of first refusal to purchase such parcel, or any portion thereof or interest therein.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Leaseholds If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice;

  • 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):

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

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