Transfers of Purchased Assets Sample Clauses

Transfers of Purchased Assets. At the Closing, Seller shall have delivered the following to Purchaser: The Software and Documentation (as defined in Schedule 1.1(a)) relating to the Purchased Assets; and A duly executed assignment of the Intellectual Property Rights included in the Purchased Assets in the form attached here to as Exhibit B. [Non-Competition Agreement. Seller and Purchaser shall have entered into the Non-Competition Agreement, in substantially the form attached as Exhibit C hereto (the “Non-Competition Agreement”). I did not see anything like this the term sheet] Legal Opinion. Purchaser shall have received from counsel to Seller a legal opinion [from ______] customary in transactions similar to the transactions contemplated by this Agreement and in the form and substance reasonably acceptable to Seller. Satisfactory Diligence. Purchaser shall have concluded its due diligence investigation of Seller, the Purchased Assets, including the Software, and all other matters related to the foregoing, and shall be satisfied, in its absolute and sole discretion, with the results thereof.[They won’t have finished by the time this is executed?]
Sample 1
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Transfers of Purchased Assets. 2.1. Purchases of Receivables......................................29 2.2. Conveyance of Receivables.....................................30 2.3. Transfer Intended as Sale; Precautionary Security Interest....................................................31 2.4.
Sample 1
Transfers of Purchased Assets. (a) Purchaser acknowledges that pursuant to the GPA, Seller has committed gas from its substantial equity position in the vicinity of the Purchased Assets and granted Purchaser the exclusive right to gather and process such gas utilizing the Purchased Assets. As such, Seller has a valid, material and continuing interest in ensuring that the Plants and Gathering System are operated in a manner that allows the Purchased Assets and Seller’s upstream assets associated with the GPA to achieve optimal results. Accordingly, prior to commencement of any marketing process related to a proposed Disposition (the “Disposition Process”) or any negotiations with any Third Party regarding a proposed Disposition, Purchaser shall submit to Seller a list of the names and addresses of the Third Parties Purchaser proposes to permit to participate in the Disposition Process or in a negotiation regarding a proposed Disposition (the “Prospective Transferees”) and shall obtain Seller’s prior written approval of the Prospective Transferees, which may be withheld in Seller’s sole discretion. Within thirty (30) Days of receipt of the list of Prospective Transferees, Seller shall notify Purchaser of those Prospective Transferees that it has approved (“Approved Transferees”). Purchaser may proceed with any of the Approved Transferees; provided that, if a Disposition is not consummated within one-hundred eighty (180) Days after the giving of Seller’s notice of Approved Transferees, which may be withheld in its sole discretion (other than with respect to Purchaser Affiliates), the terms of this Section 12.18 shall again be applicable to any Disposition Process or Disposition and Seller’s approval again shall be necessary even with respect to any Prospective Transferee previously approved by Seller. Purchaser agrees that it shall not engage in a Disposition Process or enter into a Disposition with any Third Party who is not an Approved Transferee in accordance with this Section 12.18(a). Notwithstanding anything in this Agreement to the contrary, Seller’s approval right pursuant to this Section 12.18(a) shall (i) not inure to the benefit of any successor in interest to Seller, other than Affiliates of Seller who are successors in interest to Seller, and (ii) automatically terminate upon the earlier of (A) any permitted assignment of all of Seller’s rights in the GPA or any permitted partial assignment of the GPA or the rights permitted therein which results in the Seller Group’s ownershi...
Sample 1
Transfers of Purchased Assets 
Sample 1Sample 2Sample 3See All (8)

Related to Transfers of Purchased Assets

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

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • 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):

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • 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”):

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Records of Purchases The Buyer and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory to the Buyer and the Company to reconcile the remaining Available Amount.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

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