U.S. Assets. The Company and its Subsidiaries, taken as a whole, do not hold assets located in the United States of America having an aggregate book value of $15 million or more, other than investment assets, voting securities and nonvoting securities of another Person. For the purpose of this representation, investment assets means cash, deposits in financial institutions, other money market instruments and instruments evidencing government obligations.
U.S. Assets. During the Agreement Term, Open and/or Open Investments, LLC shall maintain a minimum of $5,000,000 in liquid assets on deposit or invested in the United States. Verification of compliance to this provision shall be completed at least annually by the third party independent financial auditor. This is a material condition of the Agreement.
U.S. Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 1.4, Seller will sell, convey, assign, transfer and deliver, or will cause to be sold, conveyed, assigned, transferred and delivered, to Buyer all of Seller’s right, title and interest in and to the assets of the Business located in the U.S. (other than the Excluded Assets set forth in Section 1.1(c) hereof) owned or leased directly or indirectly by Seller on the Closing Date and used exclusively in connection with the Business (the “U.S. Assets”), free and clear of any Liens (as defined in Section 3.6), except for Permitted Encumbrances (as defined in Section 3.9), including the following:
U.S. Assets. Subject to the terms and conditions set forth in this Agreement, the Seller does hereby sell, transfer, convey, assign and set over ("Transfer") to the Purchaser, and the Purchaser does hereby purchase and acquire from the Seller, free and clear of all Liens other than Permitted Liens, all of the Seller's right, title and interest in and to all of its assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, and including goodwill, held or owned by Seller and used in or relating to the US Business, including without limitation the following (but only to the extent the following are so used in or relating to the US Business), but excluding in any event the Excluded Assets (all such assets so Transferred are hereinafter collectively referred to as the "US Assets"):
U.S. Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Cascade and CHC shall sell, convey, assign, transfer and deliver to the US Buyer, and the US Buyer shall purchase, acquire and accept from Cascade and CHC, all of the assets, properties, rights, privileges, claims and contracts of every kind and nature, real and personal, tangible and intangible, absolute or contingent, wherever located, that (i) Cascade owns, leases, licenses or otherwise has an interest in and which are used primarily by the US Operations and (ii) CHC owns, leases, licenses or otherwise has an interest in (the "US Assets"); provided, however, the US Assets shall not include the Excluded US Assets. Except for the Excluded US Assets, the US Assets shall include, but shall not be limited to, the following, in each case as of the Closing Date:
U.S. Assets. The Seller undertakes within 60 days of the Completion Date to procure the requisite Bankruptcy Court approval for the assumption by the lessee and the assignment to the Purchaser (or its designee) of the lease of 000 Xxxxxxx Xxxxxx (and to pay all the costs associated therewith), and the transfer to the Purchaser of inventory, fixtures and fittings situated therein, assets of the Group or assets of the Penhaligon's division of Warnaco or the Group or Warnaco or its Affiliates used in or relating to the business transacted under the name "Penhaligon's", in each case situated in the US (including the assets of Penhaligon's by Request Inc. and the assets used at Saks Fifth Avenue) at no additional cost to the Purchaser. Upon receipt of the Bankruptcy Court approval, such lease will be assumed by the lessee and assigned to the Purchaser (or its designee) and such assets will be transferred to the Purchaser (or an Affiliate designated by the Purchaser) at no additional cost. If such approval of the Bankruptcy Court is obtained, the lessee under the lease shall assume the rights and liabilities associated with the lease of 000 Xxxxxxx Xxxxxx and assign the same to the Purchaser or its designee and the aforementioned assets of the Penhaligon's Division of Warnaco and the Group (including the assets of Penhaligon's by Request Inc., the assets at the store at 000 Xxxxxxx Xxxxxx and the assets held at Saks 5th Avenue) or Warnaco or its Affiliates used in or relating to business transacted under the name "Penhaligon's" situated in the U.S. at no additional cost. If the Seller does not obtain the approval of the Bankruptcy Court within 60 days of the Completion Date, the Purchaser shall be entitled to withdraw monies from the Escrow Account in an amount equal to the net book value of the inventory and other assets (excluding leasehold improvements) of the Penhaligon's Division of Warnaco and the Group (including the assets of Penhaligon's by Request Inc., the assets at the store at 000 Xxxxxxx Xxxxxx and the assets held at Saks 5th
U.S. Assets. No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfers of the US Assets contemplated by this Agreement because none of the Asset Sellers of the US Assets is a “foreign person” within the meaning of that section or the Treasury Regulations thereunder.
U.S. Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer (or any subsidiary or affiliate of Buyer that Buyer shall designate), and Buyer (or any subsidiary or affiliate of Buyer that Buyer has designated) shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the assets used or useful in the U.S. Business, except the Excluded U.S. Assets (as defined in Section 1.3), including without limitation those rights, properties, assets and interests so used or useful and described below or included in the Combined August Balance Sheet (as defined in Section 2.5 hereof) (all rights, properties, assets and interests to be sold to Buyer hereunder are hereinafter collectively referred to as the "U.S. Assets"):
U.S. Assets. The Buyer is a corporation incorporated within the United States and is purchasing the Assets in the United States.
