Asset Purchase Ancillary Agreements definition

Asset Purchase Ancillary Agreements means the “Ancillary Agreements” as defined in the Asset Purchase Agreement.
Sample 1
Asset Purchase Ancillary Agreements means the Bill of Sale, the Subcontracting Agreement, the Sublease Agreement, axx xhe Spire-Gloria Trademark License Agreement.
Sample 1

Examples of Asset Purchase Ancillary Agreements in a sentence

  • The representations and warranties of the Seller and the Purchaser contained in this Agreement and the Asset Purchase Ancillary Agreements shall survive the Closing until sixty (60) days after the expiration of the relevant statute of limitations for the liabilities in question; PROVIDED, HOWEVER, that the representations and warranties made pursuant to Sections 3.01, 3.02, 3.08, 4.01 and 4.02 shall survive indefinitely.

  • The execution and delivery by the Purchaser of this Agreement and the Asset Purchase Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser.

  • The execution and delivery of this Agreement and the Asset Purchase Ancillary Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Seller.

  • The Seller is a corporation duly organized, validly existing and in good standing under the laws of Massachusetts and has all necessary corporate power and authority to enter into this Agreement and the Asset Purchase Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • This Agreement has been, and upon their execution the Asset Purchase Ancillary Agreements shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Asset Purchase Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.

  • Neither the execution of this Agreement or the Asset Purchase Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will require any Remedial Action or notice to or consent of Governmental Authorities or third parties pursuant to any applicable Environmental Law or Environmental Permit.

  • Each of the Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and the Asset Purchase Ancillary Agreements to which it is a party and consummate and make effective the transactions contemplated hereby and thereby.

  • In the event of any inconsistency among the terms and conditions of this Agreement and the Asset Purchase Ancillary Agreements related to the subject matter herein, the terms and conditions of this Agreement shall govern over the Asset Purchaser Ancillary Agreements.

  • The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Asset Purchase Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Related to Asset Purchase Ancillary Agreements

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Company Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by the Company under this Agreement or in connection herewith.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Sale and Purchase Agreement means the sale and purchase agreement entered into or to be entered into on the date of this Agreement between the Investor and the Company in the agreed form;

  • Seller Documents shall have the meaning set forth in Section 4.2.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.