Examples of Asset Purchasers in a sentence
Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, ITTI shall or shall cause the Asset Sellers to sell, assign, transfer, convey and deliver to Purchaser and/or the respective Designated Asset Purchasers, and Purchaser shall or shall cause the applicable Designated Asset Purchasers to purchase and acquire, all of the Asset Sellers' right, title and interest in the Purchased Assets.
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Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, ITT shall or shall cause the applicable Asset Sellers to sell, assign, transfer, convey and deliver to the applicable Designated Asset Purchasers, and Purchaser shall or shall cause the applicable Designated Asset Purchasers to purchase and acquire, all of the Asset Sellers' right, title and interest in the Purchased Assets.
On each Note Payment Date each Asset Purchaser shall pay the Shortfall Payable Amount relating to it (if any) to the other Asset Purchasers on a pro rata basis (by reference to the share of each such Asset Purchaser in the IC Loan Principal Deficiency Ledger After Excess Spread).
Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, except as set forth in the following sentence, ITTI shall or shall cause the Asset Sellers to sell, assign, transfer, convey and deliver to Purchaser and/or the respective Designated Asset Purchasers, and Purchaser shall or shall cause the applicable Designated Asset Purchasers to purchase and acquire, all of the Asset Sellers' right, title and interest in the Purchased Assets.
As of the Closing Date, the Purchaser shall, or shall cause the Asset Purchasers to, assume all obligations of the Seller Parent and its Affiliates to each Transferred Employee pursuant to any cash incentive or bonus program (excluding any incentive or bonus program relating to stock options or other equity awards unless otherwise stated in the Agreement) covering such Business Employee as of the Closing Date.
The Purchaser shall procure (steht dafür ein) that each Asset Purchaser and Share Purchaser duly fulfills its obligations under the respective Asset Transfer Agreement or Share Transfer Agreement and shall be liable, jointly and severally with the respective Asset Purchaser and Share Purchaser (gesamtschuldnerische Haftung) for all of such Asset Purchaser's and Share Purchaser's obligations under or in connection with such Asset Transfer Agreement or Share Transfer Agreement.
At the Closing, the patents and patent applications included in the Purchased Assets shall be assigned to one or more Designated Asset Purchasers by one of ITT Automotive, Inc., ITT Industries, Inc., ITT Manufacturing Enterprises, Inc.
As full payment for the Acquired Assets and the Sale Securities, the Purchaser agrees to, and agrees to cause the Asset Purchasers and the Securities Purchasers to, pay the Purchase Price to GM, the Asset Sellers and the Securities Sellers, as the case may be, in accordance with the terms of this Agreement and the Transfer Agreements.
In particular, the Seller Parent, Share Sellers and the Asset Sellers shall not grant any representations, warranties, guarantees, covenants and indemnities under or in connection with the Asset Transfer Agreements or Share Transfer Agreements to the Purchaser, Share Purchasers or the Asset Purchasers.