Sales Assets definition
Examples of Sales Assets in a sentence
The Pending Sales Assets, like all of the other Assets, shall be turned over to DoveBid's ownership, possession and control at the Closing, and DoveBid will transfer and release the applicable Pending Sale Asset to the applicable purchaser thereof upon DoveBid being paid in full the purchase price for such Pending Sale Asset(s) as specified on Part II of Schedule 3.3 hereto.
Seller shall make available all of the Sales Assets for delivery to Purchaser "As Is" at the time of the Closing, and title to and risk of loss of the Sales Asset shall pass to Purchaser concurrently with the Closing.
Except as would not reasonably be expected to have, individually or in the aggregate, a Newco Material Adverse Effect, each insurance policy and self-insurance program and arrangement relating to the A&S Business, the Newco Assets, the Direct Sales Assets and the A&S Companies is binding and in full force and effect as of the date of this Agreement.
Purchaser has conducted or will conduct its own due diligence examination of the business and Sales Assets and relies solely thereon for consummation of the transactions contemplated herein.
Transfer of the Sales Assets shall occur during normal working hours and all costs of such transfer shall be the responsibility of Buyer.
All material Taxes required to be paid by or with respect to the A&S Companies and the Direct Sales Assets have been duly paid, except for Taxes contested in good faith in appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.
At Closing, Seller must deliver possession of all Sales Assets to Purchaser.
AS IS TRANSFER Seller makes no warranties or representations to Purchaser concerning the Sales Assets or otherwise than as specifically contained herein.
As of the Closing Date, subject to Bankruptcy Court Approval, Seller shall have full legal power and the right and authority to sell and convey to Purchaser, good and marketable title to the Sales Assets, free and clear of all liens, mortgages, and security interests, charges, encumbrances, pledges, causes of action, and claims known, contingent, or unknown, with all valid liens and encumbrances to attach to the sales proceeds.
Subject to the terms and conditions set forth herein, Seller hereby agrees to convey, transfer and assign to Purchaser, and Purchaser hereby agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to the Sales Assets, on the Closing Date, or at such time as otherwise herein provided, in an "As-Is, Where-Is" condition.