Soft Assets definition
Examples of Soft Assets in a sentence
Seller shall not encumber any of the Soft Assets or suffer any lien to be imposed thereon.
After the Final Closing and except for Seller’s express duty hereunder to indemnify Buyer, Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical or legal condition of the Soft Assets.
Seller and Buyer acknowledge that the Purchase Price Allocation set forth herein shall be subject to post-closing revisions based upon a third party appraisal of the Hard Assets and the Soft Assets (the “Third Party Appraisal”), conducted by Buyer’s accountants and independent appraisers, at Buyer’s sole cost and expense, which shall conform to generally accepted accounting principles and shall control for all tax reporting purposes by Buyer and Seller.
During the Sunset Period Seller shall not have disposed of any of the Soft Assets other than in the ordinary course of business and with suitable replacements procured by Seller.
The Purchase Price for all of the Purchased Assets shall be allocated between the Hard Assets and the Soft Assets as set forth in Schedule 5, attached hereto (the “Purchase Price Allocation”).
At the Final Closing there shall have been no material adverse changes to the Soft Assets.
In addition to the other conditions provided for in other provisions of this Agreement, Seller's obligations to perform its undertakings provided in this Agreement (including its obligation to sell the Soft Assets to Buyer) are conditional upon the satisfaction or written waiver by Seller of the following (collectively, "Seller’s Final Closing Conditions").
Except as otherwise provided for herein, upon completion of the Final Closing, possession of the Hard Assets and the Soft Assets shall be delivered to Buyer free and clear of any possessory interests whatsoever.
The total amount which Buyer shall pay for the Hard Assets and the Soft Assets shall be the Purchase Price defined in Section 1.1(x), hereof.