Web Assets definition
Examples of Web Assets in a sentence
Except as set forth in Schedule 3.10 of the Disclosure Schedule, the Seller has good and marketable title to the Web Assets, free and clear of any and all liens and Encumbrances (except for those properties or assets disposed of in the ordinary course of business).
Except as set forth in the Disclosure Schedules immediately prior to, and in conjunction with, the Closing, the Seller covenants and agree to timely and fully discharge and satisfy all Excluded Liabilities so that the same are not asserted against the Web Assets, the Purchaser or the Parent.
If Consultant fails to earn the Consulting Fee, Consultant shall have the right, at Consultant's cost, after reasonable notice to the Company, to inspect the Company's books, records and supporting documents concerning the financial performance of Web Assets.
During the period from the date of this Agreement and continuing until the Closing Date, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent in writing, the Seller shall carry on the Business and use the Web Assets in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects.
The Company shall maintain complete and accurate books of account and records of the revenues of the Web Assets, which books of account and records shall be maintained by the Company for at least twelve (12) months after the expiration of this Agreement.
At Closing, Seller and Purchaser shall determine their respective pro rata portions of the prepaid expenses including, without limitation, wage and payroll/insurance expenses and all other Accounts Payable paid by Seller between September 1, 2014, and the Closing relating to the Web Assets, and Purchaser shall thereupon reimburse Seller for its pro rata share of such prepaid expenses and Accounts Payable as a credit to Seller at Closing.
Other than as set forth on Schedule 3.20 of the Disclosure Schedule, the Seller has delivered to the Purchaser accurate, correct, and complete copies of the Real Estate Leases, as amended, which leases are not being transferred with the Web Assets.
For purposes of this Agreement, a “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Business, (b) the value of the Web Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis.
The Seller agrees that prior to a termination under this Agreement pursuant to Section 9.7 and Section 9.8 hereof, it will not directly or indirectly sell, assign, transfer, give, pledge, encumber or otherwise dispose of any portion of the Web Assets and the Seller further agrees not to enter into any agreement relating to these matters or to conduct any discussions related to any of these matters.
If the audit reveals that the revenues generated by the Web Assets failed to reach a minimum of 70% of the Revenue Target as measured over the rolling four quarter time period, Consultant shall not be entitled to receive any of the Consulting Fee.