Acquisition of Certain Assets Sample Clauses

Acquisition of Certain Assets. At the Closing (as hereinafter defined), each Transferor shall convey, assign, transfer and deliver to Transferee, and Transferee shall acquire from each Transferor, free and clear of any encumbrances other than Permitted Encumbrances, all of each Transferor’s right, title and interest in and to all of such Transferor’s personal property and assets, tangible and intangible, of every kind and description, located at the Greenville Campus or used primarily in connection with the Greenville Ministry, including the following, but specifically excluding the Excluded Assets described in Section 2.2 hereof (sometimes hereinafter referred to as the “Transferred Assets”):
Sample 1Sample 2
AutoNDA by SimpleDocs
Acquisition of Certain Assets. The parties acknowledge that the efforts of the parties to meet the Launch Date may be assisted by the purchase of certain machines, tooling, parts, raw materials, and other critical physical assets owned by BMI located in Bridgeport, Connecticut. Hardinge agrees that it will use commercially reasonable efforts to purchase all or such portion of the BMI assets, at the cost and expense of Hardinge, as are necessary or appropriate to achieve the Launch Date and the efficient introduction of the Products, Accessories and Spares within the Territory, PROVIDED that in no event will Hardinge be required to pay a purchase price for such assets in excess of fair market value. BML agrees to use its best commercial efforts to assist Hardinge in identifying such assets.
Sample 1
Acquisition of Certain Assets. (a) ITC, at Closing, shall transfer, bargain and convey, by warranty Xxxx of Sale, free and clear of any encumbrances of any kind or nature whatsoever, to THI all its right, title and interest in and to its customer, past customer and prospective customer mailing lists, a paper or computer-readable copy of which is attached hereto as Exhibit 2(a) (and a computer-readable copy of which shall be delivered to THI at Closing) and which contains the names, addresses, etc., of not less than 500 to 700 such customers, past customers or prospective customers.
Sample 1
Acquisition of Certain Assets. Concurrently herewith, the parties hereby agree to enter into an Asset Purchase Agreement, in the form attached hereto as Exhibit C (the “Asset Purchase Agreement”), pursuant to which USAC and Sinochem will agree to sell to Mosaic Fertilizer, and Mosaic Fertilizer will agree to buy, certain assets of the Florida Phosphate Operations on the terms and conditions set forth therein.
Sample 1
Acquisition of Certain Assets. The Company has previously notified the Current Noteholders in certain communications, including a letter dated May 31, 2000 addressed to the Current Noteholders, that it intended or intends to purchase the business and substantially all of the assets of Item-Eyes, Inc., a New York corporation. Such acquisition (the "Acquisition") shall be substantially on the terms contained in the Asset Purchase Agreement dated as of June 26, 2000, among Vintage III, Inc., as purchaser, Item-Eyes, Inc., as seller and the stockholders named therein (the "Acquisition Agreement").
Sample 1
Acquisition of Certain Assets 
Sample 1

Related to Acquisition of Certain Assets

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Termination of Certain Rights The Company’s obligations under Sections 4.1 and 4.2 above will terminate upon the closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act, or upon a merger, acquisition or other business combination in which the holders of the Company’s outstanding capital stock immediately prior to the transaction do not retain a majority of the voting capital stock in the surviving corporation.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the “Assumed Liabilities”).

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

Time is Money Join Law Insider Premium to draft better contracts faster.