Assets Purchase Sample Clauses

Assets Purchase. (a) The Company shall not (i) amend or modify the Asset Purchase Agreement as in effect on the date hereof or the Ancillary Agreements or grant any waiver with respect to the Asset Purchase Agreement or the Ancillary Agreements in a manner that materially and adversely affects either Parent's rights or obligations hereunder or under the Ancillary Agreements or the Company's rights or obligations thereunder or under the Ancillary Agreements (provided that an amendment or modification to the Asset Purchase Agreement that creates liabilities or obligations on the part of the Company that will be discharged or satisfied prior to Closing or will be an Assumed Liability under the Asset Purchase Agreement will not be deemed to materially and adversely affect the rights or obligations of the Company) (ii) terminate the Asset Purchase Agreement pursuant to Section 11.1 without the prior consent of Parent, which shall not be unreasonably withheld, delayed or conditioned in the case of clause (ii) or (iii) terminate the Asset Purchase Agreement to accept a Consumer Products Acquisition Proposal unless such proposal is with a Substitute Assets Buyer that constitutes a Substitute APA.
Sample 1Sample 2
AutoNDA by SimpleDocs
Assets Purchase. The Closing contemplated by the Asset Purchase Agreement shall have occurred.
Sample 1Sample 2
Assets Purchase. 67 (b) Recapitalization.............................67 (c) Stockholder Approval.........................67
Sample 1
Assets Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, convey, transfer, assign and deliver unto Buyer and Buyer will purchase from the Sellers, all of Sellers’ right, title and interest as of the Closing in all of the issued and outstanding equity interests of the Company (the “Assets”).
Sample 1
Assets Purchase. Upon the terms and conditions set forth --------------- herein, Company agrees to sell to Buyer and Buyer agrees to purchase from Company, on the Closing Date (as defined below) all of the following assets ("Assets"):
Sample 1
Assets Purchase. Buyer shall purchase the Assets, as described in the Recitals above, hereby incorporated into the binding body of this Agreement. The purchase transaction shall be for the entirety of the Assets as described.
Sample 1

Related to Assets Purchase

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Asset Purchase Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

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