China Assets Sample Clauses

China Assets. All right, title and interest of Xxxxxx EControls Technologies (Hangzhou) Co., Ltd. (“China Technologies”) in and to the fixtures, furniture, equipment, machinery, tools, dies, spare parts, furnishings, office supplies, computer hardware and peripherals and other tangible personal property described in Schedule 1.7(a) shall be assigned, transferred, conveyed and delivered to China Trading.
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China Assets. All Assets owned by EMC China or used in the Business that are located in China (including Assets used by employees of EMC China in the conduct of the Business);
China Assets. Notwithstanding any provisions to the contrary in the Purchase Agreement, the Seller shall not sell, assign, transfer, convey or deliver the China Assets to the Buyer at Closing, and the Buyer shall purchase the China Assets, as listed in Attachment “A” hereto, as soon as practicable following the date on which the Buyer commences manufacturing of the Flow Products at a facility located outside of China, but in no event later than April 1, 2012 (such date or dates being the “China Asset Closing Dates”); provided, however, that, in the event the Buyer has not begun manufacturing Flow Products at a facility located outside of China on or prior to April 1, 2012, the Buyer may extend the final China Asset Closing Date to a date not later than April 1, 2012 provided that the Buyer has been and is continuing to use commercially reasonable efforts to begin manufacture of Flow Products at such a facility by April 1, 2012.
China Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to transfer the China Assets to FEEB in exchange solely for common shares of FEEB. FEEB hereby agrees to be bound by, and assumes the payment, discharge, satisfaction and performance of, the Assigned Contracts after the Closing Date (collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the effectiveness of any such contribution, transfer and assumption of the Assigned Contracts shall be subject to the terms and conditions of Article 3. The Company will execute, acknowledge (if appropriate), and deliver to FEEB, such instruments of transfer, conveyance, and assignment and other documents necessary to transfer the China Assets to FEEB in accordance with, and subject to the terms of this Agreement.
China Assets. As promptly as practicable after the date hereof, the Sellers and the Purchaser shall negotiate in good faith and, no later than fifteen (15) Business Days prior to the Closing Date, enter into a definitive agreement (the “China Purchase Agreement”) pursuant to which the Sellers shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and acquire, certain assets of the Sellers used or held for use predominantly in connection with the Business and held or located in China, including, without limitation, laboratory equipment and other research and development assets and properties and personal computers of Transferred Employees (collectively, the “China Assets”). The Purchase Price to be paid by the Purchaser for the Assets hereunder shall be reduced by US$230,000, the purchase price to be paid by the Purchaser for the China Assets (the “China Purchase Amount”), and (ii) Sellers shall be solely responsible for all customs duties, levies and other similar charges payable in connection with the sale of the China Assets.

Related to China Assets

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

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