Purchase and Sale of Certain Assets Sample Clauses

Purchase and Sale of Certain Assets. At the Closing, subject to Section 2.2, Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the assets and properties (the "Purchased Assets") of Seller of every kind, type or designation that are used in, or held for use in, the operation of the Business, whether tangible or intangible, real, personal or mixed, wherever located, free and clear of all Liens other than Permitted Liens, including, without limitation:
Sample 1
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Purchase and Sale of Certain Assets. On the terms and subject to the conditions hereof, at the Closing (as defined below), Carsen agrees to sell, convey, transfer, assign, and deliver to CM, and CM agrees to purchase and accept from Carsen, the following assets of Carsen (the “Assets”), in each case solely to the extent related to the Product Lines and to the extent in existence on July 31, 2006 (the “Effective Date”): all of Carsen’s right, title and interest in and to all of Carsen’s inventory, service agreements (including Preventative Maintenance Agreements), records and documentation of Carsen pertaining to the Product Lines including, without limitation, computer print-outs, accounting records, invoices, customer lists, customer records, credit records and information, purchase and sales records and information, merchandise records, sales promotion materials and other documents, lists, records and items incidental to the Product Lines (“Records”). The parties agree that the Assets will also include all of Carsen’s right, title and interest in and to the names “Carsen” and “Carsen Group” and all related intellectual property rights and good will associated therewith (collectively, the “Carsen Name”) as well as the other items listed on Exhibit B hereto. The Assets will be transferred to CM free of any liens, security interests or other encumbrances.
Sample 1
Purchase and Sale of Certain Assets. On the terms and subject to the conditions hereof, effective as of the close of business on the Effective Date, Carsen shall sell, convey, transfer, assign, and deliver to Olympus, and Olympus shall purchase and accept from Carsen, all of the assets, properties and rights of Carsen in existence on the Effective Date (with the understanding that absent written approval from Olympus to the contrary, (i) Carsen may dispose of accounts receivable only in the ordinary course of business from the date hereof through the Effective Date, and (ii) the fixed assets to be acquired by Olympus hereunder shall, at a minimum, consist of those fixed assets previously identified to Olympus in a certain schedule heretofore delivered to Olympus by Carsen), of every type and description, tangible and intangible, real, personal and mixed, wherever located and whether or not reflected on the books and records of Carsen, excluding only the assets directly related to the Excluded Businesses and such other assets as are listed on Schedule 2.1 (collectively, the “Excluded Assets”). Exclusive of the Excluded Assets, the assets of Carsen being acquired by Olympus hereunder (the “Assets”) shall include, without limitation, all of Carsen’s right, title and interest in and to all of Carsen’s “Inventory” (as defined in Section 2.4), “Accounts Receivable” (as defined in Section 2.5), “Backlog Orders” (as defined in Section 2.6); “Lease Receivable Assets” (as defined in Section 2.7); “Loaner Agreements” (as defined in Section 2.8); real property leases and “Security Deposits” (as defined in Section 2.9) to the extent applicable under Section 2.9; business claims; rights to receive and collect restocking charges; open orders and related contract rights for Carsen’s purchase of products (provided such orders were made in the ordinary course of business); operating leases, customer discount agreements and other contracts and agreements (to the extent assignable) set forth on Schedule 2.10.2, as such schedule may be amended by mutual written agreement of Carsen and Olympus; governmental licenses, permits and authorizations, if any; trade secrets, licenses, trademarks, trade names, processes, technology and other intellectual property rights; records and documentation of Carsen pertaining to the Acquired Businesses including, without limitation, computer print-outs, accounting records and systems, invoices, customer lists, customer records, credit records and information, purchase and sales rec...
Sample 1
Purchase and Sale of Certain Assets. Subject to the terms and conditions hereof, the Seller shall sell, transfer and assign to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller's right, title and interest in and to the assets listed below together with the benefit of the Seller's business as a going concern (the "Transferred Assets" or the "Transferred Business"), free and clear of any and all liens, claims, liabilities, encumbrances or obligations:
Sample 1
Purchase and Sale of Certain Assets. All real estate owned in fee simple by the Company will, at the Closing, be sold to Xxxxxx X. Xxxxxx or an entity controlled by Xxxxxx X. Xxxxxx for $2,000,000 payable by wire transfer at the Closing in immediately available funds. The Xxxxxx-Xxxxxxxx XX-800 drilling rig known as Remco Rig 2 and related equipment, including a 10,000 foot drill string, will, at Closing, be sold to Xxxxxx X. Xxxxxx or an entity controlled by Xxxxxx X. Xxxxxx for $1,800,000 payable at Closing by wire transfer in immediately available funds.
Sample 1
Purchase and Sale of Certain Assets. Upon the terms and subject to all the conditions in this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell and deliver to Buyer, on the Closing Date (as defined in Section 1.2), all of the hereinafter described property which shall be collectively referred to as the "Assets," as follows:
Sample 1
Purchase and Sale of Certain Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing (a) the Sellers or their Affiliates shall sell, transfer and deliver to the Buyer or its Affiliates all of the Sellers' or their Affiliates' right, title and interest in and to the Acquired Assets free and clear of all Liens and restrictions on transfer (other than such restrictions as set forth in the Sellers' Organizational Documents and other than Permitted Encumbrances); and (b) the Buyer or its Affiliates shall purchase, acquire and accept from the Sellers or their Affiliates the Acquired Assets free and clear of all Liens and restrictions on transfer (other than such restrictions as set forth in the Sellers' Organizational Documents and other than Permitted Encumbrances) and shall assume the Assumed Liabilities.
Sample 1
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Purchase and Sale of Certain Assets 
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Related to Purchase and Sale of Certain Assets

  • 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.

  • 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 Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Profits on the Sale of Certain Shares; Redemption If any of the events specified in Section 3(c) of this Agreement occur within one year from the last date the Optionee performs services for the Company in the capacity for which the Options were granted (the “Termination Date”), all profits earned from the sale of the Company’s securities, including the sale of shares of common stock underlying the Options, during the two-year period commencing one year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company. Further, in such event, the Company may at its option redeem shares of common stock acquired upon exercise of the Options by payment of the exercise price to the Optionee. The Company’s rights under this Section 5 do not lapse one year from the Termination Date but are a contract right subject to any appropriate statutory limitation period.

  • Notice of Certain Transactions In the event that:

  • 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.

  • Sale of Certificates At 11:00 a.m. New York City time on the Startup Day, at the offices of XxXxx Xxxxxx llp, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location acceptable to the Seller), the Seller and the Conduit Seller will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee and the Trustee will deliver (i) to the Underwriters (as designee of the Depositor), the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100% registered in the name of Cede & Co. or in such other names as the Underwriters shall direct, against payment to the Depositor of the purchase price thereof by wire transfer of immediately available funds to the Trustee as designee of the Depositor and (ii) to the respective registered owners thereof (as designees of the Depositor, the Seller and the Conduit Seller), Class R Certificates registered in the name of CHEC Residual, LLC, a Delaware limited liability company, and the Class X-IO Certificates, registered in the name of CHEC Residual, LLC, a Delaware limited liability company (all such events shall be referred to herein as the “Closing”). END OF ARTICLE IV

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Certain Assets The Company has Previously Disclosed a true and correct listing of the following assets of the Company and its Subsidiaries as of August 31, 1995: (i) all non-performing loans, securities or other assets (i.e., all assets on which the Company or the Bank has ceased recognizing interest under generally accepted accounting principles or as to which any payments of principal or interest are past due 90 or more days as of such date), (ii) all loans, securities or other assets as to which any payments of principal or interest are past due 60 or more days, (iii) all loans, securities or other assets not included in the foregoing which have been classified special mention, substandard, doubtful or loss by management of the Company or the Bank or regulatory examiners, and (iv) each parcel of Real Estate Owned (excepting such parcels as may have been disposed of in the ordinary course of business subsequent to such date), including an identification of the amount of reserves which have been established with respect to each such parcel and its net carrying value.

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