Terms of Asset Purchase Sample Clauses

Terms of Asset Purchase. On the effective date of the Asset Purchase, Millennium Biotechnologies, Inc. a wholly owned subsidiary of Inergetics, Inc. will take ownership of the assets listed above pursuant to the following terms and conditions: · $75,000 to be paid upon the receipt of the funding from the sale of the New Jersey Net Operating Loss Carry forward. Approximate date of receipt would be by the end of January 2013. · $25,000 to be paid when the acquired assets have generated accumulated sales of $250,000. · 8,000 shares of Series G stock upon closing. The Series G has a stated value of $50 per share and each share is convertible into 250 shares of common stock (NRTI). The Series G stock pays a 2.5 % quarterly dividend (10% annually) which is based on ninety percent of the last 10 trading days prior to the last trading day of the month. The stated value of the shares that will be issued is $400,000 ($50 x 8,000 Series G Preferred shares) per Schedule A. · There is a holding period of six months from the date of closing before any of the common stock could be sold in the open market. INTERPRETATION AND ENFORCEMENT
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Terms of Asset Purchase. On the Transfer Date (a) Seller shall surrender and transfer to Buyer all of Seller’s right, title and interest in and to the Assets, and shall retain all liabilities arising from or related to the Assets prior to the Transfer Date, (b) Buyer shall pay the Purchase Price, by certified check, bank draft or wire transfer and shall assume all liabilities arising from or related to the Assets from and after the Transfer Date, and (c) both Parties shall (i) execute and deliver a xxxx of sale and assignment of contract rights containing such representations, warranties, covenants or other terms and conditions as are usual and customary for a sale of assets of similar condition and age as the Assets, together with such other conveyance and transaction documents as are reasonably required to transfer and vest title to the Assets in Buyer, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the Assets to Buyer.
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Terms of Asset Purchase. 1 Section 2.1
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Terms of Asset Purchase. 3 Section 3.01
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Related to Terms of Asset Purchase

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • 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);

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

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