WEBSITE PURCHASE Sample Clauses

WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller’s rights, title and interest in and to the Internet Domain Names, XXXXXX.XXX, xxxxxx.0xxxxxxxxxxx.xxx, and Police Blotter and all of their respective contents (the “Websites”), and any other rights associated with the Websites, including, without limitation, any intellectual property rights, all related domains, logos, customer lists, email lists, passwords, usernames, and trade names; and all of the related social media accounts including but not limited to, Facebook, Instagram, Twitter, and Pinterest at closing. PRODUCT BUSINESS PURCHASE Subject to the terms and conditions contained in this Agreement the Seller hereby Sells and transfers to the Buyer the tee-shirt and hooded sweatshirt business (the “Product Business”) as marketed under the urls xxxxxx.xxx and xxxxxx.0xxxxxxxxxxx.xxx further described as Exhibit A attached hereto and incorporated herein at closing. The sale of the business does not include any manufacturing equipment, inventory, cash, or accounts receivable. Seller will continue producing tee shirts and hooded sweatshirts for Buyer for three years as per pricing in Exhibit A and shall begin invoicing Buyer monthly beginning October 1, 2014. $2.50 will be added to Exhibit A tee shirt pricing for shipping and handling and $5.35 to $9.00, depending on geographic zone will be added to hooded sweatshirts for shipping and handling. Most items will ship in 3 to 5 days. Revenue for all sales after closing shall be transferred to Buyer. Customer returns and customer credits or refunds for sales occurring prior to closing will be the responsibility of Seller.
Sample 1
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WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, Xxxxxxxxxxxxxxxx.xxx and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Wechat, Taobao at closing and associated other rights are more specifically and particularly identified on Exhibit "A" hereto.
Sample 1
WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, XxxxxxxxxXxxxxxxxxx.xxx and all of its respective contents (the "Website "), and any other rights associated with the Website, including, without limitation, any intellectual property rights including both US Wolfhunter Trademarks serial numbers 86124770 and 86063035, and associated respective registration numbers 4517881 and 4517698 for Marks Registered April 22, 2014 and all related domain names, logos email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Xxxxxxxx.xxx/XxxxxxxXxxXxxxxxx, Instagram, and Pinterest at closing and associated other rights are more specifically and particularly identified on Exhibit "A" hereto.
Sample 1
WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, XxxxXxxxxxxxXxxx.Xxx and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , U.S. fire department directory, email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Facebook , Instagram, and Pinterest at closing and associated other rights are more specifically and particularly identified on Exhibit "A" hereto. For clarity and avoidance of doubt, this Agreement and Website sale is limited to XxxxXxxxxxxxXxxx.xxx property only. It does not and is not intended to cover any other FireResQ, Inc., property, assets, websites, domain names, contents, IP rights, logos, passwords, user names, social media account or other items owned, operated or otherwise related to the business of FireResQ, Inc.
Sample 1
WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, XXXxxxxx-xxxx.xxx and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Facebook , Instagram, and Pinterest at closing and associated other rights are more specifically and particularly identified on Exhibit "A" hereto.
Sample 1
WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, xxxx://xxxxxxx-xxxxx.xxx/ and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames and trade names; and associated other rights are more specifically and particularly identified on Exhibit "A" hereto.
Sample 1
WEBSITE PURCHASE. Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Internet Domain Name, XXXXXxxx.xxx and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames , and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Facebook , Instagram, and Pinterest at closing as well as Boot Camp E-Book and Future App project, and the Website and associated other rights are more specifically and particularly identified on Exhibit "A" hereto. Buyer agrees that Xxxxxxxx Xxxxxxxxxx shall have the right to maintain a biography in the "about us" (or similar) section of the Website in a prominent place. Said biography may consist of up to three sentences provided by Xx. Xxxxxxxxxx about Xx. Xxxxxxxxxx and will credit her as the founder of the Website, as well as a photo of her choosing placed next to the biography. Additionally, Buyer agrees that Xxxxxxxx Xxxxxxxxxx shall have the right to promote book(s) or projects across USMC Life social media platforms up to two times a month in 2014, up to six times a year for 2015 and 2016, and up to four times a year thereafter. In the event of a sale of the Website, Buyer will ensure that any future buyer is bound to maintain the terms of this agreement.
Sample 1
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Related to WEBSITE PURCHASE

  • Substitute Purchase Warrant In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Acknowledgment Regarding Purchasers’ Purchase of Securities The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

  • Assignment; Exchange of Warrant Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.

  • Communications Regarding Demands to Repurchase Receivables The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of all demands received by a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide (x) notification to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, and (y) any other records or information reasonably requested by World Omni or the Depositor, as applicable, that is in the Indenture Trustee’s possession and reasonably accessible to it, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five (5) Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.14 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB, nor shall the Indenture Trustee have any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Indenture or the Sale and Servicing Agreement or the transactions contemplated thereby, other than any express duties or obligations as Indenture Trustee under this Indenture.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Equity Purchase Executive shall be eligible to purchase an initial amount of Equity in Niles LLC for payment as agreed upon between Niles LLC and the Executive.

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