Transfer of the Business. Except for the Excluded Assets as provided in Section 1.2, at the Closing and with effect as of the Closing Date at 11:59 p.m., (i) the Sellers shall sell, assign, transfer, convey and deliver to the U.S. Buyer free and clear of all Liens (other than Permitted Liens), and the U.S. Buyer shall acquire from the Sellers, all of the right, title and interest of the Sellers in and to all of the assets, properties and rights of the Sellers primarily related to or used in the operation of the Business within the United States (the “U.S. Transfer”) and (ii) the Sellers shall sell, assign, transfer, convey and deliver to the Canadian Buyer free and clear of all Liens (other than Permitted Liens), and the Canadian Buyer shall acquire from the Sellers, all of the right, title and interest of the Sellers in and to all of the remaining assets, properties and rights of the Sellers primarily related to or used in the operation of the Business outside of the United States (the “Canadian Transfer” and together with the U.S. Transfer, the “Transfer”), in each case of every kind, nature, type and description, real, personal and mixed, tangible and intangible, wherever located, whether known or unknown, fixed or unfixed, or otherwise, whether or not specifically referred to in this Agreement and whether or not reflected on the books and records of the Sellers (collectively, the “Purchased Assets”), including the following:
Transfer of the Business. On or prior to Closing, VCP shall transfer, assign and deliver to Newco, at book value, the Business Assets and the Assumed Liabilities as provided for in Section 1.2 (a) et seq.,1.2.1, and 1.3 below (the “Transfer of the Business”), in exchange for newly issued Common Shares of Newco (the “VCP Initial Shares”). On or prior to Closing, the VCP Initial Shares shall represent all (or all but one) of the issued and outstanding shares of Newco.
Transfer of the Business. 2.1. Upon the terms and subject to the conditions set forth herein, as of the Effective Date, the Vendor transfers the Business as a going concern to the Purchaser, and the Purchaser accepts such transfer from the Vendor as of the Effective Date, as more particularly set out in this Agreement.
Transfer of the Business. Subject to the provisions of this Agreement, including fulfilment of the Conditions Precedent set out in Clause 4 below, the Seller shall transfer, sell and/or assign and the Purchaser shall assume, purchase and/or accept as at and from the Transfer Time, the Business as a going concern and the Residential Flats on an as is where is basis in terms of Clause 9.3.8 below.
Transfer of the Business. Except for the Excluded Assets as provided in Section 1.02, at the Closing and with effect as of the Closing Date, RTMMC shall sell, assign, transfer, convey and deliver to Acquisition Sub free and clear of all Liens (other than any Permitted Liens) (the "TRANSFER"), and Acquisition Sub shall, and Triarc shall cause Acquisition Sub to, acquire from RTMMC, all of the right, title and interest of RTMMC in and to all of the assets, properties, rights and business of RTMMC as of the Closing Date of every kind, nature, type and description, real, personal and mixed, tangible and intangible, wherever located, whether known or unknown, fixed or unfixed, or otherwise, whether or not specifically referred to in this Agreement and whether or not reflected on the books and records of RTMMC (collectively, the "PURCHASED ASSETS"), including the following:
Transfer of the Business. The Seller hereby agrees to sell, assign, convey and transfer the Business and all assets of the Business as a going concern to the Purchaser as a total stock purchase of the company and the controlling interest, and the Purchaser agrees to purchase the Business on the terms of this Agreement, at Closing.
Transfer of the Business. (a) General transfer obligations At Closing, the Seller shall procure that the Business Sellers, and the Purchaser shall procure that the Business Purchasers, execute and/or deliver and/or make available the Transfer Documents and take such steps as are required to transfer the Business Assets and the Assumed Business Liabilities.
Transfer of the Business. Except for the Excluded Assets as provided in Section 2.2, at the Closing and with effect as of the Closing Date, the Seller shall sell, assign, transfer, convey and deliver to the Buyer free and clear of all Liens (other than any Lien of the type referred to in subsections (i)-(iii) of the definition of Permitted Liens) (the “Transfer”), and the Buyer shall acquire from the Seller, all of the right, title and interest of the Seller in and to all of the assets, properties, rights and business of the Seller as of the Closing Date used in the operation of the Business of every kind, nature, type and description, real, personal and mixed, tangible and intangible, wherever located (including, for the avoidance of doubt, at the Conveyed Leases Premise), whether known or unknown, fixed or unfixed, or otherwise, whether or not specifically referred to in this Agreement and whether or not reflected on the books and records of the Seller (collectively, the “Purchased Assets”), including the following:
Transfer of the Business. (a) To the extent permitted by Applicable Law and contractual obligations, Seller Parties shall afford Purchasers and their Affiliates reasonable access during normal business hours and without undue disruption of business to all of the Books and Records, and shall furnish promptly to Purchasers and their Affiliates copies of such records, documents, data and information contained in the Books and Records as Purchasers or such Affiliates shall reasonably request, for the purpose of assisting Purchasers and their Affiliates in assessing the Business and in novating, writing and/or reinsuring the Insurance Contracts and the Related Customer Contracts as they shall seek to novate, write and/or reinsure in their sole discretion. Purchasers covenant and agree that they shall not, and shall not permit any of their Affiliates to, use the Books and Records in a manner that would cause Seller Parties to be in breach of any contract with any of their agents or brokers.
Transfer of the Business. The transfer of the Business shall be effective on November 1st, 2000 (hereafter referred to as the "Effective Date") with all legal effects attached to the Business. The Purchaser shall succeed to the rights and obligations of the Seller and shall take the following commercial title: "successor of the Seller". It is expressly declared that all active as well as passive transactions related to the Business realized from the Effective Date are made on behalf of the Purchaser, who is simply substituted to the Seller in that respect.
