3Delivery Up of Possession of Purchased Assets Sample Clauses

3Delivery Up of Possession of Purchased Assets to the Purchaser 20 2.4Delivery Up of Possession of Excluded Assets to the Vendor 20 ARTICLE 3 - PURCHASE PRICE21 3.1Purchase Price 21 3.2Satisfaction of the Purchase Price and Other Closing Payments 21 3.3Assumption of Certain Liabilities by the Purchaser 22 3.4Excluded Liabilities 22 3.5Estimated Closing Date Financial Statement 23 3.6Working Capital and Liabilities Adjustment 23 3.7Allocation of the Purchase Price 24 3.8ETA Election 24 3.9ITA Elections 25 3.10Transfer Taxes 25 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR 25 4.1Organization 26 4.2Authorization and Enforceability 26 4.3Tax Matters 26 4.4Residency of Vendor 26 4.5No Violation 27 4.6Consents and Approvals 27 4.7Accounts Receivable 27 4.8Inventories 27 4.9Title to Personal and other Property 28 4.10No other Agreement to Purchase 28 4.11Location of Real Property 28 4.12Concord Property and Richmond Property 28 4.13AReal Property 28 4.13Location of the Purchased Assets 29 4.14Compliance with Laws; Permits 29 4.15Litigation 29 4.16Vendor Contracts, Dealer Agreements and Assumed Contracts 29 4.17Computer Systems 29 4.18Warranties and Discounts 30 4.19Insurance 30 4.20Environmental 31 4.21Intellectual Property 31 4.22Labour Relations and Collective Agreements 31 4.23Employees 32 4.24Employee Plans 33 4.25Books and Records 33 4.26No Undisclosed Liabilities 33 4.27Financial Statements and Financial Books and Records 33 4.28Conduct of Business in Ordinary Course 34 4.29Conduct of Business in Accordance with Business Plan 35 4.30No Bankruptcy or Insolvency 35 4.31Compliance With Privacy Laws 35 4.32GST/HST Registration 35 4.33Equity interests 35 4.34Brokerage Fees 35 ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 36 5.1Organization 36 5.2Authorization 36 5.3No Violation 36 5.4Consents and Approvals 37 5.5GST/HST Registration 37 5.6Brokerage Fees 37 5.7No Bankruptcy or Insolvency 37 ARTICLE 6 - SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES 37 6.1Survival of Representations and Warranties of the Vendor 37 6.2Survival of the Representations and Warranties of the Purchaser and HDMC 38 6.3Survival of Covenants 38 ARTICLE 7 - INTERIM PERIOD38 7.1Conduct of Business Prior to Closing 38 7.2Conduct of Business in Accordance with Marketing Plan 40 7.3Material Performance of Distributorship Agreement 41 7.4Motorcycle Target 41 7.5Non-Current Inventory Target 41 7.6XXX Target 41 7.7Maintenance of Current Pricing 41 7.8Access for Investigation 41 7.9Performance under the Distribut...
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Related to 3Delivery Up of Possession of Purchased Assets

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.

  • Possession of Property Possession of the Property free and clear of all uses and encroachments, except the Permitted Exceptions, shall be delivered to Purchaser at closing.

  • Possession Of Premises Tenant shall not be entitled to possession of the premises designated for lease until the security deposit and first month’s rent (or prorated portion thereof), less any applicable promotional discount, is paid in full and the premises designated for lease is vacated by the prior tenant.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • Possession of the Property Upon the occurrence of any Event of Default and the acceleration of the Debt or any portion thereof, Borrower, if an occupant of the Property or any part thereof, upon demand of Lender, shall immediately surrender possession of the Property (or the portion thereof so occupied) to Lender, and if Borrower is permitted to remain in possession, the possession shall be as a month-to-month tenant of Lender and, on demand, Borrower shall pay to Lender monthly, in advance, a reasonable rental for the space so occupied and in default thereof Borrower may be dispossessed. The covenants herein contained may be enforced by a receiver of the Property or any part thereof. Nothing in this Section 13.04 shall be deemed to be a waiver of the provisions of this Security Instrument making the Transfer of the Property or any part thereof without Lender’s prior written consent an Event of Default.

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