Additional Purchased Assets. Those additional Eligible Assets or cash provided by Seller to Buyer pursuant to Section 6.3 of this Agreement.
Additional Purchased Assets. In the event that Buyer --------------------------- shall establish and notify Seller at any time or from time to time following the Closing Date that any of the Schedules describing the Purchased Assets failed to include assets or properties of Seller used by Seller in the Business (other than Excluded Assets), then:
(a) with respect to any such assets or properties used in the Business, Seller shall, at its own expense, promptly convey, transfer, assign and deliver to Buyer or other such person as may be designated by Buyer, and Buyer or such designee shall acquire from Seller, without additional consideration, all such assets and properties, which shall be deemed for all purposes to be included in the definition of Purchased Assets hereunder as provided in Section 1.2 hereof and (b) with respect to any such assets or properties used primarily, but not exclusively, in the Business, Seller shall grant to Buyer an irrevocable, royalty-free license or otherwise convey to Buyer the unlimited right to use any such assets or property, without additional consideration. Excluded Assets shall mean (a) accounts receivable and other receivables related to merchandise shipped prior to the Closing Date,(b) contracts, agreements or commitments which are not Assumed Contracts, and (c) those assets listed on Schedule 1.3. ------------
Additional Purchased Assets. Parent and Seller shall prior to the Closing supplement or amend the following Disclosure Letter Schedules hereto with respect to any asset hereafter arising or discovered in the ordinary course consistent with past practice which, if existing or known at the date of this Agreement, would have been considered by the parties to be included in such Schedules at such date, and upon Buyer’s reasonable request, Seller shall provide additional information as to the obligations under such assets:
(a) with respect to Disclosure Letter Schedules 2.1(F) and 5.11(C), any Contracts primarily related to the Business;
(b) with respect to Disclosure Letter Schedule 5.7 or 2.2, any additional assets necessary to carry on the Business as currently conducted and not included in the Purchased Assets; and
(c) with respect to those Schedules as contemplated by Section 7.8(b), if necessary.
Additional Purchased Assets. (a) EPS shall use Diligent Efforts to develop the following assets pursuant to its activities under the Research Program (each such asset, an “Additional Purchased Asset”). The Parties estimate that each Additional Purchased Asset will be developed and fully achieved by the date specified below (each such date, an “Anticipated Delivery Date”):
(i) On or before [ * ], [ * ] “Additional Purchased Asset 1”);
(ii) On or before [ * ], [ * ] (“Additional Purchased Asset 2”); and
(iii) On or before [ * ], [ * ].
(b) The first Party to achieve a particular Additional Purchased Asset shall promptly notify the other Party in writing of such achievement. Agrigenetics shall pay EPS for achievement of the Additional Purchased Assets as set forth in Section 6.5. [ * ] =CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Additional Purchased Assets. On January 4, 2008, Sellers transferred the Drake Hotel Asset to Buyer for no additional consideration, to be treated as Additional Purchased Assets. To the extent Sellers have not paid the outstanding Release Price, on or before February 15, 2008, Sellers shall transfer the Bridge Loans to Buyer for no additional consideration, also to be treated as Additional Purchased Assets. On a continuous basis until such time as the then-current Release Price is reduced to zero, Sellers shall immediately pay to Buyer an amount equal to one hundred percent (100%) of the net proceeds received by Seller, any Guarantor or any of their respective Affiliates in connection with any and all Liquidity Events. All such amounts shall be treated as Income and allocated in accordance with Section 5.01. Buyer shall not release its claims against the Drake Hotel Asset and the Bridge Loans and transfer them back to Sellers unless and until the Release Price has been reduced to zero and no Default or Event of Default then-currently exists.
Additional Purchased Assets. Upon notice given by the Buyer to the Seller within 180 days after the Closing Date, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Buyer, any or all of the assets and property of the Seller listed or described on SCHEDULE 10.5 and identified by the Buyer in such notice (the "ADDITIONAL PURCHASED ASSETS" and, singularly, an "ADDITIONAL PURCHASED ASSET"); provided, however, that (a) the Buyer actually removes such Additional Purchased Assets from their respective locations within 180 days after the Closing Date without causing damage to the Seller's assets and property and (b) the Buyer pays or causes to be paid to the Seller by wire transfer of immediately available funds to an account designated in writing by the Seller, within 3 business days after the date on which the Buyer first commences to remove Additional Purchased Assets from their respective locations, an amount equal to the sum of the net book value as of the opening of business on the Closing Date, as determined in accordance with GAAP applied on a basis consistent with the E&PA Balance Sheet, of each Additional Purchased Asset.
Additional Purchased Assets any other assets, rights and properties set forth on Schedule 2.1(a)(xv).
Additional Purchased Assets. (a) In satisfaction of its obligations with respect to a Margin Call pursuant to Section 6(a) of the Master Repurchase Agreement, Sellers, with the prior written consent of the Administrative Agent, may, from time to time, deliver to the Custodian, additional Purchased Assets (the “Additional Purchased Assets”) as an addition to the Purchased Assets already held by the Custodian in accordance with the provisions of this Custodial Agreement. In such event, Sellers shall deliver to the Custodian the Mortgage Loan Files for the Additional Purchased Assets together with a Custodial Delivery, with a copy to the Registered Holder(s) and, if the Administrative Agent is not the applicable Registered Holder at such time, the Administrative Agent, stating that the Additional Purchased Assets are being delivered pursuant to Section 6 of the Master Repurchase Agreement and delivery of the related Asset Schedule to the Custodian shall occur no later than 2:00 p.m. (New York City time) on the proposed day of substitution. If such Additional Purchased Assets are already in the Custodian’s possession or if such Additional Purchased Assets are Wet Funded Mortgage Loans, the Custodian shall in turn deliver by electronic transmission to the Administrative Agent the related Exception Report on a Computer Medium no later than 3:00 p.m. (New York City time) on the proposed day of substitution. If new Additional Purchased Assets are delivered to the Custodian with the Asset Schedules, such delivery must occur by 12:00 p.m. (New York City time) and the Custodian shall in turn deliver such related Exception Report no later than 4:00 p.m. (New York City Time) of that day. The Administrative Agent shall notify the Custodian no later than 4:30 p.m. (New York City time) on the proposed day of substitution of any Mortgage Loans not accepted by Administrative Agent as Additional Purchased Assets.
(b) The Custodian shall deliver to the related Registered Holder and the Administrative Agent, if the Administrative Agent is not the Registered Holder, a cumulative Trust Receipt and amended Exception Report that reflects the delivery of the Additional Purchased Assets in accordance with the provisions of Section 2 hereof, Section 4 hereof and this Section 9.
Additional Purchased Assets. In addition to the assets described above, Purchaser acquires all receivables from Seller to so Holdings as of the day of Closing.
Additional Purchased Assets. (a) The following Accounts Receivable are hereby deleted from Schedule 2.2(l) to the Existing APA:
(i) Accounts Receivable for Invoice STA242 in the amount of $398,000; and
(ii) Accounts Receivable for Invoice STA246 in the amount of $421,000.
(b) The Accounts Receivable listed in Section 3.1(a) of this Amendment are hereby included in the Purchased Assets acquired by Buyer pursuant to the Existing APA; provided that such Accounts Receivable shall not be included as Purchased Assets in the calculation of Net Working Capital.
