Agreement to Sell. 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.
2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.
2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties.
2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any ...
Agreement to Sell. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, all of Seller’s right, title and interest in and to the Property.
Agreement to Sell. SELLER hereby agrees to sell and BUYER xxxxxx agrees to buy in accordance with this Contract the real property, that is more particularly described in attached EXHIBIT "A" of this Contract (the “Property”).
Agreement to Sell. At the Closing and except as otherwise specifically provided in Section 2.3 hereof, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Liens.
Agreement to Sell. At the Closing, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of Buyer in this Agreement, Seller hereby agrees to sell, grant, convey, transfer, assign and deliver unto Buyer the following assets (the "Assets"), free and clear of all liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others ("Liens"), with the exception of those liens, encumbrances, mortgages, pledges, claims, charges, security interests, restrictions and rights of others listed on Schedule 1.1 attached hereto (the "Permitted Liens"), such sale and transfer to be evidenced by documents reasonably satisfactory to Buyer in form and substance:
(a) All owned furniture, fixtures, machinery, equipment, computers (including both hardware and software) and other assets used in connection with the operation of the theaters as listed in Schedule 1.1
(a) attached hereto (the "Theaters").
(b) All inventory of Seller related to the Theaters on the Closing Date;
(c) All inventory in the hands of suppliers for which Seller is committed with respect to the Theaters as of the date hereof or the Closing Date, as listed on Schedule 1.1(c) attached hereto;
(d) Leaseholds (including without limitation, to the extent leased by Seller, land, buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters, including without limitation the leases relating to real property listed on Schedule 1.1(d) (the "Leases") and the fee property (including without limitation buildings, structures, fixtures, appurtenances and improvements) relating to the Theaters listed on Schedule 1.1(d)(i) (the "Fee Property");
(e) Certain contracts, trade names and equipment leases to which Seller is a party listed on Schedule 1.1(e) attached hereto;
(f) The current assets of Seller as set forth on the balance sheet attached hereto as Schedule 1.1(f), including without limitation, any security deposits transferred to Buyer under the Leases; and
(g) The name "Landmark Theatre Corporation" and the tradename "Landmark".
Agreement to Sell. Seller agrees to sell, transfer and deliver to Buyer on the closing date all of the issued and outstanding capital stock of the Corporation (the "Stock"), and Buyer agrees to purchase from Seller on the closing date all of said stock for a total purchase price equal Three Hundred Thousand and no/100ths DOLLARS ($300,000.00).
Agreement to Sell. Upon the terms and conditions set forth herein, the Seller shall sell, assign, transfer and deliver to the Company at the Closing (as defined in SECTION 4), the Shares free and clear, other than the Pledge, of all liens, claims, charges, pledges, security interests, pre-emptive rights, rights of first refusal, obligations, encumbrances and restrictions (collectively, "Liens"), and the Company shall purchase and accept the Shares from the Seller at the Closing.
Agreement to Sell. When a Buyer is found for said property, the SELLER shall enter into an written sales agreement which will contain the terms and conditions of sale, the customary provisions as to the examination of the title, the curing of any defects in title, showing the title free of liens, the prorations of taxes, rents, and applicable property expenses.
Agreement to Sell. Borrower shall enter into and provide to Lender a fully executed copy of a binding and (to Borrower’s knowledge) enforceable agreement to sell all or substantially all of its assets or equity interests through a merger or otherwise (as amended, restated or otherwise modified from time to time, the “Acquisition Agreement”) which such Acquisition Agreement is with FORM Holdings, Corp. (or an affiliate thereof) as the acquirer. In the event the transactions contemplated by the Acquisition Agreement fail to close by December 31, 2016 (a “Non-Sale Event”) or the Borrower otherwise breaches the covenants in Section 6.13 (together with the Non-Sale Event, the “Sale Related Defaults”), the Mistral Vehicles (as such term and other terms used in this Section but not defined shall have the meaning set forth in the Operating Agreement, as hereinafter defined) shall, without regard to any defenses of the Borrower or the Mistral Vehicles, pursuant to the attached letter agreement (the “Mistral Letter Agreement”), (a) take all Necessary Action to remove two of the Mistral Directors and to designate as two Mistral Directors, two Directors designated in writing by Lender, and (b) if the Mistral Vehicles fail to do so for any reason at such time or any time in the future, (x) irrevocably grant to, and constitute and appoint, the Lender with full power of substitution, his, her or its true and lawful proxy and attorney-in-fact, to vote, or to give written consent with respect to the designation and/or removal of two of the Mistral Directors in accordance with Section 3.02 of the Operating Agreement, and (y) take all other Necessary Action to enable the Lender to designate and/or remove two of the Mistral Directors. In addition, the Mistral Vehicles shall as a condition to the effectiveness of this Amendment, cause two of the Mistral Directors to tender their resignations to the Lender, which resignations will automatically and without any additional action on behalf of such directors become effective as of the date of the Sale Related Defaults (the “Mistral Director Resignations”), which the Mistral Vehicles agree may be tendered by the Lender at any time following the occurrence of a Sale Related Default regardless of any actions taken or not taken by the Borrower or the Mistral Vehicles. The failure to observe or perform the covenant set forth in Section 6.13, this Section 6.12 or the Mistral Letter Agreement shall constitute an Event of Default immediately and no cure per...
Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), and in consideration of the Purchase Price, from the Closing Date until the Sale Termination Date, each Seller has agreed to (in transactions that will each qualify as a "true sale" for bankruptcy law purposes) sell, assign and transfer or agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Company, and the Company has agreed to purchase or agrees to purchase, and does hereby purchase from the Sellers, all of each such Seller's respective right, title and interest in and to:
(i) each Receivable (other than Initial Contributed Receivables) of each Seller that existed and was owing to such Seller as of the close of such Seller's business on the Initial Cut-Off Date;
(ii) each Receivable (other than Contributed Receivables) created or originated by each Seller from the close of such Seller's business on the Initial Cut-Off Date, to and including the Sale Termination Date;
(iii) all rights to, but not the obligations under, all related Contracts and all Related Security;
(iv) all monies due or to become due with respect to the foregoing;
(v) all books and records related to any of the foregoing;
(vi) all Lockbox Accounts, all amounts on deposit therein and all related agreements between any Seller and the Lockbox Banks, in each case to the extent constituting or representing items described in paragraph (vii) below; and
(vii) all Collections in respect of, and other proceeds of, Receivables or any other of the foregoing (as defined in the UCC) received on or after the Initial Cut-Off Date including, without limitation, all funds which are received by any Seller, the Company or the Servicers from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including without limitation, insurance payments, if any, that such Seller or the Servicer (if other than the Sellers) applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon). All purchases and capital contributions hereunder shall be made without recourse, bu...
