Agreement to Sell the Assets Sample Clauses

Agreement to Sell the Assets. 2.1 The Seller shall sell to the Buyer, and the Buyer (relying on the representations, warranties, undertakings and indemnities contained in this Agreement) shall buy from the Seller, the Assets.
Sample 1
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Agreement to Sell the Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Seller hereby sells, contributes, transfers, conveys, assigns and sets over to the Issuer, without recourse (except as provided in this Agreement), all of its right, title and interest in the Assets, including all of its right, title and interest in and to (i) to the extent specified in Section 3, all amounts received with respect to the Assets on or after the Cut-Off Date, (ii) all books, records, files, instruments and other documents concerning the foregoing assets and property (including, without limitation, all Asset Files) and (iii) all present and future claims, demands, causes of action regarding any of the foregoing and all payments on any of the foregoing and all proceeds of any nature whatsoever regarding any of the foregoing, including all proceeds of the conversion thereof (voluntarily or involuntarily) into cash or other liquid property of any of the foregoing (collectively, the “Transferred Assets”) in exchange for (i) a cash payment of $16,036,852 (the “Seller Cash Payment”), (ii) 100% of the Class A Notes issued pursuant to the Indenture, and (iii) 49% of the Class B Notes issued pursuant to the Indenture. Upon the terms and subject to the conditions set forth in this Agreement, the Issuer hereby accepts the conveyance of the Transferred Assets by the Seller pursuant to this paragraph.
Sample 1
Agreement to Sell the Assets. 2.1 On and subject to the terms of this Agreement the Sellers (each as to the Shares set out against its name in Schedule 1) agree to sell, and the Purchaser agrees to purchase, the Shares and SCPLC agrees to transfer or procure the transfer to the Purchaser of the rights of the Sellers’ Group arising under the Sellers’ Group Contracts solely to the extent such rights relate to any of the Properties or other assets being transferred to the Purchaser pursuant to this Agreement or, in relation to the Posthouse Agreement, to the Strand Palace Hotel and Annexe, on the terms set out in Clause 14.3.
Sample 1
Agreement to Sell the Assets. SCC shall sell as legal and beneficial owner and ANST shall purchase the Assets on an “as is, where is” basis as at the Inspection Dates free from all Encumbrances as at the time of Transfer at the Purchase Consideration and upon the terms and conditions hereinafter contained.
Sample 1

Related to Agreement to Sell the Assets

  • 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.

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

  • Representations of the Acquiring Fund The Acquiring Fund represents and warrants to the Selling Fund as follows:

  • Representations of the Acquiring Funds (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Representations and Warranties of the Acquiring Fund The Acquiring Fund Trust, on behalf of the Acquiring Fund, represents and warrants to, and agrees with, the Acquired Fund that:

  • Representations and Warranties of the Acquired Fund The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing:

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