Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following:
(a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing;
(b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing;
(c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment;
(d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”);
(e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”);
(f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business;
(g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority use...
Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all right, title, and interest of Seller in and to the following assets of Seller (collectively, the "Purchased Assets"):
(a) all of the rights to fixed and other tangible personal property, whether owned or leased, to the extent primarily used by Seller to manufacture and assemble the Products as set forth on Schedules 2.1(a)(i) and 2.1(a)(ii), including the Inventory designated on Schedule 2.1(a)(i) and certain equipment designated on Schedule 2.1(a)(ii) (the "Equipment");
(b) the following Intellectual Property Rights owned by Seller to the extent they primarily relate to the Products: (i) the trademarks, patents and patent applications set forth on Schedule 2.1(b), (ii) the package designs, labels, logos and associated artwork exclusively related to the Products, (iii) master and working cell banks, references and standards, methodologies, processes, protocols, specifications, techniques, trade secrets and know how, databases and formulas and (iv) studies and other work in progress, manufacturing processes and technical information, to the extent they primarily relate to the Products (collectively, the "Transferred Intellectual Property"); provided, however that Transferred Intellectual Property does not include any Intellectual Property Rights licensed to Seller;
(c) all rights and interest of Seller to active contracts to the extent they primarily relate to the Products, including supply, licenses, clinical trial, research and development agreements, which are set forth on Schedule 2.1(c) (the "Contracts");
(d) all regulatory applications, licenses, approvals, certificates, permits, franchises, or other evidence of authority submitted by or on behalf of, or issued to, Seller or Seller's Affiliates by a federal, state, local or foreign governmental agency or authority, regardless of jurisdiction, to the extent they primarily relate to the Products, in each case to the extent assignable, including without limitation the matters set forth on Schedule 2.1(d), (the "Governmental Authorizations");
(e) all records, reports, research materials, Product information files (including Product development and regulatory history files), marketing information files and inactive contracts of Seller and Seller's Affiliates, in each case to the extent they primarily relate to the Product...
Agreements to Purchase and Sell. 5 2.2 Excluded Assets......................................... 6 2.3
Agreements to Purchase and Sell. The Fund agrees to offer and make available and Distributor agrees to sell to the Separate Account and on behalf of the Separate Account, Insurer agrees to purchase from Distributor and the Fund shares of the series offered and made available as the investment medium for the Variable Contracts and identified on Schedule A, as such may be amended from time to time, ("Series"). Distributor and the Fund agree to make such shares available to the Insurer and Separate Account and to execute such orders on each day on which the Fund calculates its net asset value pursuant to rules of the SEC ("business day") at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund, without the imposition of any sales load; provided, however, that the Board of Trustees of the Fund may refuse to sell shares of any Series to any person, or suspend or terminate the offering of shares of any Series, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in light of the Trustees' fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Series.
Agreements to Purchase and Sell. FRP and IMC will sell and deliver, and Partnership will purchase and accept, during the Contract Term, the quantities of sulphur described in Article IV hereof at the prices set forth in Article V hereof.
Agreements to Purchase and Sell. (a) The Seller agree to sell and the Purchasers agree to buy the following Tamboril Securities and Tamboril Claims for $100:
(i) 4,400,000 certificated shares of Tamboril's Common Stock;
(ii) 33,227 uncertificated shares of Tamboril's Preferred Stock, together with any and all shares of Common Stock that were issued or are issuable to the Original Holders and/or the Seller upon the conversion of the 33,227 shares of Preferred Stock into Common Stock;
(iii) $200,000 aggregate principal amount of Tamboril's Debentures, together with any and all shares of Common Stock that were issued or are issuable to the Original Holders and/or the Seller upon the conversion of the Debentures into Common Stock;
(iv) All related party debts and claims of any nature that the Original Holders and/or the Seller have or may have against Tamboril or any of its properties; and
(v) Any other equity securities, debt securities, debt instruments, options, warrants, calls or other rights, agreements, arrangements or commitments that obligate Tamboril to issue, deliver or sell shares of its capital stock or debt securities to the Original Holders and/or the Seller. All Tamboril Securities and Tamboril Claims described in subparagraphs (i) through (v) above shall be allocated fifty percent (50%) to Fonner and xxxxx percent (50%) to Petersen. Xxxx xxx after the closing date, the Seller's only interest in Tamboril will be (i) 2,980,042 of the 7,380,042 certificated shares of Common Stock held by the Seller, and (ii) up to 72,696 shares of Common Stock that were, according to Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998, issued to the Original Holders in February and April of 1998 upon the conversion of 2,880 shares of Preferred Stock.
(b) Pending the issuance of certificates for the shares of Common Stock issuable upon conversion of the 33,227 shares of Preferred Stock and $200,000 aggregate principal amount of Debentures, the Seller appoints the Purchasers as its' proxies to vote the 2,980,042 certificated shares of Common Stock retained by Seller. This proxy may be exercised jointly by the Purchasers, or by either of them, for the purpose of approving any corporate action that the Purchasers deem necessary, desirable or convenient to accomplish the purposes of this Agreement. The foregoing proxy is coupled with an interest and shall be irrevocable until the earlier of (i) the issuance of certificates for the shares of Common Stock issuable upon con...
Agreements to Purchase and Sell. Subject to the terms and conditions and upon the basis of the agreements, representations and warranties contained herein, at the Closing on the Closing Date Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all right, title, and interest of Seller in and to all of the properties, assets and rights of any kind, whether tangible or intangible, real or personal, of Seller used primarily in the Business and existing on the Closing Date except for the Excluded Assets (collectively, the "Purchased Assets"), including, without limitation:
(a) all assets and supplies owned by Seller for use primarily in the Business as of the Closing;
(b) all stock in trade, work-in-process and inventory relating primarily to the Business;
(c) all records, customer lists and business files of Seller relating primarily to the Business;
(d) all rights and interest of Seller to or in all agreements, options contracts and bids which are listed on Schedule 2.1(d) (the "Contracts");
(e) all licenses, approvals, certificates, permits, franchises, or other evidence of authority issued by a Federal, state, local or foreign governmental agency or authority relating primarily to the Business to the extent assignable.
(f) all furniture and equipment used primarily in the Business; and
(g) all computer programs and software used primarily in the Business to the extent Seller is legally permitted to transfer such programs and software. Promptly after Closing, Buyer and Seller shall jointly prepare a list of all furniture and equipment which is included as a part of the Purchased Assets.
Agreements to Purchase and Sell. 2 2.2 Diversification ............................................ 3 2.3
Agreements to Purchase and Sell. Building Seller hereby agrees to sell the Building Property and Parking Lot Seller hereby agrees to sell the Parking Lot Property to Buyer, and Buyer hereby agrees to purchase the Building Property and the Parking Lot Property (together but not individually) from Sellers on the terms and conditions set forth in this Agreement. Escrow Closing shall occur, if at all, only as to all of the Property, it being acknowledged that the Property is being sold as a package, and that the sale of less than all of such Property is not contemplated or intended pursuant to this Agreement.
Agreements to Purchase and Sell. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Company the respective number of Firm Securities set forth opposite the name of such Initial Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of 96% of the aggregate principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from April 6, 2016 to the date of payment and delivery.
(b) In addition, the Company hereby grants to the several Initial Purchasers the option (the “Additional Securities Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Initial Purchasers shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the respective number of Firm Securities to be purchased by each of them, all or a portion of the Additional Securities, at the Purchase Price plus accrued interest, if any, from April 6, 2016 to the date of payment and delivery. The Additional Securities Option may be exercised by the Representatives at any time and from time to time on or before the thirtieth day following the date of the Preliminary Offering Memorandum, by written notice to the Company. Such notice shall set forth the number of Additional Securities as to which the Additional Securities Option is being exercised and the date and time when the Additional Securities are to be delivered (any such date and time being herein referred to as an “Additional Time of Purchase”); provided, however, that no Additional Time of Purchase shall be earlier than the “Time of Purchase” (as defined below) nor earlier than the second business day after the date on which the Additional Securities Option shall have been exercised nor later than the tenth business day after the date on which the Additional Securities Option shall have been exercised. The number of Additional Securities to be sold to each Initial Purchaser shall be the number which bears the same proportion to the aggregate number of Additional Securities being purchased as the number of Firm Securities set forth opposite the name of such Initial Purchaser on Schedule A hereto bears to the total number of Firm Securi...
