Asset Acquisition. At the Closing (as hereinafter defined) and subject to the terms and conditions of this Agreement, the Seller shall sell, convey, and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the Assets for the Purchase Price specified in Section 2 below .
Asset Acquisition. Pursuant to the terms and subject to the conditions of this Agreement, except as set forth in Section 1.2, each of the Sellers shall take all such actions necessary to convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall acquire from each of the Sellers, all of the right, title and interest of any Seller in and to all of the Assets owned by any Seller or in which any Seller has any interest, in each case used in, held for use in, related to or reasonably necessary for, the operation of the Business, including all of the right, title and interest of any Seller in or to the following (but excluding the Excluded Assets) (collectively, the “Acquired Assets”):
Asset Acquisition. Upon the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and pay for, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, (i) located within the Mine Areas or (ii) located outside of the Mine Areas but primarily used in connection with the Xxxxxx Creek Mine Operations, other than the Excluded Assets (collectively, the “Purchased Assets”), including all of the following:
Asset Acquisition. DFS' satisfactory review of all of the documents, instruments and agreements pursuant to which the Asset Acquisition is to be consummated, including but not limited to the Purchase Agreement.
Asset Acquisition. It is understood that no mining properties are presently held in the name of Global Gold, Inc. (Bahamas). Certain mining properties in Bolivia and in the state of Montana, USA, are presently held in the names of persons affiliated with Global including Xxxx X. Xxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx and Xxxxx Xxxxxx.
Asset Acquisition. Promptly following the Effective Time, Parent shall begin acquiring agency residential mortgage-backed securities and other assets meeting the requirements set forth in the Investment Criteria.
Asset Acquisition. Subject to the terms and conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver or cause to be delivered to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the Assets, including the Software, Trademark, Patent Rights and Copyrights, free and clear of all Liens (other than the Assumed Liabilities). Seller agrees to promptly execute and deliver all papers and perform such other acts which are reasonably necessary to transfer to Buyer or perfect in Buyer the rights, title and interest hereby conveyed, including separate assignments where necessary, all of the same being in form and substance reasonably satisfactory to counsel for Seller and Buyer.
Asset Acquisition. On the terms and subject to the conditions contained in this Agreement, Sellers are hereby selling, assigning, transferring and conveying to Purchaser, and Purchaser is hereby purchasing, accepting and paying for, as of the Effective Time, all of Sellers’ right, title and interest in and to all of the following assets and properties less and except the Excluded Assets (all of Sellers’ right, title and interest in and to the following are collectively referred to herein as the “Assets”):
Asset Acquisition. The acquisition by the Project Company of all assets (whether tangible or intangible), rights, agreements, Governmental Approvals, Permits, Consents and other interests required for the construction, commissioning, completion, testing and operation of the Project by the Seller or the Project Company and for the ownership, maintenance and commercial operation of the Project by the Purchaser (the “Project Assets”), all as contemplated by this Agreement, including, but not limited to: All real property rights and interests, including fee simple title (or a leasehold interest under a ground lease having a term of not less than seventy-five (75) years and other terms and conditions acceptable to the Purchaser in its sole discretion) with respect to the real property on which the Facility will be located (the “Project Site”), and all other easements, rights-of-way and interests in real property on which the other physical components of the Project are located, including interests on which any Interconnection Facilities are located, on terms acceptable to the Purchaser in its sole discretion (collectively, the “Additional Real Property”); All improvements, buildings, structures and equipment, including the Facility, all interconnection and transmission facilities required to deliver Electrical Product from the Facility to the Interconnection Point, including those described in Exhibit A (the “Electrical Interconnection Facilities”), and all pipelines, compressors and other facilities and equipment necessary to transport fuel to the Facility from the Fuel Interconnection Point, including those described in Exhibit B (the “Fuel Interconnection Facilities” and, collectively with the Electrical Interconnection Facilities, the “Interconnection Facilities”); All Water Rights required for operation of the Project, all Emission Rights required for construction and operation of the Project, other than those that may only be obtained on an annual (or other periodic) basis, including all emission reduction credits and offsets, all other Emissions Rights required for operation of the Project through the Closing, and all Intellectual Property; All books, records, documents, drawings, reports, operating data, computer programs, Initial Spare Parts and other tangible and intangible personal property necessary for the Project and its components to operate as contemplated by this Agreement including subcontracts, correspondence, commissioning turnover packages, startup logs, test...
Asset Acquisition. In the case of an acquisition, merger, or consolidation that is not described in section 368 and that is treated as an ac- quisition of the assets of the target for federal income tax purposes, an amount required to be capitalized under this section by the target is treated as a reduction of the target’s amount realized on the disposition of its assets.
