Asset Acquisition Sample Clauses

Asset Acquisition. At the Closing and subject to the terms and ----------------- conditions of this Agreement, Sunburst shall convey, transfer, assign and deliver to Entravision, and Entravision shall purchase, acquire and accept all right, title and interest of Sunburst in and to (i) the FCC Governmental Authorizations (and the call letters with respect thereto) for the Stations as set forth on Schedule 4.10(b) (collectively, the "FCC Licenses") and (ii) all of ---------------- the real and personal property, furniture, fixtures, equipment and other tangible and intangible assets owned or leased by Sunburst on the Closing Date that are used in the operation of the Stations (collectively, the "Assets") for the Purchase Price (as defined below). The Assets will be sold and purchased subject to the representations and warranties contained in this Agreement and the Schedules. The Assets shall include, without limitation, the following: (a) all fee simple ownership, leaseholds, easements and other interests in real property of every kind and description and improvements thereon owned or leased by Sunburst on the Closing Date that are used in the operation of the Stations, as set forth in more detail on Schedule 2.1(a); --------------- (b) all equipment, software, intellectual property, machinery, vehicles, office furniture and fixtures, transmitting tuners, towers, transmitters, antennae, office materials and supplies, spare parts and other tangible personal property of every kind and description, owned or leased by Sunburst on the Closing Date that are used in the operation of the Stations, including any replacements thereof and those acquired by Sunburst between the date of this Agreement and the Closing Date, including, without limitation, those set forth on Schedule 2.1(b); --------------- (c) all Applicable Contracts listed, described or cross-referenced on Schedule 2.1(c) (all of the same are referred to herein as the "Assigned --------------- Contracts"), together with all additional Applicable Contracts entered into in the Ordinary Course of Business of the Stations between the date of this Agreement and the Closing Date, which additional Applicable Contracts, to be included within the Assigned Contracts, must be approved in advance in writing by Entravision; (d) all technical materials and guidelines, brochures, promotional material and other selling material of the Stations; and (e) all papers, documents, instruments, books and records, files, agreements, books of acco...
Sample 1See All (4)
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”): (a) all of the Sellers’ rights under the contracts set forth on Schedule 1.1(a) (collectively, the “Assumed Contracts”); (b) all Books and Records, including all Books and Records relating to Taxes imposed on any Acquired Assets or with respect to the Business (but excluding (i) Books and Records that form part of the general ledger of Parent or any of its Affiliates (other than Seller), (ii) Books and Records relating to any Tax period prior to the TSM Pre-Closing Tax Period and (iii) any Consolidated Tax Return), in each case used in, held for use in, related to or reasonably necessary for the operation of the Business (including Books and Records held on behalf of the Sellers through service providers (including Best Day) or other third parties (e.g., Omniture data and Google data)); provided, however, that Sellers shall deliver to Buyer, pursuant to the Transition Services Agreement, copies of any Books and Records used in, held for use in, related to or reasonably necessary for the operation of the Business and excluded from the Acquired Assets pursuant to clause (i) of this Section 1.1(b); (c) all Acquired Intellectual Property; (d) all Permits used in, held for use in, related to or reasonably necessary for, the operation of the Business or the ownership and use of the Acquired Assets, including those listed on Schedule 1.1(d), but only to the extent assignable to Buyer in accordance with applicable Law; (e) all prepayments and prepaid expenses (e.g., marketing expenses under Assumed Contracts) of the Sellers used in, held for use in, related to or reasonably necessary for the operation of the Business, but only to the extent relating to Acquired Assets; (f) all refunds, claims for refunds, prepayments and prepaid expe...
Sample 1Sample 2
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 .
Sample 1Sample 2
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.
Sample 1Sample 2
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.
Sample 1Sample 2
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.
Sample 1Sample 2
Asset Acquisition. (a) Subject to the entry of the Transaction Approval Order and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, Seller shall sell, assign, convey and deliver to Buyer free and clear of any and all Encumbrances (to the maximum extent provided in the Transaction Approval Order), except for Assumed Liabilities, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Business and all of its assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of Seller, other than the Excluded Assets (collectively, the “Assets”), which Assets shall include, without limitation, all of the Seller’s right, title and interest in the following: (i) all of the fixed assets and other tangible personal property, including all machines (whether or not currently located in any of the Facilities), other equipment, computers, management information systems (including without limitation all software and hardware related thereto), telephone systems, furniture, and supplies, wherever located, together with all manufacturers’ warranties pertaining to the same, to the extent that such warranties may exist and be assignable, other than any such fixed assets or other tangible personal property or such warranties pertaining thereto that are subject to personal property leases that are not Assumed Contracts (collectively, the “Equipment”); (ii) all goods, products, and supplies used in the sale of any goods or products and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”); (iii) all outstanding accounts receivable, notes receivable, notes and other receivables in favor of Seller, and all claims arising in connection therewith; (iv) all intellectual property, including all (A) copyright rights (registered and unregistered) and software (including source code and object code), in any case, whether domestic or foreign, registered, unregistered and/or common law (including, without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing and claims for infringement of or interference with any of the foregoing and the right to recover past d...
Sample 1
Asset Acquisition. Purchaser shall, as soon as practicable, and in no case later than ninety (90) days from the Closing, acquire all of the assets of Yippy, Inc., a corporation organized in the State of Delaware (the “Asset Acquisition”) to be assumed by Company. The Company shall be the surviving corporation and shall continue unimpaired by the Asset Acquisition. Upon the Asset Acquisition, the Company shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of Yippy, Inc. In Witness Whereof, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written. Company: Cinnabar Ventures, Inc. By: ____________________ Name: Xxxxxx Xxxxx Title: Director and President Date: _________________ Seller: Belmont Partners, LLC By: ____________________ Name: Xxxxxx Xxxxx Title: Managing Member Date: ___________________ Purchaser: By: ____________________ Name: Xxxxxxx Xxxxxxxxx, Individually Date: ___________________ $125,000.00 October 14, 2009 FOR VALUE RECEIVED, Xxxxxxx Xxxxxxxxx (the “Maker”) promises to pay Belmont Partners, LLC or assigns (the “Holder”) in lawful money of the United States of America, the aggregate sum of One Hundred and Twenty-Five Thousand Dollars ($125,000.00) with no interest.
Sample 1
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: (a) all real property, including surface property (other than surface property set forth in Section 2.1(l)), coal and any substances (excluding Oil and Gas) necessarily produced in association with such coal owned by the Seller, together with all rights, easements and privileges appurtenant thereto or associated therewith as identified on Schedule 2.1(a), (collectively, the “Owned Real Property”); (b) all surface easements, permits, licenses, servitudes, rights-of-way, options, consents, waivers and other real property agreements including surface leases (other than such interests set forth in Section 2.1(m)) as identified on Schedule 2.1
Sample 1