Asset Purchase Agreement Clause Samples
An Asset Purchase Agreement is a legal contract that outlines the terms and conditions under which one party agrees to purchase specific assets from another party. This agreement typically details which assets are being transferred, the purchase price, payment terms, and any representations or warranties made by the seller. It is commonly used in business transactions where only certain assets, rather than the entire business entity, are being acquired. The core function of this clause is to clearly define the scope and terms of the asset transfer, thereby reducing misunderstandings and protecting both parties' interests during the sale.
POPULAR SAMPLE Copied 13 times
Asset Purchase Agreement. (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement.
(b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of a...
Asset Purchase Agreement. The transactions contemplated by the Asset Purchase Agreement shall have been consummated.
Asset Purchase Agreement. ORIX shall have received a true and complete copy of the Asset Purchase Agreement, together with true and complete copies of all exhibits and schedules thereto, each in form and substance reasonably satisfactory to ORIX, duly executed and delivered by each of the parties thereto.
Asset Purchase Agreement. The transactions contemplated under the Asset Purchase Agreement and any ancillary documents related thereto, shall have closed, or close concurrently with this Agreement.
Asset Purchase Agreement. The conditions in Section 7(b) of the Asset Purchase Agreement shall have been satisfied in full (without reliance on any waiver by Hosting) (other than the transfer of the Cash Consideration (as defined in the Asset Purchase Agreement) as contemplated by Section 7(b)(xiv) of the Asset Purchase Agreement which transfer shall not occur until immediately after VitalStream has received the purchase price for all of the Subsequent Convertible Notes as contemplated by this Agreement), and the transactions contemplated by the Asset Purchase Agreement shall have been consummated immediately prior to the Subsequent Closing in accordance with the terms of the Asset Purchase Agreement.
Asset Purchase Agreement. Seller shall place a complete copy of this Agreement in the local public inspection file of the Station and shall append a complete copy of this Agreement to the application to the FCC for the FCC approval.
Asset Purchase Agreement. All conditions precedent to OWNERS’ obligations to close on the sale of the Facilities under the Asset Purchase Agreement have been satisfied or waived by OWNERS (including, without limitation, OWNERS shall have obtained all OWNERS’ Governmental Approvals) and OWNERS and Purchasers shall have closed its transaction contemplated by the Asset Purchase Agreement.
Asset Purchase Agreement. The Asset Purchase Agreement shall have been duly executed by the parties thereto, and the transactions contemplated thereby shall have been consummated substantially simultaneously with the issuance of the Units hereunder.
Asset Purchase Agreement. The parties to the Asset Purchase Agreement shall be prepared to close the transaction contemplated thereby (it being understood that this agreement shall be effective only if the Closing contemplated in the Asset Purchase Agreement occurs).
Asset Purchase Agreement. (a) The Company shall not amend the Asset Purchase Agreement or waive any of its rights thereunder without the prior written consent of Parent.
(b) The Company shall keep Parent reasonably informed of the status of the financing related to the Asset Purchase Agreement.