Asset Purchase Agreements. The Buyer shall have entered into and delivered a copy of the Asset Purchase Agreement-Group One and Asset Purchase Agreement-Group Two, each duly executed by the Buyer, including all closing deliveries thereunder.
Asset Purchase Agreements. The (i) parties listed on Schedule 6.1(k)-1 shall have entered into and delivered a copy of the Asset Purchase Agreement in form and substance as Exhibit 6.1(k)-1 attached hereto (the “Asset Purchase Agreement – Group One” ), duly executed by each of the parties listed on Schedule 6.1(k)-1, including all closing deliveries required thereunder, and (ii) parties listed on Schedule 6.1(k)-2 shall have entered into and delivered a copy of the Asset Purchase Agreement in form and substance as Exhibit 6.1(k)-2 attached hereto (the “Asset Purchase Agreement – Group Two”), duly executed by each of the parties listed on Schedule 6.1(k)-2, including all closing deliveries required thereunder.
Asset Purchase Agreements. Buyer shall have entered into asset purchase agreements with each of Florida Urology Specialists, P.A. and Lakewood Ranch Oncology Center, LLC. (collectively, the “Practices”) whereby Buyer purchases substantially all of the assets of the Practices, and such purchases close no later than the Closing Date.
Asset Purchase Agreements. Use its reasonable efforts to cause the Asset Purchase Agreements to become effective and to cause the closing of each Asset Purchase Agreement to take place simultaneously with the closing of this Agreement.
Asset Purchase Agreements. The Company has provided RG with true and correct copies of the Asset Purchase Agreements, including all agreements executed and delivered pursuant thereto. Section 2.21.
Asset Purchase Agreements. On or before the date that is sixty (60) days after the Sale Trigger Date, Borrowers shall have entered into one or more asset purchase agreements, in form and substance acceptable to Lender with one or more prospective purchasers that (i) provide for the sale or other disposition of all or substantially all of the assets and/or businesses of Borrowers, (ii) provide for the closing of such dispositions to occur on or before the applicable dates set forth in this Agreement below or before any later date acceptable to Lender, (iii) provide for proceeds of such sales up to the amount of the Obligations, net only of such fees, expenses or other amounts that may be expressly agreed to by Lender in a subsequent written agreement, to be remitted to Lender and applied to the Obligations on a final and indefeasible basis, and (iv) are otherwise in form and substance reasonably acceptable to Lender ("Final Asset Purchase Agreements"). Without limiting the foregoing, Borrowers acknowledge and agree that (1) it shall provide Lender and its counsel a reasonable opportunity to propose changes to the Borrowers on such form of Final Asset Purchase Agreements, and (2) the Lender has expressly reserved all of their rights to withhold their approval or consent with respect to any Final Asset Purchase Agreement or other proposed disposition of the Collateral.
Asset Purchase Agreements. Lenders shall have received a copy of the Weed Wizard Acquisition Agreement executed by the parties thereto.
Asset Purchase Agreements. Allocation of Purchase Price > The parties may have conflicting interests when it comes to the allocation. > Generally, sellers prefer allocations to assets that generate capital gain (which may be taxed at a preferential rate) and buyers prefer allocations to assets that generate depreciation and amortization deductions. > Often, the parties agree to a schedule which details the methodology used to allocate the purchase price and certain other costs among the assets. Purchase Price Adjustments and Earn-Outs > Purchase price adjustments and escrow arrangements may operate identically to those in stock purchase agreements, adjusting the purchase price after payment as final financial statements are generated and withholding funds until certain conditions trigger. Generally, sellers prefer allocations to assets that generate capital gain (which may be taxed at a preferential rate) and buyers prefer allocations to assets that generate depreciation and amortization deductions. > Similarly, earn-outs may be used where the buyer is purchasing assets that comprise a business, as opposed to a discrete group of assets. Third Party Consents > Asset acquisitions typically require numerous third party consents since most contracts contain anti-assignment clauses. > Often the buyer will require the seller to obtain certain material consents as a condition to closing. Transfer Documents > Asset acquisitions generally require more formalities and documents than stock acquisitions and mergers. > Parties use ancillary documents to perfect the transfer of assets and assume liabilities, common ancillary documents related to transfer are: > Bills of sale for the transfer of tangible assets > Assignment and assumption agreements for the transfer of contracts > IP assignment agreement > Deeds for the transfer of real property Successor Liability > As a general rule, an asset purchaser does not assume the seller’s liabilities. > However, in certain circumstances, the buyer can be held responsible for the seller's liabilities if a court determines that the factors of one of the following exceptions are met: > The buyer expressly or impliedly assumes the liabilities. > The transaction is deemed a de facto merger under state law. > The transfer was fraudulent or intended to defraud creditors. > The buyer is a mere continuation of the seller. > The buyer continues essentially the same operations or product line of the seller.
Asset Purchase Agreements. MK and BNFL-USA will cause Wesco to enter ------------------------- into the following agreements and will each guarantee Wesco's obligations under such agreements:
Asset Purchase Agreements. The Asset Purchase Agreements shall be in full force and effect as of the Closing Date and shall not have been amended or modified. The conditions precedent to the obligations of CCI to complete the purchase of the Purchased Assets pursuant to the terms of the Asset Purchase Agreements shall have been satisfied in full (without reliance on any waiver by CCI) and the Closing shall have been consummated in accordance with the terms of the Asset Purchase Agreements. The Seller shall not have any right under the Asset Purchase Agreements to terminate, and shall not have terminated, CCI's right to purchase or manage any of the Xxxxxxxx Schools.
