Asset Transaction Sample Clauses

Asset Transaction. The Asset Transaction shall have been consummated pursuant to this Agreement, the Ancillary Documents and the other Transfer Documents in form and substance reasonably satisfactory to ONEOK.
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Asset Transaction. 4.8(a) Average Bidder Trading Price..........................................4.6(a) Bidder..........................................................
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Asset Transaction. The transactions contemplated by this Agreement shall constitute only the purchase and sale of Assets to be conveyed to Buyer under the express terms of this Agreement. Buyer shall not assume or be liable for any accounts payable, obligations or liabilities of Seller, whether direct or indirect, now existing or hereafter incurred, absolute, accrued, contingent or otherwise, except solely for the contractual obligations or liabilities which Buyer expressly agrees to assume under the terms of this Agreement. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability for any liability or obligation based on, arising out of or in connection with any termination or severance liability (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq. and any applicable state and local laws) with respect to employees who are employed by Seller as of the date of Closing, or claims or conditions arising under or relating to any applicable federal, state or local laws, rules or regulations, common law or strict liability provisions, and any judicial or administrative interpretations thereof, including any judicial or administrative orders or judgments, relating to health, safety, industrial hygiene, pollution or environmental matters. Seller shall not assume or be liable for any accounts payable, obligations or liabilities of Buyer, whether direct or indirect, now existing or hereafter incurred, absolute, accrued, contingent or otherwise.
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Asset Transaction. Buyer shall not assume any liabilities or obligations of the TFS Entities, except for obligations arising after the Closing Date pursuant to the terms of this Agreement.
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Asset Transaction. The transaction contemplated by this Agreement constitutes only the purchase and sale of certain assets of the Seller. Purchaser shall not acquire any assets of the Seller pursuant to this Agreement other than the Management Contracts. Purchaser shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or LAT of any kind whatsoever, whether direct or indirect, now existing or hereinafter incurred, absolute, accrued, contingent or otherwise under or by virtue of this Agreement or otherwise, except solely for the contractual obligations and liabilities of the Seller under the Management Contracts arising on or after the Closing Date which Purchaser expressly assumes under the terms of this Agreement. Without limiting the generality of the foregoing, and subject to the assumption by Purchaser of the contractual obligations and liabilities of the Seller under the Management Contracts arising on or after the Closing Date, Purchaser shall not assume the following: (a) any obligations, liabilities and commitments (fixed or contingent) of Seller or LAT; (b) any liability or obligation of Seller or LAT arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, including, without limitation, any liabilities with respect to Taxes (as hereinafter defined) or obligations of Seller or LAT to fund any employee benefit plans; (c) any liability or obligation under contracts and other agreements to which Seller or LAT is a party or by which it or its assets, properties or rights are bound or subject; (d) any liability or obligation of Seller or LAT to any of its stockholders or its affiliates; (e) any liability or obligation of Seller or LAT arising out of or relating to any breach of a representation, warranty, covenant or agreement of Seller or LAT contained herein; and (f) any liability or obligation relating to any compensation, bonus, severance payment, change of control payment or other payment or obligation to which any employee of Seller is entitled.
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Asset Transaction. 22 Associates.................................................. 30 Audit....................................................... 13 beneficial ownership........................................ 30
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Asset Transaction 
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Related to Asset Transaction

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A Xxxx of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

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