Assets Being Sold and Purchased Sample Clauses

Assets Being Sold and Purchased. (a) Subject to and upon satisfaction or waiver of the terms and conditions of this Agreement, at the Closing (as defined in Section 2 herein), Seller shall transfer, sell, convey, assign and deliver to Buyer, pursuant to a Xxxx of Sale in the form attached hereto and made a part hereof as Exhibit 1.1(a) (the “Xxxx of Sale”), and Buyer shall purchase from Seller, all right, title and interest to and in Seller’s assets used by, for and in connection with, the Business, as the same existed immediately prior to the Closing and reflected on the books and records of the Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following: (i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, medical equipment, supplies and office equipment and all fixtures and improvements; (ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”); (iii) all inventories of pharmaceuticals that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by Seller; (iv) all software programs (including source and object codes and related documentation for software owned by Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv) attached hereto, as well as the internet websites used by Seller with respect to the Business and the related universal resource locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv); (v) all prepaid expenses relating to the Business, and all security deposits deposited by or on behalf of Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement. (vi) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue prior to the Closing to repair or replace the lost, damaged or destroyed items; (vii) all of Seller’s right, title ...
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Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing the Sellers shall grant, transfer, sell, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Sellers all of each Seller's right and title to and interest in and to substantially all of the properties and assets of every kind, nature and description primarily used in the Business (other than the Excluded Assets) as the same existed immediately prior to the Closing, free and clear of all Liens (other than Permitted Liens), including, without limitation, the following: (i) all inventories of Sellers, including finished goods, work-in-progress, office furniture, equipment and other materials which relate to or are used in the operation of the Business (the "Inventory"); (ii) all Contracts; (iii) the entire right, title and interest of Sellers in and to all Intellectual Property; (iv) all Books and Records of the Sellers; (v) all right, title and interest in and to all Federal, state, local and foreign government licenses, permits, authorizations, certifications and approvals to do business, and memberships to relevant industry groups, which relate to or are used in the operation of the Business (collectively, the "Approvals"), including such Approvals which are material to the operation of the Business which are listed in Schedule 2.2(a)(v) hereto; (vi) all rights of the Sellers in and to insurance and indemnity claims relating to the Business and the Assets, including such claims which are in excess of $100,000 which are listed in Schedule 2.2.(a)(vi) hereto; (vii) all of Sellers' rights and interests under the leases of real property set forth in Schedule 3.7 hereto relating to the Business, along with all appurtenant rights, easements, and privileges appertaining or relating thereto; (viii) all of Sellers' rights and interests under leases of equipment or other tangible personal property used in conducting the Business; (ix) all rights, choses in action and claims (known or unknown, matured or unmatured, accrued or contingent) of the Sellers against third parties arising out of or in connection with the Business and relating to the Assets or the Assumed Liabilities (as defined below), including the claims set forth in Schedule 2.2 (a) (ix) hereto; (x) All security deposits, prepaid expenses and other miscellaneous assets of the Business; (xi) All of the issued and outstanding capital stock and/or membership interests (collectively, the "Subsidiary S...
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Assets Being Sold and Purchased. Subject to the provisions of this Agreement, Buyer hereby agrees to purchase, and Seller hereby agrees to sell, transfer and assign to Buyer, all of Seller's right, title and interest in and to the tangible assets of Seller's business described hereinbelow as a going concern (the "Purchased Assets"), including, without limitation, those tangible assets related to and used in the operation of the business. The personal property, tangible and intangible, specifically listed on Exhibit A and further generally described as follows:
Sample 1
Assets Being Sold and Purchased. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells and delivers to Buyer, as of the Closing Date, free and clear of any and all liabilities, claims, liens, restrictions on transfer and encumbrances (except for liabilities specifically assumed by Buyer under this Agreement), and Buyer agrees to purchase from Seller, those assets as set forth in this Section 2.02 and listed on the various schedules referred to in this Section 2.02(a) (the “Purchased Assets”), including, the following: (i) All computer hardware relating to the Business owned or leased by Seller as set forth on attached Schedule 2.02(a)(i) and all maintenance contracts, if any, relating thereto; (ii) All software relating to the Business owned by, or licensed to, Seller, as set forth on attached Schedule 2.02(a)(ii) and all maintenance contracts, if any, relating thereto; (iii) The personal property of Seller, including, without limitation, office equipment and similar personal property, relating to the Business owned by Seller and located at and around the leased location where the Seller conducts the Business located at 00000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx (the “Leased Premises”), as set forth on the attached Schedule 2.02(a)(iii); (iv) The prepaid expenses relating to the Purchased Assets and Assumed Liabilities, if any, as set forth on attached Schedule 2.02(a)(iv); and (v) All contracts set forth on Schedule 2.02(a)(v) and all rights and benefits therein. (b) On the Closing Date, Seller shall deliver to Buyer, to the extent possible, physical possession of all of the Purchased Assets.
Sample 1
Assets Being Sold and Purchased. AND PURCHASE PRICE 1 1.1 Assets 1 1.2 Excluded Assets 3 1.3 Liabilities 4 1.4 Escrow Deposit 5 1.5 Purchase Price, Payment; Allocation of Purchase Price 5 1.6 Prorations and Adjustments to the Purchase Price 5 1.7 Collection of Accounts Receivable 8 1.8 Additional Fees 9
Sample 1
Assets Being Sold and Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this Agreement all the intangible and tangible assets of Seller related solely to the assets identified in Schedule 1.01 attached hereto, generally described as Christian Happenings Magazine and used in the operation of Christian Happenings Magazine ("Assets"). At the Closing (as defined in Section 1.04 of this Agreement), Seller shall convey to Buyer the Assets, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances, and Buyer shall purchase the Assets for the Purchase Price set forth in Section 1.02.
Sample 1
Assets Being Sold and Purchased. Subject to the provisions of this Agreement, Buyer hereby agrees to purchase, and Seller hereby agrees to sell, transfer and assign to Buyer, all of Seller's right, title and interest in and to the tangible assets of Seller's business described hereinbelow (the "Purchased Assets"), including, without limitation, those tangible assets related to and used in the operation of the business related to medical transcription services, and all existing contracts and proposals with all of Seller's medical transcription clients (e.g. hospitals, clinics, etc.), and as shown on Seller's September 30, 2003 balance sheet, subject to changes occurring in the normal and ordinary course of business between that date and the date of closing, and excepting the Seller's cash, accounts receivable, and unbilled work-in-progress, excepting any and all accrued, contingent and existing Company debts and liabilities associated with the Purchased Assets or Seller's business prior to closing on this agreement. The Purchased Assets shall, however, include a certain lease agreement by and between Liberty Centre I and Seller dated November 8, 2000, and the obligations under that lease agreement shall be assumed by Buyer. The personal property, tangible and intangible, are specifically listed on Exhibit A and further generally described as follows:
Sample 1
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Assets Being Sold and Purchased. Subject to the provisions of this Agreement, Buyer hereby agrees to purchase, and Seller hereby agrees to sell, transfer and assign to Buyer, all of Seller's right, title and interest in and to the tangible assets of Seller's business described hereinbelow (the "Purchased Assets"), including, without limitation, those tangible assets related to and used in the operation of the business, and all existing contracts and proposals with all of Seller's clients (e.g. hospitals, clinics, etc.), and as shown on Seller's March 31st, 2003 balance sheet, subject to changes occurring in the normal and ordinary course of business that date and the date of closing, and excepting the Seller's cash and certain accounts receivable further specifically described hereinbelow, and excepting any and all accrued, contingent and existing Company debts and liabilities associated with the Purchased Assets or Seller's business prior to closing on this agreement, with the exception of Workers' Compensation, General Liability and Errors and Omissions which are covered under insurance. The personal property, tangible and intangible, specifically listed on Exhibit "A" and further generally described as follows:
Sample 1

Related to Assets Being Sold and Purchased

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

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