AssetsConsideration Sample Clauses

AssetsConsideration. 2.1 Assets Acquired Seller hereby agrees to sell and deliver to Buyer at the Closing, and Buyer hereby agrees to purchase from Seller, the Assets. Seller shall have provided Buyer with all Customer records and other information (including all invoices, blueprints, summaries of work in progress, codes, master codes, lock-out codes, up-load codes, down-load codes, communicator identification numbers, operating software) necessary to permit Buyer to fully perform Seller's contractual obligations relating to the Accounts. On the Closing Date, xxxxx shall: (i) Seller shall assist assignment of the Accounts to Buyer, in delivering all necessary third party consents to those assignments containing language releasing Buyer from any liability for preexisting material breaches of the contracts consitituting the accounts, (ii) deliver all contracts, documents and records related to the Assets, (iii) seller shall assist assignment of any and all service agreements and ensure that Buyers have all rights necessary to receive the benefits of those agreements, (iv) assign all of Seller's right title and interest in and to the Sacramento, CA and the Pleasanton, CA real property leases except if property is unassignable due to delinquent lease payments and (iv) do all other things necessary to effectively transfer the Assets into the possession and control of BuyerSeller shall assist buyer in their endeavor to obtain assignments. In addition if buyer is unable to obtain an assignment other methods may be utilized to obtain a contract in good standing. In the event no assignment, assignment with addendum, or contract can be procured, then that particular asset will remain the real property of Stratesec, Inc.- (v) any Assets or Accounts to be expressly excluded from the Assets acquired by Seller hereunder; shall remain the sole and exclusive property of Seller; and Seller shall remain solely and exclusively responsible for all liabilities and obligations with respect to said Assets or Accounts
Sample 1
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Related to AssetsConsideration

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Stock Consideration 3 subsidiary...................................................................53

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Transaction Consideration The Transaction Consideration;

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

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