CONDITIONS TO SALE AND PURCHASE OF PURCHASED ASSETS Sample Clauses

CONDITIONS TO SALE AND PURCHASE OF PURCHASED ASSETS. 5.1 Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the sale and purchase of the Purchased Assets and other transactions contemplated by this Agreement is subject to the satisfaction of each of the events and conditions set forth in this Section 5.1
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CONDITIONS TO SALE AND PURCHASE OF PURCHASED ASSETS. 43 Section 5.1 Conditions to Each Party’s Obligations 43 Section 5.2 Conditions to Obligations of the Parent and Buyer 43 Section 5.3 Conditions to Obligations of the Stockholders and the Company 44 ARTICLE VI – INDEMNIFICATION 45 Section 6.1 Indemnification by Indemnifying Selling Parties 45 Section 6.2 Indemnification by Indemnifying Buying Parties 46 Section 6.3 Indemnification Claims 47 Section 6.4 Survival of Representations and Warranties 49 Section 6.5 Limitations on Claims for Indemnification 49 ARTICLE VII – TERMINATION 50 Section 7.1 Termination by Mutual Agreement 50 Section 7.2 Termination for Failure to Close 50 Section 7.3 Termination by Operation of Law 50 Section 7.4 Termination for Failure to Perform covenants or Conditions 50 Section 7.5 Effect of Termination or Default; Remedies 50 Section 7.6 Remedies; Specific Performance 51 ARTICLE VIII – MISCELLANEOUS 51 Section 8.1 Press Releases and Announcements 51 Section 8.2 No Third Party Beneficiaries 51 Section 8.3 Entire Agreement 51 Section 8.4 Succession and Assignment 51 Section 8.5 Counterparts and Facsimile Signature 52 Section 8.6 Headings 52 Section 8.7 Notices 52 Section 8.8 Governing Law 53 Section 8.9 Amendments and Waivers 53 Section 8.10 Severability 53 Section 8.11 Submission to Jurisdiction 53 Section 8.12 Waiver of Jury Trial 54 Section 8.13 Construction 54 EXHIBITS DESCRIPTION -------- ----------- Exhibit A Xxxx of Sale Exhibit B Assignment and Assumption Agreement Exhibit C Trademark Assignment Exhibit D Domain Name Assignment Exhibit E Employment Agreement – Xxxxx Xxxxxxxx Exhibit F Employment Agreement – Xxxxxx Xxxxxxx Exhibit G Stockholders Agreement Exhibit H DiscCo Merger Agreement Exhibit I Legal Opinions of Stockholders and Company Counsel ------------------------------------------------------ ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2015, by and among DS Healthcare Group, Inc., a Florida corporation (the “DSH” or “Parent”); WRG Acquisition Corporation., an Arizona corporation (the “Buyer”), W/R Group, Inc., an Arizona corporation (the “Company” or the “Seller”); Xxxxxx Xxxxxxx (“Xxxxxxx”); Xxxxx Xxxxxxxx (“Xxxxxxxx”); and, solely for purposes of Section 1.5(b) of this Agreement, WR Group IC-Disc, Inc., a Nevada corporation (“DiscCo”). Xxxxxxx and Xxxxxxxx are hereinafter sometimes individually referred to as a “Stockholder” and collectively, as the “Stockholders.” The Buyer, the Seller and the Stockholders are ...
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CONDITIONS TO SALE AND PURCHASE OF PURCHASED ASSETS 
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Related to CONDITIONS TO SALE AND PURCHASE OF PURCHASED ASSETS

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Conditions of Purchase The Purchaser's obligation to purchase and pay for the FFELP Loans hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent:

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

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