CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING Sample Clauses

CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING. 11 Section 2.1 Contribution and Assumption. 11 Section 2.2 Interests 11 Section 2.3 Purchase Price 11 Section 2.4 Company Working Capital Adjustment. 12 Section 2.5 Closing 13 ARTICLE III REPRESENTATIONS AND WARRANTIES AS TO SELLER AND CERTAIN OF ITS SUBSIDIARIES 13 Section 3.1 Organization and Good Standing. 13 Section 3.2 Enforceability; Authority; No Conflict. 14 Section 3.3 Capitalization 15 Section 3.4 Financial Statements. 16 Section 3.5 Title to Business Assets 16 Section 3.6 Legal Proceedings; Orders. 16 Section 3.7 Absence of Certain Changes and Events 17 Section 3.8 Contracts. 18 Section 3.9 Compliance with Laws 20 Section 3.10 Employees. 20 Section 3.11 Peanuts Feature Intellectual Property. 21 Section 3.12 Seller Software. 22 Section 3.13 Certain Payments 23 Section 3.14 Accounts Receivable 23 Section 3.15 Brokers or Finders 23 Section 3.16 Condition and Sufficiency of Facilities 24 Section 3.17 No Undisclosed Liabilities 24 Section 3.18 Transactions with Affiliates 24 Section 3.19 Sufficiency of Assets 24 Section 3.20 Customers, Suppliers and Licensees 24 Section 3.21 Books of Account and Reports 25 Section 3.22 Seller Tax Representations 25 Section 3.23 No Material Adverse Effect 25 ARTICLE IV ADDITIONAL REPRESENTATIONS AND WARRANTIES AS TO UMKK AND UMNET AND PARENT 25 Section 4.1 Tax Representations 25 Section 4.2 Employee Benefits. 27 Section 4.3 Insurance. 29 Section 4.4 Parent Representations. 29 TABLE OF CONTENTS (continued) Page ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 30 Section 5.1 Organization and Good Standing 30 Section 5.2 Authority; No Conflict. 31 Section 5.3 Investment Intent; Financial Capability 31 Section 5.4 Certain Proceedings 31 Section 5.5 Brokers or Finders 31 Section 5.6 Investigation by Buyer 31 ARTICLE VI COVENANTS OF SELLER PRIOR TO CLOSING DATE 32 Section 6.1 Access and Investigation 32 Section 6.2 Operation of the Business 32 Section 6.3 Commercially Reasonable Efforts 33 Section 6.4 Audited Financials 33 ARTICLE VII COVENANTS OF BUYER PRIOR TO CLOSING DATE 33 Section 7.1 Commercially Reasonable Efforts 33 Section 7.2 Buyer Acknowledgement 33 ARTICLE VIII MISCELLANEOUS COVENANTS 33 Section 8.1 Tax Treatment of Purchase of Membership Interests in Company 33 Section 8.2 Required Approvals of Governmental Bodies. 33 Section 8.3 Notice of Developments; Access to Records 34 Section 8.4 Transition Services Agreements; Sublease; Syndicate Services Agreement 35 Section 8.5 Employees of the Business. 35 Section 8....
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Related to CONTRIBUTION AND ASSUMPTION; SALE OF INTERESTS; CLOSING

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:--

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