Covenant of Purchase and Sale; Assets Sample Clauses

Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, at Closing Seller shall sell, convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller in consideration for the Purchase Price, free and clear of all Liens (except for Permitted Liens, other than those Permitted Liens identified on Schedule 5.4 as ------------ Liens to be terminated, released, removed or satisfied as of the Closing Date) , all right, title and interest of Seller or any Affiliate of Seller in all of the assets and properties, real and personal, tangible and intangible, used or held for use by Seller in its operation of the Business (the "Assets"), including, without limitation, the following:
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Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, at Closing each Seller shall sell, convey, assign, and transfer to Buyer, and Buyer shall acquire from such Seller, for the Purchase Price, free and clear of all Liens (except for Permitted Liens), all right, title and interest of such Seller in and to all of the assets and properties, real and personal, tangible and intangible, owned or leased, used or held for use wherever located by such Seller in the operation of the System (the "Assets"), including, without limitation, the following:
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Covenant of Purchase and Sale; Assets. Subject to and in accordance with the terms and conditions set forth in this Agreement, Seller shall transfer to Buyer, and Buyer shall purchase from Seller, free and clear of all Liens (except for Permitted Liens), all of Seller's right, title and interest in and to the following described assets and properties, tangible and intangible, relating to the MMDS Systems (collectively, the "Assets"):
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Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, and except as otherwise provided in Section 2.2, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, all of Seller's title and interest in all of the properties, assets, and rights of any kind, where ever located, whether tangible or intangible, real or personal, used by Seller in its operation of the Business (the "Assets"), including without limitation the following:
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Covenant of Purchase and Sale; Assets. Subject to the terms and conditions set forth in this Agreement, at Closing, Seller shall transfer to Buyer, and Buyer shall acquire from Seller, free and clear of all Liens (except Permitted Liens and Liens for ad valorem Taxes not yet due and payable), all of the following described assets and properties, tangible and intangible, used or held for use by Seller in its operation of, or otherwise relating to, the Facilities, the Xxxxxx Facility or the Business (the "Assets"): 2.1.1 the Personal Property; 2.1.2 the Real Property; 2.1.3 the Assumed Contracts; 2.1.4 the Licenses; 2.1.5 the Trademarks; 2.1.6 all of Seller's technical information and data, customer lists, machinery and equipment warranties, maps, computer disks and tapes, plans, diagrams, blueprints and schematics relating to the Facilities or the Xxxxxx Facility, including filings with the BATF, other than as any of the foregoing relate to the Excluded Assets; 2.1.7 all books and records relating to the Business or operations of the Facilities or the Xxxxxx Facility, including executed copies of the Assumed Contracts, subject to the right of Seller to have
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Related to Covenant of Purchase and Sale; Assets

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • 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.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Terms of Purchase and Sale The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

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