Later Purchased Assets Sample Clauses

Later Purchased Assets. Notwithstanding anything in Section 2.01(a) to the contrary, at the applicable Later Closings as described in Section 2.06(c) (but subject to Section 2.10) and upon the terms of this Agreement, Parent and each Asset Seller shall sell, convey, assign and transfer (and as applicable, deliver), or cause to be sold, conveyed, assigned and transferred (and as applicable, delivered), to Buyer, and Buyer shall, or shall cause one or more of its Affiliates to, purchase from Parent and each Asset Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the following additional assets, rights and properties of every kind and description (wherever located, whether tangible or intangible, real, personal or mixed) of Parent and its Affiliates as of the applicable Later Closing Date (the “Later Purchased Assets”):
Sample 1Sample 2
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Later Purchased Assets. Notwithstanding anything in Section 2.01(a) to the contrary, at the applicable Later Closings as described in Section 2.06(c) (but subject to Section 2.09), Buyer may, in its sole determination, elect to defer the acquisition of any particular Purchased Assets (other than Acquired Inventory) that are not located in the United States (and the Assumed Liabilities related thereto) (each, a “Later Purchased Asset”, and such Assumed Liabilities relating thereto, a “Later Assumed Liability”) until a Later Closing Date. At each such Later Closing Date, upon the terms and subject to the conditions of this Agreement, Parent and each Seller shall sell, convey, assign and transfer to Buyer or one of its Designated Purchasers, and Buyer shall, or shall cause one of its Designated Purchasers to, purchase from Parent and each Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Parent’s and Sellers’ right, title and interest in and to any and all Later Purchased Assets that are to be transferred on such Later Closing Date. Except as mutually agreed by the Parties, all Later Purchased Assets in a particular jurisdiction shall transfer on the same Later Closing Date. Any Later Purchased Assets shall be held and administered by Parent and its Affiliates in continued compliance with the terms of this Agreement (including Section 5.01) and, where applicable, the terms of the Supply Agreement and the Distribution Agreements, in each case, for the benefit of Buyer or its Designated Purchaser until the applicable Later Closing Date on which such Later Purchased Assets are transferred to Buyer or its Designated Purchaser. Any election by Buyer pursuant to this Section 2.01(b) shall be made by delivery of a written notice to Seller (a “Deferral Notice”) not less than ten (10) Business Days prior to the Closing Date, identifying the jurisdiction (by country) in which any particular Purchased Assets are to be treated as Later Purchased Assets. A Deferral Notice may be rescinded by Buxxx xt any time prior to Closing. This Agreement hereby constitutes the initial Deferral Notice, whereby all Purchased Assets (other than Acquired Inventory) outside of the U.S. shall be deemed to be Later Purchased Assets, which may be modified, waived or rescinded by subsequent Deferral Notices.
Sample 1

Related to Later Purchased Assets

  • SELLER     PURCHASER The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC Lender Code: 833 253 The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC By: By: (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Name: Title: Title: Date of Purchase: April 30, 2008 Purchase Agreement (TOWN CENTER FUNDING) Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2008 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Trust Company, N.A., as Town Center Funding Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”) for the benefit of Town Center Funding LLC (“Town Center Funding”), under the Town Center Funding Interim Trust Agreement, dated as of April 30, 2008, between Town Center Funding and the Town Center Funding Eligible Lender Trustee, and Town Center Funding hereby offer for sale to The Bank of New York Trust Company, N.A., as Interim Eligible Lender Trustee for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of April 30, 2008 between the Purchaser and the Interim Eligible Lender Trustee, the entire right, title and interest of Town Center Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Center Funding’s offer.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • 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

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

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