Mesa Assets Sample Clauses

Mesa Assets. On and subject to the terms and conditions of this Agreement, at or prior to Closing and prior to consummation of the Merger, Mesa Wind shall execute and deliver to PAMC a xxxx of sale, in the form attached hereto as Exhibit D (the "Mesa Wind Xxxx of Sale"), pursuant to which Mesa Wind shall distribute, sell, transfer, convey, and deliver to PAMC, and PAMC shall accept, all of the right, title, and interest that Mesa Wind possesses and has the right to transfer in and to the following (the "Mesa Assets"): (i) all tangible personal property (such as machinery, equipment, supplies, parts, furniture, and tools) used in connection with the Projects and located at the Project site; (ii) all agreements, contracts, instruments, other similar arrangements, and rights thereunder related to the Projects to which Mesa Wind is a party, other than agreements to which only Mesa Wind, PAMC, ZP-I or ZP-II are parties, which shall be terminated; (iii) to the extent assignable, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies related to the Projects; (iv) all production reports and records, operation and maintenance reports, environmental reports and records and other written information related to the Projects that were previously made available to the Buyer; and (v) the BLM Right of Way. The material equipment included in the Mesa Assets is listed in an attachment to the Mesa Wind Xxxx of Sale.
Sample 1
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Mesa Assets. On and subject to the terms and conditions of this ----------- Agreement, at or prior to Closing and prior to consummation of the Merger, Mesa Wind shall execute and deliver to PAMC a bill of sale, in the form attached hereto as Exhibit D (the "Mesa Xxxd Bill of Sale"), pursuant to which Mesa Wind --------- ---------------------- shall distribute, sell, transfer, convey, and deliver to PAMC, and PAMC shall accept, all of the right, title, and interest that Mesa Wind possesses and has the right to transfer in and to the following (the "Mesa Assets"): (i) all ----------- tangible personal property (such as machinery, equipment, supplies, parts, furniture, and tools) used in connection with the Projects and located at the Project site; (ii) all agreements, contracts, instruments, other similar arrangements, and rights thereunder related to the Projects to which Mesa Wind is a party, other than agreements to which only Mesa Wind, PAMC, ZP-I or ZP-II are parties, which shall be terminated; (iii) to the extent assignable, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies related to the Projects; (iv) all production reports and records, operation and maintenance reports, environmental reports and records and other written information related to the Projects that were previously made available to the Buyer; and (v) the BLM Right of Way. The material equipment included in the Mesa Assets is listed in an attachment to the Mesa Wind Bill of Sale.
Sample 1

Related to Mesa Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • 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:

  • 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):

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) liens for current taxes not yet due and payable; (b) liens imposed by law and incurred in the ordinary course of business for obligations not past due; (c) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (d) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

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