Necessary Property and Transfer of Assets Sample Clauses

Necessary Property and Transfer of Assets. The Property constitutes all property and property rights now used or necessary for the conduct of the Company's business in the manner and to the extent presently conducted by the Company. Except as provided in Schedule 2.10, there exists no condition, restriction or reservation affecting the title to or utility of the Property or that would prevent the Company from enforcing its rights with respect to the Property after the Closing to the same extent that it might continue to do so if the sale and transfer contemplated hereby did not take place.
Sample 1See All (4)
AutoNDA by SimpleDocs
Necessary Property and Transfer of Assets. The Assets (including the Leased Assets) are owned, or at the Closing will be owned, by Seller free and clear of all liens, liabilities, claims, encumbrances, and leases (except for the Assumed Leases). Except as set forth on Schedule 2.16, the Assets constitute all of the property and property rights now used, and traditionally used by Seller, consistent with prior practice, for the conduct of the Business in the manner and to the extent presently conducted by Seller. Except as expressly set forth on Schedule 2.16, no consent is necessary to, and there exists no restriction on, the transfer of any of the Assets or the assignment of the Assigned Contracts to Buyer. There exists no condition, restriction, or reservation affecting the title to or utility of the Assets, including the Assigned Contracts and the Leased Real Property, which would prevent Buyer from occupying or utilizing the Assets or enforcing the rights under the Assigned Contracts or the Sublease, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good, valid, and marketable title to the Assets and the rights under the Assigned Contracts shall be vested in Buyer free and clear of all taxes, liens, charges, claims, and encumbrances.
Sample 1
Necessary Property and Transfer of Assets. The Property constitutes all assets and property (other than with respect to Intellectual Property, and other than public property and property owned by others and which is predominantly used by others) now used by the Company and its Subsidiaries in the conduct of the business of the Company and its Subsidiaries. To the Company’s knowledge, there exists no condition, restriction or reservation affecting the title to or utility of the Property that would, assuming the receipt of all consents and approvals relating to the Company required to be obtained from Governments and from third parties, prevent the Company or any of its Subsidiaries from enforcing their respective rights with respect to the Property after the Effective Time to the same full extent that it might continue to do so if the sale and transfer contemplated hereby did not take place.
Sample 1
Necessary Property and Transfer of Assets. Except as set forth on Schedule 2.5, the Assets and the Assumed Liabilities constitute all property and property rights now used or necessary for the conduct of the Business in the manner and to the extent presently conducted or planned by the Seller. There exists no condition, restriction or reservation affecting the title to or utility of the Assets or the Assumed Liabilities which would prevent Buyer from utilizing the Assets, or any part thereof, to the same extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the execution of this Agreement and delivery of Related Agreements, good and marketable title to the Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all Liens.
Sample 1
Necessary Property and Transfer of Assets. The Purchased Assets, the Assumed Liabilities and the Shareholder Patentable Property constitute all the property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted by Seller. Except as set forth on Schedule 3.14 hereto, no consent is necessary to, and there exists no restriction on, the transfer of any of the Purchased Assets or the assignment of the Assumed Liabilities to Buyer. There exists no condition, restriction or reservation affecting the title to or utility of the Purchased Assets or Assumed Liabilities which would prevent Buyer from occupying or utilizing the Purchased Assets or enforcing the rights under the Assumed Liabilities, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Purchased Assets and the rights under the Assumed Liabilities shall be vested in Buyer free and clear of all taxes and Liens.
Sample 1
Necessary Property and Transfer of Assets. The Purchased Assets, the Assumed Liabilities (as defined in the Asset Purchase Agreement) and the Patentable Property constitute all the property and property rights now used, useful or necessary for the conduct of the Business in the manner and to the extent presently conducted by the Company and Seller. No consent is necessary to, and there exists no restriction on, the transfer of the Patentable Property to Buyer. There exists no condition, restriction or reservation affecting the title to or utility of the Patentable Property which would prevent Buyer from utilizing the Patentable Property, or any part thereof, to the same full extent that Seller might continue to do so if the sale and transfer contemplated hereby did not take place. Upon the Closing, good and marketable title to the Patentable Property shall be vested in Buyer free and clear of all taxes and Liens. Seller does not represent and warrant, or provide any other assurance, that the patent application will result in the issuance of a business method patent in accord with the patent application; and, if such patent is issued, that it will be enforceable in accord with its terms. After the Closing, Buyer shall, in its sole discretion, determine whether and in what form to file the Application with the U.S. Patent and Trademark Office ("PTO") and, if it so determines to file the Application with the PTO, Buyer be responsible for any prosecution and related fees and costs incurred by Buyer in connection with such filing. Seller understands that, if it so determines to file the Application with the PTO, such business method patent may not ultimately issue with the result that Buyer may have to rely solely on such other rights as may be available under applicable state and federal law.
Sample 1
Necessary Property and Transfer of Assets. Except as set forth on Schedule 3.9, the assets owned, leased or licensed as of the date hereof by the Company Group constitute all the material properties, assets and rights necessary to conduct the business of the Company Group in all material respects as it is currently conducted in the Ordinary Course of Business.
Sample 1
AutoNDA by SimpleDocs
Necessary Property and Transfer of Assets. The Purchased Assets and the Excluded Assets taken as a whole are sufficient for the continued conduct of the Business in the manner and to the extent presently conducted by Sellers.
Sample 1
Necessary Property and Transfer of Assets. (a) The Property constitutes all property and property rights now used in or necessary for the conduct of the Business. Except as provided in Schedule 3.9(a), there exists no condition, restriction or reservation affecting the title to or utility of the Property
Sample 1

Related to Necessary Property and Transfer of Assets

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • Consolidation, Merger or Sale or Transfer of Assets or Earnings Power (a) In the event, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall merge with and into any other Person, (ii) any Person shall consolidate with the Company, or any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then upon the first occurrence of such event, proper provision shall be made so that: (A) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of the such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Time is Money Join Law Insider Premium to draft better contracts faster.