New Center Assets Sample Clauses

New Center Assets. (a) Pursuant to the New Center Purchase Agreement, Seller shall use commercially reasonable efforts to sell, assign, transfer, convey and deliver to the Buyer (or the Buyer’s Affiliate), and the Buyer (or the Buyer’s Affiliate) shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the New Centers and all assets related to the New Center, in each case free and clear of any liens and any other encumbrances, unless otherwise specified in the New Center Purchase Agreement, including the following New Center Assets, as shall be more specifically expressed in the definitive New Center Purchase Agreement: (i) those certain parcels of real property (including all buildings, improvements and structures located thereon and all appurtenances thereto) owned or leased by Seller on which the New Centers are situated; (ii) all of the leasehold interests and rights of the Seller, including such subleases under the tenant space leases, ground leases and other leases of real property; (iii) all fixed assets, fixtures, furnishings, furniture, office supplies, tools, machinery and equipment owned or leased by the Seller and used in the operation of the New Centers; (iv) right to offer employment to all employees employed exclusively at the New Centers, (v) all inventories of general production supplies used in the operation of the New Centers, with the exception of Hyperimmune supplies; (vi) a perpetual, non- exclusive, royalty free license to use the SOPs for any lawful purpose, licenses, permits, contracts, agreements, arrangements and/or commitments listed in the New Center Purchase Agreement, until such time as Buyer obtains their own licenses, permits, contracts, agreements, arrangements and/or commitments; (vii) all business and financial records and personnel and donor records relating exclusively to the New Centers; (viii) copy of the Seller’s proprietary data bases, donor lists and records, donor center technical guides, quality control and training manuals, specialty guides and (ix) all Regulatory Approvals related to such New Centers; (x) all good will of the Seller related to the New Centers; and (xi) any other items as may be reasonably required for Buyer to operate New Center.
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Related to New Center Assets

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • 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:

  • 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.

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