No Impediment to Liquidation. Nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to Seller's right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing.
No Impediment to Liquidation. Nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing. Subject to Section 7.7, the Sellers shall not be obligated to retain assets or employees or to continue operations following the Closing (or to retain outsource assistance) in order to satisfy its obligations hereunder.
No Impediment to Liquidation. 54 Section 10.5 Notices........................................................54 Section 10.6 Assignment.....................................................55 Section 10.7 Third-Party Beneficiaries......................................55 Section 10.8 Severability...................................................55 Section 10.9 Governing Law..................................................55 Section 10.10 Submission to Jurisdiction.....................................55 Section 10.11 Counterparts...................................................56 Section 10.12 Incorporation of Exhibits......................................56 Section 10.13 Entire Agreement...............................................56 Section 10.14 Headings.......................................................56 Section 10.15 Remedies.......................................................56 Section 10.16 Bulk Sales or Transfer Laws....................................56 Section 10.17
No Impediment to Liquidation. Subject to Sections 2.2(e), 7.4(c) and 7.10, nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing. Subject to Sections 2.2(e), 7.4(c) and 7.10, the Sellers shall not be obligated to retain assets or employees or to continue operations following the Closing (or to retain outsource assistance) in order to satisfy its obligations hereunder.
No Impediment to Liquidation. 36 Section 10.5 Notices.....................................36 Section 10.6 Assignment..................................37 Section 10.7 Governing Law...............................37 Section 10.8 Counterparts................................37 Section 10.9 Schedules and Exhibits......................37 Section 10.10 Entire Agreement............................37 Section 10.11 Bulk Sales or Transfer Laws.................38 Section 10.12 Submission to Jurisdiction..................38 Section 10.13 No Strict Construction......................38 LIST OF EXHIBITS AND SCHEDULES EXHIBITS -------- Exhibit A - Form of Bill of Sale Exhibit B-1 - Form of Instrument of Assignment xxx Assumption (General) Exhibit B-2 - Form of Instrument of Assignment and Assumption (Real Property Leases) Exhibit C - Form of Bid Procedures Order Exhibit D - Form of Sale Order SCHEDULES Referenced in: --------- ------------- Schedule 1.1(3) - Section 1.1 Schedule 2.1(h) - Section 2.1(h) Schedule 2.2(e) - Section 2.2(e) Schedule 2.3(f) - Section 2.3(f) Schedule 5.1 - Section 5.1 Schedule 5.4 - Section 5.4 Schedule 5.5 - Section 1.1, Section 5.5 and Section 7.4(a) Schedule 5.6 - Section 1.1, Section 2.5(a), Section 5.6 and Section 5.9 Schedule 5.7 - Section 2.3(a) and Section 5.7 Schedule 5.8 - Sections 5.8(a), (c) and (d) Schedule 5.9 - Section 1.1, Section 2.5(a) and Section 5.9 Schedule 5.10 - Section 5.10 Schedule 5.12 - Section 5.12 Schedule 5.13 - Section 5.13 Schedule 5.14 - Section 5.14 Schedule 5.15 - Section 5.15 Schedule 5.16 - Section 5.16 Schedule 6.5 - Section 6.5 Schedule 7.1 - Section 7.1 iv ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), is made as of November 30, 2001, by and between Executive Conference, Inc., a New Jersey corporation (the "Seller") and Summit Acquisition LLC, a Delaware limited liability company (the "Buyer").
No Impediment to Liquidation. 48 Section 10.5 Notices.......................................................48 Section 10.6 Assignment....................................................49 Section 10.7 Third-Party Beneficiaries.....................................49 Section 10.8 Severability..................................................49 Section 10.9
No Impediment to Liquidation. Nothing herein shall be deemed or construed so as to limit, restrict or impose any impediment to Seller's right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations not included in the transaction at any time as it may determine that is at least 120 days following the Closing.
No Impediment to Liquidation. Nothing herein shall be deemed or construed so as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up their affairs and to cease all business activities and operations at such time as it may determine following the expiration of the Transition Period. Sellers shall not be obligated to retain assets or employees or to continue operations following the expiration of the Transition Period (or to retain outsource assistance) in order to satisfy its obligations hereunder.
No Impediment to Liquidation. Subject to the provisions of, any other written agreements between the Parties, nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to a Party’s right to liquidate, dissolve and wind-up their company’s affairs and to cease all business activities and operations at such time as it may determine following the Effective Date, including a conversion of the Chapter 11 Cases to Chapter 7, including wholly owned or majority controlled subsidiaries of the Party.
No Impediment to Liquidation. 44 Section 10.5 Notices...............................................................44 Section 10.6 Assignment............................................................45 Section 10.7
