Production Assets Sample Clauses

Production Assets. (i) Upon the terms and subject to the conditions of this Agreement, Seller shall sell, transfer, assign and deliver the Production Assets (other than the Leases and Equipment Leases) to Purchaser on the Effective Date, and Purchaser shall purchase and accept the Production Assets (other than the Leases and Equipment Leases) from Seller on the Effective Date.
Sample 1
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Production Assets. Except for the Assumed Obligations, Seller owns the Production Assets free and clear of all Liens except for Permitted Liens. Except for the Assumed Obligations, the documents selling, assigning, conveying and otherwise transferring the Production Assets will transfer the aforesaid items to Purchaser free and clear of all Liens except for Permitted Liens. All facilities, machinery, equipment, fixtures, vehicles and other properties that are a part of the Production Assets acquired by Purchaser hereunder are in good operating condition and repair, normal wear and tear excepted, are reasonably fit and usable for the purposes for which they are being used. Immediately prior to the Effective Date, Seller will own, and have legal rights to use as currently used in its business, the Production Assets. All of the Production Assets that are transferred and assigned by Seller to Purchaser on the Effective Date and the Closing Date are sufficient to operate the business and affairs of the Acquired Division in the ordinary course and consistent with the manner in which it was conducted prior to the Effective Date and the Closing Date. All such Production Assets have been used by Seller in all material respects in accordance with all applicable license agreements and other requirements related thereto. Seller is the owner of all right, title and interest in and to the Name, free and clear of all Liens except for Permitted Liens, and has not granted to any third party any right to license, sublicense or use the Name. The Name is not involved in any Litigation, and no such action has been threatened in writing or, to Seller’s knowledge, otherwise threatened with respect to the Name. The Leased Premises are the only locations where Seller conducts wholesale Mortgage Loan origination operations. Seller is not restricted from conducting wholesale Mortgage Loan origination operations in any location by agreement, court order or otherwise.
Sample 1
Production Assets. Upon the terms and subject to the conditions of this Agreement, the Production Assets shall be transferred from Seller to Purchaser as follows:
Sample 1

Related to Production 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;

  • 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:

  • 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”):

  • Inventories The Operator shall maintain detailed records of Controllable Material.

  • 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:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Production All of the oil, natural gas, condensate, casinghead gas, products or other minerals, attributable or allocable to the Interests or Xxxxx (i) from and after the Effective Time or (ii) which are in storage above the pipeline connection as of the Effective Time, or (iii) with regard to any over-produced or under-produced volumes of Sellers attributable to the Assets (the “Hydrocarbons”).

  • Production Proceeds Notwithstanding that, by the terms of the various Mortgages, certain Guarantors and Borrower are and will be assigning to Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Mortgages, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the Mortgages, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Mortgages, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

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