Purchase and Sale of Certain Assets Sample Clauses

Purchase and Sale of Certain Assets. At the Closing, subject to Section 2.2, Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the assets and properties (the "Purchased Assets") of Seller of every kind, type or designation that are used in, or held for use in, the operation of the Business, whether tangible or intangible, real, personal or mixed, wherever located, free and clear of all Liens other than Permitted Liens, including, without limitation: (a) all parcels of land and all buildings, structures, improvements and fixtures thereon, together with all rights of way, easements, privileges and other appurtenances pertaining or belonging thereto, leased by Seller (the "Leased Property"); (b) all machinery and equipment and spare parts, furniture, office equipment and other personal property of any kind or type, whether physically located on the Leased Property or elsewhere (the "Equipment"); (c) all inventories (including the Reserve Inventory and the Hold Area Inventory), including all finished products, wrapping, supply, labels and packaging items, in each case wherever located (the "Inventory"); (d) all of the trade notes or accounts receivable arising out of Inventory sold or shipped or services performed in connection with the operation of the Business ("Accounts Receivable"); (e) all rights under (i) all contracts, commitments, understandings, binding arrangements, leases of real and personal property, licenses, purchase orders and all other legally binding arrangements to which Seller is a party or to which Seller or any of the Purchased Assets is subject, and which relate to the operation of the Business, except to the extent any of the foregoing relate to the Excluded Assets or the Retained Liabilities, (collectively, the "Contracts"), to the extent that such are described on Schedule 2.1(e), (ii) all Contracts relating to the Business that are entered into or assumed by Seller between the date of this Agreement and 12:01 a.m. on the Closing Date (the "Effective Time") in accordance with the terms of this Agreement and (iii) all Ordinary Course of Business Contracts (collectively, the "Assumed Contracts"); (f) all of the books and records of the Business, wherever located, relating to the Business, including, but not limited to, the following: sales records, books of account, files, invoices, inventory records, accounting records, product specifications, drawings, engineerin...
Sample 1
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Purchase and Sale of Certain Assets. All real estate owned in fee simple by the Company will, at the Closing, be sold to Xxxxxx X. Xxxxxx or an entity controlled by Xxxxxx X. Xxxxxx for $2,000,000 payable by wire transfer at the Closing in immediately available funds. The Xxxxxx-Xxxxxxxx XX-800 drilling rig known as Remco Rig 2 and related equipment, including a 10,000 foot drill string, will, at Closing, be sold to Xxxxxx X. Xxxxxx or an entity controlled by Xxxxxx X. Xxxxxx for $1,800,000 payable at Closing by wire transfer in immediately available funds.
Sample 1
Purchase and Sale of Certain Assets. On the terms and subject to the conditions hereof, at the Closing (as defined below), Carsen agrees to sell, convey, transfer, assign, and deliver to CM, and CM agrees to purchase and accept from Carsen, the following assets of Carsen (the “Assets”), in each case solely to the extent related to the Product Lines and to the extent in existence on July 31, 2006 (the “Effective Date”): all of Carsen’s right, title and interest in and to all of Carsen’s inventory, service agreements (including Preventative Maintenance Agreements), records and documentation of Carsen pertaining to the Product Lines including, without limitation, computer print-outs, accounting records, invoices, customer lists, customer records, credit records and information, purchase and sales records and information, merchandise records, sales promotion materials and other documents, lists, records and items incidental to the Product Lines (“Records”). The parties agree that the Assets will also include all of Carsen’s right, title and interest in and to the names “Carsen” and “Carsen Group” and all related intellectual property rights and good will associated therewith (collectively, the “Carsen Name”) as well as the other items listed on Exhibit B hereto. The Assets will be transferred to CM free of any liens, security interests or other encumbrances.
Sample 1
Purchase and Sale of Certain Assets. On the terms and subject to the conditions hereof, effective as of the close of business on the Effective Date, Carsen shall sell, convey, transfer, assign, and deliver to Olympus, and Olympus shall purchase and accept from Carsen, all of the assets, properties and rights of Carsen in existence on the Effective Date (with the understanding that absent written approval from Olympus to the contrary, (i) Carsen may dispose of accounts receivable only in the ordinary course of business from the date hereof through the Effective Date, and (ii) the fixed assets to be acquired by Olympus hereunder shall, at a minimum, consist of those fixed assets previously identified to Olympus in a certain schedule heretofore delivered to Olympus by Carsen), of every type and description, tangible and intangible, real, personal and mixed, wherever located and whether or not reflected on the books and records of Carsen, excluding only the assets directly related to the Excluded Businesses and such other assets as are listed on Schedule 2.1 (collectively, the “Excluded Assets”). Exclusive of the Excluded Assets, the assets of Carsen being acquired by Olympus hereunder (the “Assets”) shall include, without limitation, all of Carsen’s right, title and interest in and to all of Carsen’s “Inventory” (as defined in Section 2.4), “Accounts Receivable” (as defined in Section 2.5), “Backlog Orders” (as defined in Section 2.6); “Lease Receivable Assets” (as defined in Section 2.7); “Loaner Agreements” (as defined in Section 2.8); real property leases and “Security Deposits” (as defined in Section 2.9) to the extent applicable under Section 2.9; business claims; rights to receive and collect restocking charges; open orders and related contract rights for Carsen’s purchase of products (provided such orders were made in the ordinary course of business); operating leases, customer discount agreements and other contracts and agreements (to the extent assignable) set forth on Schedule 2.10.2, as such schedule may be amended by mutual written agreement of Carsen and Olympus; governmental licenses, permits and authorizations, if any; trade secrets, licenses, trademarks, trade names, processes, technology and other intellectual property rights; records and documentation of Carsen pertaining to the Acquired Businesses including, without limitation, computer print-outs, accounting records and systems, invoices, customer lists, customer records, credit records and information, purchase and sales rec...
Sample 1
Purchase and Sale of Certain Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing (a) the Sellers or their Affiliates shall sell, transfer and deliver to the Buyer or its Affiliates all of the Sellers' or their Affiliates' right, title and interest in and to the Acquired Assets free and clear of all Liens and restrictions on transfer (other than such restrictions as set forth in the Sellers' Organizational Documents and other than Permitted Encumbrances); and (b) the Buyer or its Affiliates shall purchase, acquire and accept from the Sellers or their Affiliates the Acquired Assets free and clear of all Liens and restrictions on transfer (other than such restrictions as set forth in the Sellers' Organizational Documents and other than Permitted Encumbrances) and shall assume the Assumed Liabilities.
Sample 1
Purchase and Sale of Certain Assets. Upon the terms and subject to all the conditions in this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell and deliver to Buyer, on the Closing Date (as defined in Section 1.2), all of the hereinafter described property which shall be collectively referred to as the "Assets," as follows: (a) All right, title and interest of Seller in those certain leases identified on Schedule 1.1(a) (the "Leases"), including any pre-payments or recoupments to which Seller may be entitled, as set forth on Schedule 1.1(a). The Leases and the property demised thereunder are sometimes hereinafter referred to as the "Real Property." (b) All right, title and interest in the machinery and equipment as shown on the Schedule of Equipment attached hereto and made a part hereof as Schedule 1.1(b) (the "Equipment"). (c) All right, title and interest in all pending and/or issued Permits and licenses (the "Permits") held by Seller in relation to Seller's mining operations on the Real Property, as set forth on the Schedule of Permits attached hereto and made a part hereof as Schedule 1.1(c). (d) All of Seller's right, title and interest in all geological data, reserve data, mine maps, core hole logs, coal measurements, coal samples, lithologic data, mine plans, mining feasibility studies or analyses, reserve reports, exploration data, mining permit applications and supporting data, engineering studies, title reports and opinions in the possession of or in the control of Seller relating to or affecting the coal reserves, mining conditions, mines and mining plans of Seller in or upon the Real Property and pertaining in any way to the ownership, condition or operation of the Assets (the" Records" ) .
Sample 1
Purchase and Sale of Certain Assets 
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Related to Purchase and Sale of Certain Assets

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Effect of Certain Transactions After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Notice of Certain Transactions In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.

  • Affiliation of Certain FINRA Members The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Registration of and Limitations on Transfer and Exchange of Certificates The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the [Owner Trustee] shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. _____________________________ shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below and to the provisions of Section 3.11 with respect to the Designated Certificate, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause __________________________________ as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.09. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. No Person shall become a Certificateholder until it shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status set forth in Exhibit C hereto. (a) an investment letter (in substantially the form attached hereto as Exhibit D) in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor certifying to the Trust, the Owner Trustee, the Certificate Registrar and the Depositor that such transferee is a "qualified institutional buyer" under Rule 144A under the Securities Act, or (b) solely with respect to the Designated Certificate, an investment letter (in substantially the form attached hereto as Exhibit E), acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (ii) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit C) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of a Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the proposed transferee of such Certificate to the effect that such proposed transferee is not an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a Person acting on behalf of any such plan or using the assets of any such plan, which representation letter shall not be an expense of the Trust, Owner Trustee, the Certificate Registrar, the Servicer or the Depositor or (ii) in the case of any such certificate presented for registration in the name of an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan, or any other Person who is using the assets of any such plan to effect such acquisition, an Opinion of Counsel, in form and substance reasonably satisfactory to, and addressed and delivered to, the Trust, the Certificate Registrar and the Depositor, to the effect that the purchase or holding of such Certificate will not result in the assets of the Owner Trust Estate being deemed to be "plan assets" and subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of the Code, will not constitute or result in a prohibited transaction within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Owner Trustee, the Certificate Registrar or the Depositor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in this Trust Agreement which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or Depositor.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser agrees to cause the Designated Purchasers to assume, pay, perform and discharge when due, all liabilities or obligations listed in this Section 2.03, and only such liabilities or obligations listed in this Section 2.03 (except as otherwise specifically provided in this Agreement), whether arising before or after the Closing and whether known or unknown, fixed or contingent (the "Assumed Liabilities"): (i) all liabilities set forth on the Closing Date Balance Sheet, other than any such liabilities that are Excluded Liabilities; (ii) all liabilities and obligations of Sellers arising under or pursuant to the Acquired Contracts, the Permits, the Acquired Intellectual Property and the Acquired Know-how; (iii) all liabilities and obligations relating to employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee, but only to the extent such liabilities and obligations are expressly assumed by any Designated Purchaser pursuant to Article VII of this Agreement; (iv) the Specified Contingent Liabilities in an amount equal to (and no amounts in excess of) the aggregate amount (the "Contingent Reserve Amount") of the Contingency Reserves reflected or shown on the Closing Date Balance Sheet; and (v) all other liabilities and obligations of Parent and Sellers to the extent relating to the Business other than the Excluded Liabilities; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, the Designated Purchasers shall only assume that portion of such liability or obligation that is allocable to the Business on a pro rata basis. (b) Notwithstanding anything herein to the contrary or any other writing to the contrary, Purchaser shall cause the Designated Purchasers to assume only the Assumed Liabilities, and nether the Purchaser nor any other Designated Purchaser shall assume any other liability or obligation of Parent or any Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations ahll be retained by and remain obligations of Parent or Sellers (or any such predecessor owner) (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all liabilities and obligations which are attributable to any of the Excluded Assets, or associated with the realization of the benefits of any of the Excluded Assets; (ii) the Tax Liabilities, other than the Assumed Tax Liabilities in an amount equal to (and no amounts in excess of) the amount of any specific reserve therefor reflected or shown on the Closing Date Balance Sheet; (iii) the Existing Seller Indebtedness, other than Capital Lease Obligations reflected on the Closing Date Balance Sheet in an amount not in excess of $100,000 in the aggregate and other than as set forth in Schedule 5.14; (iv) all liabilities and obligations relating to compensation and any pension, deferred compensation, vacation, medical benefit, life insurance, severance of other employee health or safety matters (other than worker's compensation) and any other employee benefit plans, programs or arrangements associated with or relating to any Transferred Employee or any other employee or former employee employed in the Business and all liabilities and obligations relating to or arising from the employment or cessation of employment of any such employee (including, but not limited to, all liabilities and obligations under any severance plan or arrangement of Parent, Sellers, the Purchased Entities or their respective Affiliates), except to the extent such liabilities and obligations are expressly assumed pursuant to Article VII of this Agreement; (v) all liabilities and obligations arising from worker's compensation claims relating to pre-Closing events; (vi) all Specified Contingent Liabilities to the extent the aggregate amount of Specified Contingent Liabilities exceeds the Contingent Reserve Amount; (vii) all liabilities and obligations to the extent arising from the Excluded Joint Ventures; (viii) all liabilities and obligations covered, but only to the extent covered, by any insurance policy maintained by Parent, Sellers, the Purchased Entities or any of their respective Affiliates; and (ix) all other liabilities and obligations of Parent and Sellers to the extent not relating to the Business; provided, however, that with respect to any such other liability or obligation not relating exclusively to the Business, Parent and Sellers shall only retain that portion of such liability or obligation that is not allocable to the Business on a pro rata basis. (c) Notwithstanding anything to the contrary in this Section 2.03, to the extent a liability is included in the calculation of Closing Date Net Tangible Asset Value (as finally determined in accordance with Section 2.05), such liability shall (in an amount equal to (and no amount in excess of) the amount included in such calculation) be deemed to be an Assumed Liability, whether or not such liability is listed as an Excluded Liability under Section 2.03(b).

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

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