Purchase and Sale of Subject Assets Sample Clauses

Purchase and Sale of Subject Assets. Subject to the terms and conditions hereof, the Assignee hereby agrees to pay the Purchase Price to the Assignor on or prior to the date hereof, in consideration for the Subject Assets, which Purchase Price shall be paid by deposit of immediately available funds into the Collection Account. Effective immediately upon the Assignee’s payment of the Purchase Price in accordance with the foregoing sentence, the Assignor hereby sells, transfers, conveys and assigns to the Assignee all of its right, title and interest in and to the Subject Assets (the “Sale”). Such transfer by the Assignor is made without recourse, representation or warranty of any kind. The payment of the Purchase Price by the Assignee shall be with unencumbered funds of the Assignee and shall constitute Collections on the Subject Receivables for all purposes of the Receivables Purchase Agreement and each of the other Transaction Documents. Each of the Subject Receivables shall continue to be treated as Defaulted Receivables under the Receivables Purchase Agreement for purposes of calculating the Default Ratio and the Loss Reserve. Each of the Assignor and the Assignee hereby covenants and agrees that notwithstanding anything to the contrary set forth in the Sale Agreement, no Subject Receivable will hereafter be sold, assigned or transferred by the Assignee to the Assignor pursuant to the Sale Agreement.
Sample 1
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Purchase and Sale of Subject Assets. EFFECTIVE DATE AND TIME
Sample 1
Purchase and Sale of Subject Assets. Subject to the terms and conditions set forth herein, at the Closing (as hereinafter defined) (i) Seller shall sell, assign and transfer the Red River Interest (as hereinafter defined) to Oxbow, (ii) Seller shall sell, assign and transfer the Mississippi Lignite Interest (as hereinafter defined) to Red Hills, (iii) Seller shall sell, assign and transfer all of the other Subject Assets to NACoal, (iv) NACoal shall cause Oxbow to, and Oxbow shall, purchase and acquire the Red River Interest from Seller, (v) NACoal shall cause Red Hills to, and Red Hills shall, purchase and acquire the Mississippi Lignite Interest from Seller, and (vi) NACoal shall purchase and acquire all of the other Subject Assets from Seller.
Sample 1

Related to Purchase and Sale of Subject Assets

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

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