Purchase of Assets and Purchase Price Sample Clauses

Purchase of Assets and Purchase Price. Subject to the terms and conditions set forth herein, Seller and Principal Members agree that, at the Closing, as hereinafter defined, Seller shall sell, transfer, assign, convey and deliver to Acquisition Sub, free and clear of any and all Encumbrances, and Buyer agrees that on the Closing date, Buyer shall purchase, acquire and accept from Seller, free and clear of any and all Encumbrances, all of Seller's right, title and interest in and to the assets owned, used or held by Seller in the conduct of the Business (the "Purchased Assets") including, without limitation:
Sample 1
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Purchase of Assets and Purchase Price. A. The Purchaser shall purchase from the Seller those Assets set forth on the attached Schedule A. All assets to be in good working condition. The Purchaser will also assume those liabilities set forth on the attached Schedule B.
Sample 1
Purchase of Assets and Purchase Price. A. The Purchaser shall purchase from the Seller those Assets set forth on the attached Schedule A. All assets to be in good working condition. Seller will arrange for the assignment of its leasehold obligation at the Business location and as a condition precedent to Closing, Seller shall obtain the written consent of the Landlord. The Purchaser will also assume those liabilities set forth on the attached Schedule B.
Sample 1
Purchase of Assets and Purchase Price 
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Related to Purchase of Assets and Purchase Price

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • Purchase of Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

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