PURCHASE OF BUSINESS ASSETS Sample Clauses

PURCHASE OF BUSINESS ASSETS. Buyer hereby offers to purchase and Seller hereby agrees to sell the Seller's business assets at the total Purchase Price.
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PURCHASE OF BUSINESS ASSETS. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens other than Permitted Liens, all right, title and interest in and to all of the assets, properties and rights of Seller, but excluding the Excluded Assets (as defined in Section 2.02), wherever located, and whether or not reflected on the books of Seller (collectively, the “Business Assets”), including but not limited to:
Sample 1
PURCHASE OF BUSINESS ASSETS. It is the intent of the parties hereto that VTI acquire all right, title and interest in and to the Business Assets by entering into separate Asset Purchase Agreements with the appropriate conveying partnerships. Those Business Assets for a particular, segregated portion of the Business will hereinafter be annotated with a specific locale to differentiate the Business Assets affected. For example, the Business Assets associated with the Las Vegas, Nevada operation shall be referred to as the "Business Assets/Nevada", while those associated with the Jacksonville, Florida operation shall be referred to as "Business Assets/North Florida," etc.
Sample 1
PURCHASE OF BUSINESS ASSETS. At the Closing provided for in ARTICLE III (the “Closing”), upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the respective parties in this Agreement, each Selling Company shall sell, convey, assign and otherwise transfer to the Business Purchaser, and the Business Purchaser shall purchase from each Selling Company, free and clear of all Liens (other than Permitted Liens), in exchange for payment of the allocated share of the Purchase Price in accordance with Section 2.4 and the assumption of the Assumed Liabilities in accordance with Section 2.3, each Selling Company’s right, title and interest in and to all property and assets of the Selling Companies of every kind or nature, whether real or personal, tangible or intangible, that are not Excluded Assets or Owned Real Property (collectively, the “Business Assets”) including the following:
Sample 1
PURCHASE OF BUSINESS ASSETS. (a) Subject to the terms and conditions of this Agreement and except as provided in Section 2.02, at the Closing and effective as of the Effective Time, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, free and clear of all Liens, other than Permitted Liens, all of Seller’s right, title and interest in and to all tangible and intangible assets, properties, rights and interests primarily or solely related to the Business and owned, used, occupied or held by or for the benefit of Seller (other than the Excluded Assets), in each case, wherever situated, as the same shall exist at the Closing and whether or not reflected on the applicable records of Seller (the “Business Assets”).
Sample 1
PURCHASE OF BUSINESS ASSETS. Upon execution of this Agreement by the parties, CGI will pay UCAR [TEXT DELETED] dollars ($[TEXT DELETED]) for its purchase of UCAR's IS/IT business assets, including the transfer of employees, assignment of material contracts and transfer of the Purchased Assets as described in Section 4.7. The purchase price will be sent by wire transfer to the following account:
Sample 1
PURCHASE OF BUSINESS ASSETS. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell, transfer, convey, assign and deliver to Buyer, or to such Affiliate or Affiliates of Buyer as Buyer may designate in writing to Seller prior to the Closing Date (each, a “Buyer Affiliate”), and Buyer (or Buyer Affiliate) will purchase and acquire from Seller, free and clear of all Liens, other than Permitted Liens, all right, title and interest in and to all tangible and intangible assets primarily or solely related to the Business, whether or not reflected on the applicable records of Seller, excepting only the Excluded Assets (as defined in Section 2.02), (the “Business Assets”), including all right, title and interest in and to the following:
Sample 1
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Related to PURCHASE OF BUSINESS ASSETS

  • 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”):

  • Purchase of Receivables (a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

  • 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).

  • 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):

  • Repurchase of Receivables In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • 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.

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