Purchase of Certain Assets. At the Closing, the applicable Watermark Entity shall sell and transfer to CWI 2, and CWI 2 shall purchase and accept from such Watermark Entity, those assets set forth on Schedule 1 to the Watermark Xxxx of Sale (the “Purchased Assets”) for an aggregate purchase price of $295,000.
Purchase of Certain Assets. With the written consent of Buyer, the Sellers shall be permitted to purchase certain assets of the Company as approved by Buyer for a price equal to the fair market value thereof as mutually agreed by the parties. Such purchases shall be consummated at or prior to Closing.
Purchase of Certain Assets. On the IPO Closing Date and following the Effective Time, the Stockholder will purchase from the Company for cash in immediately available funds the assets Schedule 6.08 lists at an aggregate purchase price for all those assets equal to the Applied Consideration, whereupon the Company will deliver and otherwise transfer title to those assets to the Stockholder.
Purchase of Certain Assets. The Company shall endeavor to negotiate the purchase of the device known as an "apex switch" from Network Services System L.P. ("Network"), currently a debtor in possession, having filed a petition under Chapter 11 of the United States Bankruptcy Code, and subject to reaching agreement with respect to the terms for the purchase for such assets, the Company shall make prompt application to the United States Bankruptcy Court, District of Delaware, for an order confirming the sale of the said "apex switch" to the Company. Upon confirmation of such order, GTS or its designee shall be solely responsible for the payment of the purchase price for the switch. In the event that the Company and Network shall for any reason be unable to agree upon the purchase price for the apex switch, or in the event that the sale of the apex switch to the Company shall for any reason not be approved by order of the Bankruptcy Court, GTS or its designee shall pay to the Company an amount equal to the purchase price for an apex switch, or similar device, which the Company shall acquire at the lowest market price available to the Company.
Purchase of Certain Assets. On the terms and subject to the conditions contained in this Agreement, at the Closing (as defined below) AMIT shall sell, assign, transfer and deliver to IFG, and IFG shall purchase, receive and accept from AMIT, all right, title and interest (free of all liens and encumbrances) in and to one or more whole loans, or senior participation interest therein (to the extent permitted by the applicable loan agreement), to be selected by IFG, to the extent necessary and in an amount sufficient to qualify AMIT as a Diversified Investment Company (collectively, the "PURCHASE ASSETS"); provided, however, that IFG shall have no obligation pursuant to this Agreement to purchase from AMIT any Purchase Assets if the aggregate amount of the Purchase Price (as defined below) of the assets which must be sold in order to qualify AMIT as a Diversified Investment Company (a) is greater than thirteen million dollars ($13,000,000) or (b) in connection with any other assets transferred or otherwise disposed of after the Signing Date and not reinvested in the ordinary course of AMIT's business, would violate, in the opinion of IFG and its counsel, the "continuity of business enterprise" requirement as defined in Treasury Regulation Section 1.368-1(d)(3).
Purchase of Certain Assets. If, following the Closing Date, any of the agreements between the Business and its customers listed on Schedule 6.13 is terminated prior to its expiration by such customer, promptly following such termination Parent shall cause the applicable Subsidiary to purchase from the applicable New Subsidiary, and Holdings shall cause the applicable New Subsidiary to sell to the applicable Subsidiary, such tangible assets of the Business which were used in connection with such agreement as Holdings may specify, at a purchase price for each such asset equal to the net book value of such asset on the applicable New Subsidiary's books; provided, however, that the Subsidiaries' obligations pursuant to this Section 6.13 shall be limited to the purchase of assets with an aggregate net book value of $5,000,000. If within six months following such termination, the Company or any of the New Subsidiaries shall renew or replace such contract, Holdings shall cause the New Subsidiary which entered into such replacement contract to refund to the payor the amount previously paid in respect of such contract pursuant to this Section 6.13.
Purchase of Certain Assets. Effective at midnight on the Effective Date, SELLER hereby sells, assigns, transfers and conveys to BUYER and BUYER hereby purchases from SELLER for the consideration herein provided, the following assets of SELLER (hereafter, the “Acquired Assets”):
(a) all the personal property, furniture, telephones, computers, servers, printers, office machines, furnishings, trade fixtures, and all other tangible personal property owned by SELLER that are located at the Business, used in or associated with the Business, or used in connection with the ownership or operation of the Business;
(b) all Intellectual Property, including all right, title and interest of SELLER in and to the name "Scorpex" and any variation thereof, and in and to any and all tradenames, trademarks and service marks used by SELLER in connection with the Business (hereinafter collectively referred to as the "Marks");
(c) SELLER's files, lists, and reports reasonably necessary for the operation of the Business by BUYER or required by state, provincial, or federal rules and regulations to be maintained by the Business;
(d) all contracts or agreements involving waste storage, disposal and recycling, including those classified as industrial, toxic, and hazardous.;
(e) all inventory of SELLER as set forth as specifically set forth in the inventory list including a 10 year lease from Tratamientos Ambientales Scorpion ("TAS") to operate at the Ensenada Mexico Site and use of all permits and titles from local, federal and state governments, with an option to extend every ten 10 years if operations have commenced. Royalty rate is 5% of net profits to TAS;
(f) all of SELLER's right, title and interest in and to the domain name and website xxx.xxxxxxx.xxx, present telephone listing(s), advertisements, and current telephone number(s) of the Business; and
(g) all of the goodwill associated with the Business and/or the Marks.
Purchase of Certain Assets. 1 Section 1.1 Purchase of Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 3 Section 1.5 Asset Purchase Consideration; Allocation 4
Purchase of Certain Assets. For a period of up to 10 days after Closing, Seller agrees to give Company the right to purchase certain assets, as set forth on Exhibit 11(b), on or before October 10, 2003; provided, however, it is understood that certain of those assets will be used for production purposes by Seller or its affiliates for approximately one (1) month after Closing to fulfill its obligations pursuant to Paragraph 11.(o).
Purchase of Certain Assets. On the Closing Date (as hereafter defined) ProMedCo and POA shall acquire from ADC certain of the Practice assets (the "Practice Assets") of ADC. The Practice Assets shall be more particularly described on Exhibit 1.
1. The Practice Assets shall include, but not be limited to ADC's certain accounts receivable, furnishings and equipment that are currently covered under the Hospital Agreements referenced in Section 1.5. The furnishings and equipment subject to the Hospital Agreements shall become the property of POA upon the reimbursement of ADC by POA for the cost of the furnishings and equipment as specified in the purchase option detailed in the Hospital Agreements. The reimbursement of ADC by POA, in the event that the Hospital Agreements complete their initial terms, shall be the reacquisition price incurred by ADC according to the Hospital Agreements for furnishings, equipment and replacements thereof purchased by the hospitals prior to January 17, 1996, plus any furnishings, equipment and replacements thereof that were purchased pursuant to the Hospital Agreements after January 17, 1996, that were approved by the Policy Council, as defined in that Interim Services Agreement between the parties dated January 19, 1996 (the "Interim Services Agreement"). In the event that the Hospital Agreements are terminated, with or without cause by ADC prior to the initial term of the Hospital Agreements, then the reimbursement of ADC by POA shall be limited to ten percent (10%) of the original acquisition price of such furnishings, equipment and replacements thereof that were purchased pursuant to such Hospital Agreements prior to January 17, 1996, plus the reacquisition price, according to the terms of such Hospital Agreements, of any furnishings, equipment and replacements thereof that were purchased pursuant to such Hospital Agreements after January 17, 1996, and that were approved by the Policy Council, as defined in the Interim Services Agreement. In either case above, the reimbursement of ADC by POA shall be reduced by the reacquisition price of any assets associated with any physicians who became members of ADC concurrent with the formation of ADC on January 17, 1996, and who sold their assets to either local hospital according to the Hospital Agroctnents, subsequent to January 17, 1996. ADC agrees that upon the termination of the Hospital Agreements, ADC will exercise its option to repurchase the equipment owned by the hospital under the Hospital Agreements.
