Purchase of Purchased Assets Sample Clauses
Purchase of Purchased Assets. Subject to the terms and conditions hereof, the Administrator (on behalf of the Purchasers) hereby purchases and accepts from the Seller the Seller’s interest in the Pool Receivables and all other Related Security sold, assigned and transferred pursuant to Section 1.3(a) (collectively, the “Purchased Assets”).
Purchase of Purchased Assets. On the terms and subject to the conditions hereof, the Purchaser hereby purchases and accepts from each Seller all such Seller’s Purchased Assets.
Purchase of Purchased Assets. Subject to the terms and conditions hereof, the Administrative Agent (on behalf of the Purchasers) hereby purchases and accepts from the Seller all Pool Assets sold, assigned and transferred pursuant to Section 1.3(a) (collectively, the “Purchased Assets”).
Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date (a) the Purchaser shall purchase the Purchased Assets and assume the Assumed Liabilities from the Sellers, and (b) the Purchase Price shall be paid as set forth in Section 2.04.
Purchase of Purchased Assets. Upon the terms and subject to the conditions herein set forth, and in reliance upon the representations and warranties contained herein, upon the Closing, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of any and all Liens, all of Seller’s rights, title and interests in and to any and all assets, properties and rights of every kind, nature and description, tangible and intangible, real, personal or mixed, accrued and contingent, of Seller, wheresoever located and whether or not carried or reflected on the books and records of Seller (other than the Excluded Assets) (collectively, the “Purchased Assets”), including, without limitation, all of Seller’s rights, title and interests in and to the following:
(a) the Amended License;
(b) the Business and any and all regulatory documents and clinical trial data related to the Business;
(c) the Master Vaccine Bank and derivatives thereof, work product based thereon, and Improvements thereon;
(d) to the extent assignable, all Permits;
(e) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating to any of the Purchased Assets or the Assumed Liabilities;
(f) all goodwill associated with the Purchased Assets;
(g) all proceeds of the foregoing.
Purchase of Purchased Assets. 1.01 Subject to the terms and conditions hereof, the Vendor hereby transfers, sells, assigns, grants and conveys to the Purchaser and the Purchaser purchases from the Vendor, the property and assets located at the Premises, as of the closing date of the Stock Purchase Agreements between the Purchaser Principal and Xxxxxxxx Xxxxx and Xxx Xxxxxx, in trust. (which c losing date shall be the “Closing Date” of this Agreement) , as follows:
(a) the machinery, equipment, tools, supplies, furniture, furnishings (whether or not fixtures) and accessories at the Premises;
(b) all inventories;
(c) all supplies for use in connection with the Business;
(d) all accounts receivables as at the date of closing of the within agreement
(e) the benefits of all prepaid expenses associated with the operation of the Business;
(f) all of the Vendor’s right, title and interest in and to the lease (the “Lease”) of the Premises;
(g) all of the Vendor’s right, title and interest in and to the leasehold improvements at the Premises;
(h) the equipment leases, conditional sales contracts, title retention agreements and other agreements between the Vendor and third parties relating to equipment used by the Vendor in connection with the Business (the “Equipment Leases”);
(i) the goodwill of the Business and the right of the Vendor in the telephone and fax number or numbers, Internet web sites/addresses listed in the name of the Vendor and/or any trade name used by the Vendor in the Business; and
(j) all books, documents, records, files and other data and any other property and assets owned by the Vendor or to which they are entitled in connection with the Business.
Purchase of Purchased Assets. On the Closing Date, pursuant to the terms and subject to the conditions of this Agreement, Seller shall sell, assign and transfer to Purchaser all of its right, title and interest in and to the Purchased Assets. Title to and ownership of the Purchased Assets shall transfer to and vest with Purchaser solely upon Seller’s receipt of the Purchase Price in its full amount in accordance with Sections 2.3 and 2.4.
Purchase of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and acquire from Seller, all of Seller’s right, title and interest in and to the following assets, properties and rights of Seller as the same exist as of the close of business on the Closing Date, free and clear of all Liens:
(a) the Transferring Client Accounts and Records;
(b) all leasehold interests in, and licenses to, all real properties used, held or occupied in connection with the Business, and any and all leasehold improvements thereon at those locations described in Schedule 2.2(b) (the “Leased Premises”).
(c) all tangible assets and properties, including machinery and equipment, spare parts and supplies, accessories, furniture, fixtures, office equipment and supplies used exclusively or primarily in the conduct of the Business at the Leased Premises (collectively the “Equipment”), and all related claims, credits, and rights of recovery and set-off with respect thereto; and
(d) all goodwill related to the foregoing assets (collectively, with the Transferring Client Accounts and Records, the Leased Premises and the Equipment, the “Purchased Assets”).
Purchase of Purchased Assets. 7 2.3 Assets Excluded from Transactions.................................................. 8 2.4
Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser or its designated Affiliate shall
(a) purchase the Purchased Assets and assume the Assumed Liabilities from the Sellers, and
(b) satisfy its obligation to pay the Purchase Price as set forth in Section 2.04.