PURCHASE OF WORLDCRISA ASSETS Sample Clauses

PURCHASE OF WORLDCRISA ASSETS. At Closing, WorldCrisa will sell, transfer, assign, and deliver to LGA 2 the WorldCrisa Assets (as defined below), and LGA 2 will purchase, accept, assume, and take the WorldCrisa Assets, on the terms and subject to the conditions set forth in this Agreement. Subject to the provisions of SECTION 4.2, the term "WORLDCRISA ASSETS" means all tangible and intangible assets of WorldCrisa, including, without limitation, all cash and cash equivalents, trade accounts receivable, trade notes receivable, inventory (including, without limitation, inventory located at vendor and customer locations and, to the extent included in the WorldCrisa balance sheet dated December 31, 1996, all rights of WorldCrisa in any inventory involved with or related to the Barrx Xxxxx xxxigation) cartons, supplies, raw materials, equipment (including, without limitation, equipment located at vendor and customer locations), fixtures, furnishings, leasehold rights, leasehold improvements, vehicles, prepaid assets, prepaid insurance, contract rights (to the extent such rights are transferable), licenses and permits (to the extent such licenses and permits are transferable), customer, prospect, and marketing lists, sales data, records, computer software and software licenses, proprietary information, intellectual property, patents, trade secrets, trademarks, trade names, copyrights, and goodwill associated with such intellectual property, owned by WorldCrisa or acquired by WorldCrisa after the date hereof and prior to the Closing, except those sold or otherwise disposed of in the Ordinary Course of Business after the date hereof, and specifically including, without limitation,
AutoNDA by SimpleDocs

Related to PURCHASE OF WORLDCRISA ASSETS

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

  • Disposition Services The Manager shall:

  • Conditions for Closing 5.1. Conditions for the Company to Satisfy. The several obligations of each Purchaser to purchase its respective Note and Warrant as contemplated by this Agreement is subject to satisfaction of the following contingencies at or prior to Closing:

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Purchase and Sale of Services During each Contract Year, SABINE shall make available to Customer, and Customer shall purchase and pay for in an amount equal to the Fee, the Services as described in Section 3.1(b).

  • Change in Business or Credit and Collection Policy The Seller will not make any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Receivables Pool or the ability of the Seller to perform its obligations under this Agreement.

  • Data Processing System, Program and Information (a) The Investment Company shall not, solely by virtue of this Agreement, obtain any rights, title and interest in and to the computer systems and programs, including all related documentation, employed by FTIS in connection with rendering services hereunder; provided however, that the records prepared, maintained and preserved by FTIS pursuant to this Agreement shall be the property of the Investment Company.

  • TECHNICAL SUPPORT SERVICES 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

Time is Money Join Law Insider Premium to draft better contracts faster.