Purchased Assets Physical Transfer Sample Clauses

Purchased Assets Physical Transfer. As soon as reasonably practicable and within ten (10) days after the Closing Date, OGHC shall deliver to Vital Products certain physical Inventory, Equipment, and Other Materials described in Section 2.1, the Books and Records, and binders and files relating to the Childcare Division that were made available to Vital Products by OGHC or its Affiliates for review during its due diligence review prior to the Closing Date (the "Purchased Assets Physical Transfer"). The Purchased Assets Physical Transfer shall be effected by OGHC's delivery of the foregoing Purchased Assets at OGHC's reasonable cost and expense pursuant to written instructions as to the requested timing and delivery location (but not as to format) specified by Vital Products to OGHC and reasonably acceptable to OGHC; provided that such obligations shall be subject to Vital Products providing reasonable cooperation to facilitate receipt of such deliveries. Notwithstanding that title to the Purchased Assets transfers to Vital Products at the Time of Closing, risk of loss with respect to the Purchased Assets transfers to Vital Products only at the time of delivery (the "Time of Delivery") to Vital Products of the Purchased Assets at the delivery location specified by Vital Products in its written instructions to OGHC, and any failure by OGHC to deliver the Purchased Assets to Vital Products in accordance with such written instructions, to the extent such failure results in Losses (as defined in Section 6.1) to Vital Products, shall be indemnifiable by OGHC to the extent set forth in Section 6. Export duties and customs clearance with respect to the transfer of the Purchased Assets shall be the joint responsibility of OGHC and Vital Products. After the Closing, Vital Products shall be responsible for all costs related to the recordation and perfection of the sale and assignment of the Purchased Assets and Vital Products shall bear all costs and fees imposed by applicable laws and regulations and Governmental Bodies related thereto and all postage costs related thereto.
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Related to Purchased Assets Physical Transfer

  • 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):

  • 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”):

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

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

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