Purchased Business Sample Clauses

Purchased Business. In the event that Xxxxxxx Optionholder exercises the ------------------ Option, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Xxxxxx Japan shall sell, transfer, assign, convey and deliver to Xxxxxxx Optionholder, and Xxxxxxx Optionholder shall purchase from Xxxxxx Japan, on a going concern basis, all of Xxxxxx Japan's right, title and interest in and under the Japanese Xxxxxxx Business and all of the assets and properties of Xxxxxx Japan of every kind and description, wherever located, real, personal or mixed, tangible or intangible, relating exclusively to the Japanese Xxxxxxx Business as the same shall exist on the Closing Date (herein collectively called the "Purchased Business"), including, without limitation, all right, title and ------------------ interest of Xxxxxx Japan in, to and under: (i) all notes, accounts and other receivables generated by the Japanese Xxxxxxx Business; (ii) all prepayments relating exclusively to the Japanese Xxxxxxx Business; (iii) all raw materials, supplies, work-in-process, spare parts and other materials relating exclusively to the Japanese Xxxxxxx Business, other than items of inventory relating to products to be supplied by Xxxxxx Japan to Xxxxxxx Optionholder after the Closing under Operating Agreements entered into pursuant to Section 7.3; ----------- (iv) all Governmental Permits that relate exclusively to the Japanese Xxxxxxx Business including those listed or described in Schedule 4.1(iv); ---------------- (v) the real estate leases and leasehold improvements that relate exclusively to the Japanese Xxxxxxx Business including those listed or described in Schedule 4.1(v) (the "Real Estate Leases"); --------------- ------------------ (vi) all machinery, equipment, vehicles, furniture and other personal property that relate exclusively to the Japanese Xxxxxxx Business including those listed or described in Schedule 4.1(vi); ---------------- (vii) all Contracts that relate exclusively to the Japanese Xxxxxxx Business, including the Japan Distribution Agreement and the Contracts listed or described in Schedule 4.1(vii); ----------------- (viii) all trade secrets and other proprietary or confidential information used exclusively in connection with the Japanese Xxxxxxx Business; (ix) all product registrations and import licenses that relate exclusively to the Japanese Xxxxxxx Business including those listed or described in Schedule 4.1(ix); ---------------- (x) all (x) Software that...
Sample 1
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Purchased Business. 1.1 At the First Closing, the Company shall in accordance with the terms of this Agreement sell, assign and transfer to the Purchaser: (a) all Company’s rights, interests and corresponding obligations in connection with the agreements, assets, rights (whether tangible or not tangible), set forth in Chapter A of Exhibit 1 attached hereto. The agreements assigned to Purchaser hereunder listed in such chapter A are hereby referred to as the “Contracts”; and (b) any and all rights, title and interest in the Developments (as defined herein) and the Company Intellectual Property (as such term is defined in clause 15.1 and clause 6 below). Upon signing of this agreement, the Company hereby assigns to the Purchaser with full title guarantee all legal and beneficial right, title and interest existing now or in the future in or relating to the Company Intellectual Property including all patents, patent rights, copyrights, trade secret rights, trademark rights and all other Intellectual Property and all rights arising in connection with the Developments throughout the world absolutely to the fullest extent permitted by law. Portions of the Purchased Business are owned by, or under the control of, the Company’s wholly owned subsidiary, Codestream, Inc. Accordingly, the Company hereby undetakes to effect the transfer, assignment and novation of such portions of the Purchased Business, as the case may be, to the Purchaser, and shall be liable for such portions of the Purchased Business as set forth herein regardless of such portions being owned by Codestream Inc. and shall perform or procure that Codestream perfoms, all it’s obligations under this Agreement that related or arise out of any parts of the Purchased Busines which are ownd by or under the control of Codesstream Inc. Purcahaser shall owe no obligations under this agreement to Codestream Inc. and the performance of its obligations to the Company, including without limitation, any payment required under this agreement towards the Company, shall constitute a complete discharge of its obligations hereunder. (the purchased assets described above in this clause under subsections (a) and (b) collectively are referred to in this Agreement as the “Purchased Business”).
Sample 1
Purchased Business. The Buyer shall (and shall procure to the extent it is able that its Affiliates and the Company shall) from the Closing Date to 1 January 2018 (or, in respect of Section 2.4(a)(viii), until the last report up to 1 January 2018 has been delivered): (i) at all times act in good faith towards the Sellers in relation to the Contingent Payments; (ii) maintain separate accounting records for the business operated by the Company from time to time (the “Purchased Business”) that are sufficient for use in determining Gross Profit, whether the Buyer operates the Purchased Business as a division, subsidiary or Affiliate of the Buyer or consolidates the Purchased Business with the other operations of the Buyer or its Affiliates (subject always to compliance with this Section 2.4(a)) and provide the Sellers’ Representative (and the nominated advisers of the Sellers' Representative) with reasonable access to such accounting records from Closing until the final determination of the last Contingent Payment hereunder, for the sole purposes of confirming the Gross Profit calculations under this Section 2.4; (iii) carry on the Purchased Business in the Ordinary Course of Business and make no material change to the conduct of the Purchased Business the intention of which is to have a detrimental effect on the Gross Profit; (iv) not knowingly undertake any action that is intentionally designed to reduce the amount of the Company’s Gross Profit or that is otherwise intended to reduce the amount of any Contingent Payment hereunder; (v) use reasonable endeavours to promote the business and profitability of the Purchased Business in the Ordinary Course of Business; (vi) ensure that except on the advice of a qualified insolvency practitioner there is no request by the Buyer or the Company or its directors for the appointment of a receiver or administrator over the whole or any part of the assets or undertaking of the Company (or any subsequent owner of the Purchased Business); (vii) ensure that except on the advice of a qualified insolvency practitioner there is no petition for the liquidation of the Company or resolution passed to wind up the Company (or any subsequent owner of the Purchased Business) voluntarily; and (viii) provide the Sellers’ Representative, within 40 days of the end of each quarter, with a statement detailing the financial performance of the Purchased Business in such quarter and detailing the calculation of the Estimated GP.
Sample 1
Purchased Business. The term “Purchased Business” means the Canadian distribution business carried on by Seller consisting of the RLCS Business and the Commercial Applied Equipment Business. For clarity, the “Purchased Business” does not include the Excluded Business.
Sample 1
Purchased Business. For the purposes of this Agreement, the phrase “in connection with” the Purchased Business, where used with reference to any matter or thing, means the matter or thing pertains in whole or in part to the Purchased Business; and the phrases “in relation to” and “relating to” the Purchased Business where used with reference to any matter or thing, means a matter or thing affects, pertains to or touches upon, in any manner or way, the Purchased Business.
Sample 1
Purchased Business. The Selling Parties have no Knowledge of any fact (other than matters of a general economic or political nature) that has a Material Adverse Effect, or so far as may be reasonably foreseen, will adversely effect in any Material respect, the Purchased Business, the Purchased Assets, the Real Property or the value of any thereof. Provided, however, the warranty and representation of the Selling Parties in this Section 3.21 shall not extend to a Material Adverse Effect caused by or arising in connection with any Hazardous Substance or any Environmental, Health or Safety Law or any Environmental Claims, it being the parties' intention that warranties and representations from the Selling Parties regarding environmental matters shall be addressed and governed exclusively in Section 3.6.
Sample 1
Purchased Business. Except for the Excluded Contracts, the Purchased Assets constitute all of the assets and properties necessary for the continued operation of the Purchased Business in the manner in which the Purchased Business is operated by Seller on the date hereof.
Sample 1
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Related to Purchased Business

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Acquired Assets On the Closing Date, in accordance with this Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will purchase, acquire and accept, all of Seller's and its Subsidiaries' respective right, title and interest in and to the following properties, assets and other rights, personal or mixed, tangible or intangible (collectively, the "Acquired Assets"): (a) The Equipment of Seller and its Subsidiaries listed on Schedule 2.1(a), together with any Equipment transferred to Buyer pursuant to Section 2.4 (c) (the "Acquired Equipment"); (b) The inventory of Seller and its Subsidiaries listed on Schedule 2.1(b) (the "Acquired Inventory"); (c) The Contracts of Seller and its Subsidiaries (including any future claims arising from or related to such contracts) listed on Schedule 2.1(c) hereto and the Backlog related to such Contracts (the "Assumed Contracts"); (d) Copies or originals of all books, records, data (in any media), papers and instruments of whatever nature and wherever located to the extent related to the Acquired Assets; (e) All licenses, sublicenses and other contract rights held by Seller and its Subsidiaries in connection with the Business listed on Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses and rights to use or operate under Insituform or NuPipe patents or trademarks, and intangible or intellectual property rights, including know-how, relating thereto or to the Business (the "Acquired Intellectual Property"); (f) All Permits required solely in connection with the Business in effect as of the Closing Date, to the extent such Permits are transferable (the "Acquired Permits"); and (g) All rights to the name "Insituform", "Insituform East", "MidSouth" and "insitu" and all derivatives thereof.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Assets (a) As of the Effective Time 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 rights, title and interest of Seller in the following assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “Transferred Assets”): (1) all leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Equipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of Seller’s or its affiliates’ corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, software, trademarks or trade names, trade names and logos of third parties with whom Seller has contracted to provide services to its customers and any other assets of Seller or related to the Failed Bank not set forth in Section 1.1(a) (collectively, the “Excluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business conducted by Seller at the Transferred Banking Center. (c) THE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY SELLER’S XXXX OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • Purchased Assets On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser (or a Subsidiary or Subsidiaries of Purchaser identified to Seller in writing at least three (3) business days before the Closing), and Purchaser shall (or shall cause its applicable Subsidiaries to) purchase and acquire from Seller and its Subsidiaries all of Seller’s and/or its Subsidiaries’ right, title and interest as of the Closing in the following (collectively, the “Purchased Assets”), free and clear of all Liens, other than Permitted Liens: (a) (i) each Business License Contract and (ii) each Contract with customers (including support and services Contracts), partners, distributors or resellers of the Business (other than, for the avoidance of doubt, (x) Contracts solely between Seller and its Subsidiaries or solely between Subsidiaries of Seller and (y) leases of real property) (collectively, (i) and (ii), together with the Contracts designated as Purchased Assets pursuant to Section 2.4(l), such Contracts or portions (to the extent related to the Business) of Contracts, the “Business Contracts”); provided that and for the avoidance of doubt, Business Contracts shall not include any Contract in respect of hosting services provided to the Business; (b) the Transferred Leases; (c) the Transferred Intellectual Property Rights, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Intellectual Property Rights, and the goodwill of the Business appurtenant to such Transferred Intellectual Property Rights; (d) the Transferred Technology, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology and the goodwill of the Business appurtenant to such Transferred Technology; provided that Seller shall be permitted to keep copies of any Transferred Technology to the extent it constitutes Shared Transferred Technology subject to the terms and conditions of the Intellectual Property License Agreement; (e) any and all Permits primarily related to the Business (collectively, the “Transferred Permits”); (f) any and all claims, causes of action, defenses and rights of offset or counterclaims (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the Business, the Purchased Assets or the Assumed Liabilities and the right to retain all proceeds and monies therefrom, other than any Retained Claims; (g) any and all rights under Contracts between Seller or one of its Subsidiaries and any Transferred Business Employee to the extent they restrict the Transferred Business Employee from competing with, or soliciting employees, customers, clients, vendors, and other Persons engaged in a business relationship with, the Business; (h) true and complete copies of the Business Books and Records; provided that Seller shall be permitted to keep copies of such Business Books and Records to the extent relating to the Retained Business or the Retained Liabilities, or otherwise to the extent reasonably necessary, and only for so long as required, for Seller’s financial reporting purposes; (i) any and all raw materials, works-in-process, finished goods, supplies and other inventories, including two-factor authentication tokens, to the extent related to, used in or held for use in the Business; (j) all rights under letters of credit, performance bonds, negotiable instruments and other credit support instruments to the extent third parties provide credit support for any Business Contract or any other Purchased Assets pursuant to the foregoing (collectively, the “Transferred Financial Instruments”); (k) any and all prepaid assets and deposits to the extent made or paid in respect of any Purchased Assets described in Section 2.4(i) or any tangible assets (including Tangible Personal Property and Information Technology) that become Purchased Assets pursuant to Section 2.4(l) (the “Transferred Prepaid Assets”); (l) all other assets, Contracts or rights of any kind (including Tangible Personal Property and Information Technology, but excluding owned or leased real property, permits, Intellectual Property Rights (other than any Contracts) and Minority Investments), wherever located, whether personal, or mixed, tangible or intangible, that are owned by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries is a party or has a license or other right with respect thereto, and in each case, that are primarily related to or primarily used or held for use in the Business and are not listed on Section 2.5(o) of the Seller Disclosure Letter, and that have been designated as a “Purchased Asset” by Purchaser in writing in its sole discretion prior to the Asset Selection Cut-Off Time; and (m) any and all assets set forth on Section 2.4(m) of the Seller Disclosure Letter.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Trust Business It and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including but not limited to, accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable laws and regulations. Neither it nor its Subsidiaries, nor has any of their respective directors, officers or employees, committed any breach of trust with respect to any such fiduciary account and the records for each such fiduciary account.

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

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