Sale and Transfer. It is recognized that the City may transfer city services to other political subdivisions (public employer) or private contractors. When such transfer of city services impacts bargaining unit employees who could be moved to a new employer or face job elimination (public/private), the City will notify the Union at least thirty (30) days prior to the effective date of transfer whenever sufficient time permits or earlier, whenever possible. The City and Union will meet to discuss the mutual interests of employee job security, terms and conditions of employment, continued union recognition, and other issues of mutual concern. It is understood that this contract will transfer and extend to the successor political subdivisions (public employer) or private contractors.
Sale and Transfer. 3.1 The Developer/Seller has agreed to Sell and Transfer and the Purchaser has agreed to purchase and acquire on ownership basis ALL THAT the Flat/Unit No. on the floor of the Building being Block containing by estimation an area of sq. ft. (super built-up) (more or less) (hereinafter referred to as the said FLAT) TOGETHER WITH car parking space/s (hereinafter referred to as the CAR AND TWO XXXXXXX PARKING SPACE/S) TOGETHER WITH the undivided proportionate share in all common parts portions areas facilities and amenities AND TOGETHER WITH the undivided indivisible proportionate share underneath the building where the said Flat is situated appurtenant thereto (more fully and particularly mentioned and described in the SECOND SCHEDULE hereunder written and hereinafter for the sake of brevity referred to as the said FLAT AND THE PROPERTIES APPURTENANT) forming part of the Owners/Developer/Seller‟s Allocation for the consideration and subject to the terms and conditions hereinafter appearing.
3.2 The right of the Purchaser shall remain restricted to the said Apartment/Flat/Unit, open spaces, if specifically allocated, open and/or covered car and/or two xxxxxxx park area if allocated and the properties appurtenant thereto and the Purchaser shall have no right nor shall claim any right over and in respect of any other Apartments/Flats/Units and/or open or covered spaces of building situated at the said Complex.
Sale and Transfer. FDFS hereby sells, transfers, conveys, assigns and delivers to GCA, and GCA hereby redeems and purchases from FDFS, all right, title and interest of FDFS in, to or under the Transferred Interests.
Sale and Transfer. Upon the terms and subject to the conditions hereinafter set forth, Seller shall, at the Closing, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to all of the issued and outstanding shares of common stock of the Company (the “Purchased Shares”), in exchange for the Purchase Price.
Sale and Transfer. The Company may at any time and from time to time in its sole discretion, sell or transfer all or any part of its right, title and interest in the Vencor Common Shares to any wholly-owned subsidiary of the Company or any partnership all of the general partners and limited partners of which are wholly-owned subsidiaries of the Company (any of the foregoing are hereinafter referred to as a "Permitted Transferee"); PROVIDED that (i) such Vencor Common Shares so sold or transferred shall remain subject to the terms and conditions of this Agreement and the Indenture; (2) any such Permitted Transferee must expressly agree in writing to become bound by the terms and conditions of this Agreement as such Agreement may be amended from time to time as though such Permitted Transferee were a party hereto; (3) the Company shall notify the Escrow Agent in writing at the time of any such sale or transfer as to the number of Vencor Common Shares so transferred to such Permitted Transferee; and (4) such sale or transfer shall be in compliance with federal and all applicable state and foreign securities laws. Notwithstanding any such sale or transfer, except as otherwise provided herein, the Company shall remain liable to perform all of its duties and obligations hereunder.
Sale and Transfer. Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the Subject Assets and the Business.
Sale and Transfer. Seller hereby sells, assigns, transfers, conveys, sets over and delivers to Buyer certain of the tangible and intangible assets of Seller, and all rights and interests which are owned by Seller located at Seller's place of business, and certain of the tangible and intangible assets and all rights and interests used or intended to be used in the operation of Seller's business as of the date of the Agreement (collectively, "Assets"), and all existing warranties with respect to the Assets. The Assets shall include, but shall not be limited to, all property and assets described in the following categories:
(a) All cash, accounts receivable, tangible personal property, equipment and inventory of every description and kind used or useful or intended to be used in the operation of the Seller's business as listed on Exhibit "A" attached hereto and incorporated herein by reference, which specifies the quantity and location of each item ("Tangible Personal Property").
(b) All of Seller's right, title and interest under all contracts, agreements, and leases to which the Seller is a party and which relate to the operation of Seller's business.
(c) All assignable license, permits, certificates, authorizations, warranties and franchises necessary to operate and conduct the Seller's business, including, but not limited to, any authorizations required by law, and all written waivers of any requirements pertaining to such licenses, permits, certificates, authorizations and franchises.
(d) All trade names, trademarks, service marks, copyrighted or copyrightable materials, manuals, forms, policies and procedures owned by Seller and used, useful or intended to be used in the operation of the Seller's business as of the date of the Agreement, including, without limitation, the names "_________________". All Tangible Personal Property, including but not limited to all machinery, equipment, furniture, fixtures and tools included in the Assets as set forth in Exhibit "A" attached hereto and incorporated herein by reference are in good operating condition, reasonable wear and tear in ordinary usage excepted. Such Tangible Personal Property includes all material properties necessary to conduct in all material respects the operations of Seller's operations as now conducted. The Assets are subject to no encumbrances, easements, charges, adverse claims, xxxxxx, mortgages, security interests, or liabilities whatsoever, except those as set forth in Exhibit "B" attached hereto and incorp...
Sale and Transfer. Landowner shall notify Holder in writing of any sale, transfer or other disposition of the Property or any interest therein, whether by operation of law or otherwise, at least 30 days prior to such disposition. Such notice shall include a copy of the proposed transfer document, date of the proposed transfer, and the name(s) and address(es) for notices to the transferee(s).
Sale and Transfer. This Agreement creates a valid sale, transfer and assignment to the Purchaser of, and the Purchaser is the legal and beneficial owner of, all right, title and interest of the Seller in and to the Receivables now existing and hereafter created during the term of this Agreement and in the proceeds thereof.
Sale and Transfer. Seller desires to sell and transfer the Citadel Mall to Purchaser and Purchaser desires to purchase and acquire the same from Seller.
