Sale and Transfer of Assets Purchase Price Sample Clauses

Sale and Transfer of Assets Purchase Price. Subject to the terms and conditions of this Agreement,
Sample 1
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Sale and Transfer of Assets Purchase Price. Closing 1 Section 1.1 Transferred Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Liabilities 3 Section 1.4 Purchase Price Allocation 3 Article 2 Closing 3 Section 2.1 The Closing 3 Section 2.2 Seller Deliveries 4 Section 2.3 Purchaser Deliveries 4 Article 3 Representations and Warranties of Seller 5 Section 3.1 Organization and Qualification 5 Section 3.2 Power and Authority; Enforceability 5 Section 3.3 No Conflict 5 Section 3.4 Financial Statements 6 Section 3.5 Title to Transferred Assets 6 Section 3.6 No Undisclosed Liabilities 6 Section 3.7 Taxes 6 Section 3.8 Compliance With Applicable Laws; Government Authorizations 8 Section 3.9 Applicable Health Laws 8 Section 3.10 Proceedings 10 Section 3.11 MIT Agreement 10 Section 3.12 Employees and Consultants 10 Section 3.13 Intellectual Property 10 Section 3.14 Seller’s Brokers or Finders 14 Section 3.15 No Other Representations and Warranties 14 Article 4 Representations and Warranties of Purchaser 14 Section 4.1 Organization 14 Section 4.2 Power and Authority; Enforceability 15 Section 4.3 No Conflict 15 Section 4.4 Certain Proceedings 15 Section 4.5 Purchaser’s Brokers or Finders 15 Section 4.6 Sufficiency of Funds 15 Section 4.7 No Other Representations and Warranties 15 Section 4.8 Disclaimer 16 Article 5 Covenants 16 Section 5.1 Access and Investigation 16 Section 5.2 Preservation of the Transferred Assets 16 Section 5.3 Winding Up 18 Section 5.4 Notice to Purchaser 18 Section 5.5 Transfer Taxes 19 Section 5.6 Transfer of Books, Records and Transferred Personal Property 19 Section 5.7 Intellectual Property Prosecution and Licensing 19 Section 5.8 Non-Competition, Non-Solicitation, and Non-Disparagement 20 Section 5.9 Further Assurances 20 Section 5.10 Acquisition Proposals 20 Section 5.11 Proxy Statement; Special Meeting 25
Sample 1
Sale and Transfer of Assets Purchase Price 
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Related to Sale and Transfer of Assets Purchase Price

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • 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.

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

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