Sale and Transfer of the Transferred Business Sample Clauses

Sale and Transfer of the Transferred Business. Subject to the terms and conditions of this BTA USA and the fulfillment of the conditions precedent pursuant to Article 3.1, on the Closing Date, (i) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Transferred Business, free and clear of any Liens; and (ii) Purchaser shall assume all Assumed Liabilities, for an aggregate consideration equal to the value of the inventories of the Volt Business and fixed assets primarily related to the Volt Business as of the Closing Date calculated in accordance with the Accounting Principle (the “Purchase Price”).
Sample 1
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Sale and Transfer of the Transferred Business. Subject to the terms and conditions of this BTA Hong Kong and the fulfillment of the conditions precedent pursuant to Article 3.1, on the Closing Date, (i) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Transferred Business, free and clear of any Liens; and (ii) Seller shall transfer or novate to Purchaser, and Purchaser shall assume, all Assumed Liabilities, for an aggregate consideration equal to the value of the inventories of the Volt Business and fixed assets primarily related to the Volt Business (excluding any real or immovable property) minus the long service payment and unused accrued paid leave for the Transferred Employees actually transferred to Purchaser as of the Closing Date calculated in accordance with the Accounting Principles (the “Purchase Price”). The Purchase Price is a net amount which does not include any tax, levy, duty or impost or any other charges, deductions or withholdings in the nature of tax, including value added tax and any and all penalties, fines, fees, charges and interest relating to or to any failure to file any return required for the purposes of such tax, levy, duty, impost, charge, deduction or withholding (collectively, “Tax”). If any of the transactions contemplated under this BTA Hong Kong are subject to any Tax, such Tax shall be borne solely by Purchaser, and Purchaser shall reimburse Seller any and all amounts paid by Seller in respect of such Tax. Seller shall furnish Purchaser with such supporting documentation evidencing such payment as Seller may consider appropriate (if any).
Sample 1
Sale and Transfer of the Transferred Business. Subject to the terms and conditions of this BTA Korea and the fulfillment of the conditions precedent pursuant to Article 3.1, on the Closing Date, (i) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Transferred Business, free and clear of any Liens; and (ii) Purchaser shall assume all Assumed Liabilities, for an aggregate consideration equal to the value of the inventories of the Volt Business and fixed assets primarily related to the Volt Business minus the liability for retirement benefits accrued upon the transfer of Transferred Employees from Seller to Purchaser as of the Closing Date calculated in accordance with the Accounting Principles (the “Purchase Price”). The Purchase Price is a net amount which does not include value added tax (VAT). If the transactions contemplated under this BTA Korea are subject to VAT, Purchaser shall pay such VAT to Seller at the same day the Purchase Price becomes payable. Seller shall furnish the Purchaser with an invoice in accordance with the applicable VAT law. If the Seller receives the refund of the VAT from the tax authority after the completion of the transaction, the Seller shall not be liable for any additional responsibilities related to the VAT, other than the provision of the refunded VAT to the Purchaser (i.e., any surtax will be responsibility of the Purchaser).
Sample 1
Sale and Transfer of the Transferred Business. Subject to the terms and conditions of this BTA Singapore and the fulfillment of the conditions precedent pursuant to Article 3.1, on the Closing Date, (i) Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Transferred Business, free and clear of any Liens; and (ii) Purchaser shall assume all Assumed Liabilities, for an aggregate consideration equal to the value of the inventories of the Volt Business as of the Closing Date calculated in accordance with the Accounting Principles (the “Purchase Price”). The Purchase Price is a net amount which does not include goods and services tax (GST). If the transactions contemplated under this BTA Singapore are subject to GST, Purchaser shall pay such GST to Seller at the same day the Purchase Price becomes payable. Seller shall furnish the Purchaser with an invoice in accordance with the applicable GST law.
Sample 1

Related to Sale and Transfer of the Transferred Business

  • 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, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • 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 Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, 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 the following (but excluding the Excluded Assets):

  • 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):

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

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

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of the Mortgage Loans (a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

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