Sale of Acquired Assets. On the terms, and subject to the conditions, set forth in this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser on the Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date, all of Seller's right, title and interest in and to the Acquired Assets (but as to any Licenses and Permits comprising part of the Acquired Assets, only to the extent assignable), subject to all existing leases (provided however, that the Master Lease under which Purchaser is the lessee will be merged into the feehold and extinguished at Closing) and agreements listed on SCHEDULE 2.01 or otherwise entered into in accordance with the Management Agreement (including, without limitation, the Central Plant Lease, the Construction Agreement, the Prior Purchase Agreement, the Management Agreement and the Utility Services Agreement, as the same may be modified pursuant to the Settlement Agreement) and Permitted Exceptions.
Sale of Acquired Assets. In the event that, prior to the Final Payment Date, the Buyer proposes to consummate a transaction pursuant to which all or substantially all of the Acquired Sponsor Contracts and Acquired Prospect Contracts are sold or transferred to an entity that is not a Buyer Subsidiary (or the Buyer, or a Buyer Subsidiary that is party to any such contracts, is sold or transferred to an entity that is not the Buyer or another Buyer Subsidiary) (any such transaction, a “Divestiture”) in a transaction in which the proposed purchaser or transferee would assume the obligations of the Buyer under this Section 1.2, the Buyer shall provide notice of such proposed Divestiture to the Seller, together with such information regarding the relevant purchaser or transferee as the Seller shall reasonably request. The Seller shall have ten (10) Business Days from the date the Seller receives any such notice (or any information the Seller may have reasonably requested within the initial ten (10) Business Day period) to provide an objection to any such proposed Divestiture on the basis that there is a reasonable likelihood that the proposed purchaser or transferee is not financially capable of making the remaining Post-
Sale of Acquired Assets. On the terms and subject to the conditions of 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 all Encumbrances, the following assets of the Seller (the “Acquired Assets”):
(i) all tools, furniture, equipment and other personal property listed on Schedule 2.01(a)(i);
(ii) the Inventory (the “Acquired Inventory”) that is listed on Schedule 2.01(a)(ii);
(iii) the Accounts Receivable (the “Acquired Accounts Receivable”) that are listed on Schedule 2.01(a)(iii);
(iv) the Intellectual Property that is set forth on Schedule 2.01(a)(iv) (the “Acquired IP”), subject to the rights granted to Seller pursuant to the Grant Back License Agreement;
(v) an undivided, joint ownership interest in the Intellectual Property that is set forth on Schedule 2.01(a)(v) (the “Shared IP”);
(vi) those Seller Contracts that are set forth on Schedule 2.01(a)(vi) (the “Acquired Contracts”);
(vii) all Permits that are set forth on Schedule 2.01(a)(vii);
(viii) all customer deposits and prepayments that are set forth on Schedule 2.01(a)(viii) (“Customer Deposits”); and
(ix) the Books and Records.
Sale of Acquired Assets. Upon the terms, and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell, transfer, and assign to Buyer’s Subsidiary and Buyer will purchase and accept from Seller substantially all of the tangible and intangible assets of the Seller, presently owned or leased by the Seller, wherever located, including, but not limited to all contractual rights, accounts receivable, all other receivables, cash, deposits, prepaid expenses, inventory, machinery, equipment, engineering data, databases, systems, designs, computer hardware and software, records, works in process, backlog, intellectual property (including but not limited to patents and licensing agreements), know-how, trade secrets, inventions, technology, company name, operating and equipment leases, licenses, permits, franchises, websites, customers, suppliers, contracts, sales and marketing literature and processes, techniques, goodwill, web sites, and pricing information related to the Business, as more particularly described in Exhibit C to this Agreement (the “Acquired Assets”), free and clear of all claims, liens, security interests, pledges and encumbrances other than those assumed by Buyer’s Subsidiary pursuant to this Agreement.
Sale of Acquired Assets. If within eighteen (18) months after the Closing Date Buyer or any of its Affiliates enters into an agreement to, and consummates within or after such eighteen (18)-month period, any sale or transfer of all or substantially all of the assets related to a Critical Care Product line acquired hereunder to a Person that is not an Affiliate of Buyer, whether by equity purchase, merger, sale of assets, reorganization or otherwise, Seller’s obligations hereunder to indemnify the Buyer Indemnitees pursuant to Sections 8.2(a) and 8.2(b) shall terminate to the extent related to such Critical Care Product line, provided, however, that if, prior to such termination, a state of facts shall have become known which threatens to give rise to a liability against which any party or parties would be entitled to indemnification hereunder and the indemnified party or parties shall have given notice of such facts to the indemnifying party or parties as described in Section 8.4(a), then the rights of the indemnified party or parties to indemnification with respect to such liability shall continue until such liability shall have been finally determined and disposed of.
Sale of Acquired Assets. Upon the terms, and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell, transfer, and assign to Buyer and Buyer will purchase and accept from Seller certain of the tangible and intangible assets of the Seller as listed on Exhibit B of this Agreement, presently owned or leased by the Seller, wherever located, including, but not limited to the name “Bonanza Goldfields,” real property, mining claims, federal, state and local mining permits, mining rights, ore processing equipment, engineering data, real property leases, Option to Acquire All Mineral Rights on 768.36 Acres of Railroad Land from Tonaquint, Inc. and other contractual rights as more particularly described in Exhibit B to this Agreement (the “Acquired Assets”), free and clear of all claims, liens, security interests, pledges and encumbrances other than those assumed by Buyer pursuant to this Agreement. Seller will retain and not sell to Buyer those assets listed under Retained Assets and Retained Liabilities in the second section of Exhibit B to this Agreement (the “Retained Assets”).
Sale of Acquired Assets. The terms of this Agreement shall incorporate the Recitals set forth above.
Sale of Acquired Assets. Sale, Assignment and Transfer of Acquired Assets to HMI
Sale of Acquired Assets. During the Reserve Report Period, the Company shall not, and shall not permit any of the Subsidiaries to, sell, lease, license, transfer, assign or make any other consensual disposition by the Company or any of the Subsidiaries of any Real Property or other assets, except sales in the ordinary course of business of oil, gas or other minerals extracted from the Real Property.
Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, AmSurg shall purchase from the Asset Entities and PRG and the Asset Entities and PRG shall sell, transfer and assign to AmSurg, free and clear of any and all Liens, the Acquired Assets.
