SALE OF ASSETS 2 Sample Clauses

SALE OF ASSETS 2. 1 In consideration of the payment by the Purchaser to the Vendor of ___________________($) (the "Purchase Price"), the receipt of which is expressly acknowledged, whereof quit, the Vendor hereby sells to the Purchaser and the Purchaser hereby purchases and hereby accepts from the Vendor all of the Vendor's right, title and interest in and to the Assets. 2.2 In addition to the Purchase Price, the Purchaser shall pay to the complete exoneration of the Vendor, any and all applicable goods and services taxes, provincial sales taxes and/or any other taxes or impositions resulting from the sale of the Assets envisaged hereby (the "TAXES"). Without restricting the generality of the foregoing, the Purchaser hereby undertakes to fully indemnify and hold the Vendor harmless from and against all liability for payment of the Taxes and/or resulting from the non-payment thereof, including, without limitation all penalties, interest and costs relating thereto. The Purchaser hereby covenants that it is registered under Part IX of the Excise Tax Act, Canada (the "ETA") and Chapter VIII of Title I of the Act Respecting the Quebec Sales Tax, (the "QSTA") and the Vendor and the Purchaser shall jointly execute and file elections under sub-section 167(1) of the ETA and sub-section 75(1) of the QSTA, in the form and manner required so that the Taxes will not apply in respect of the transfer of the Assets. 2.3 The Purchase Price shall be allocated in accordance with the provisions of Schedule A. Each of Vendor and Purchaser agrees to report the purchase and sale of the Assets in accordance with Schedule A for purposes of any tax returns filed by it and will not voluntarily take any position inconsistent therewith upon examination of such tax returns, in any claims, in any litigation or otherwise with respect to such tax returns. 3.
Sample 1

Related to SALE OF ASSETS 2

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in COMMERCE upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs.

  • REVERSION OF ASSETS (a) Upon expiration of the term of this Agreement, or upon any prior termination, Subrecipient shall transfer to City any funds provided hereunder which are on hand at the time of expiration or termination.

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

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

  • Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:

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