Sale of Purchased Assets. On the terms and subject to the conditions contained in this Agreement, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"):
(a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures;
(b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories;
(c) Leases and subleases of Leased Real Property and of Owned Real Property;
(d) Leases and subleases of Leased Personal Property;
(e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business;
(f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts");
(g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3;
(h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any;
(i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (in...
Sale of Purchased Assets. Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;
Sale of Purchased Assets. With respect to any sale of Purchased Assets pursuant to Section 11.2(e), Seller acknowledges and agrees that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. Seller further agrees that in view of the nature of the Purchased Assets, liquidation of a Transaction or the underlying Purchased Assets does not require a public purchase or sale. Accordingly, Buyer may elect the time and manner of liquidating any Purchased Asset and nothing contained herein shall obligate Buyer to liquidate any Purchased Asset on the occurrence of an Event of Default, to liquidate all Purchased Assets in the same manner or on the same Business Day, or constitute a waiver of any right or remedy of Buyer. Seller hereby waives any claims it may have against Buyer arising by reason of the fact that the price at which the Purchased Assets may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate Repurchase Price amount of the outstanding Transactions, even if Buyer accepts the first offer received and does not offer the Purchased Assets, or any part thereof, to more than one offeree. Seller hereby agrees that the procedures outlined in Section 11.2(e) and this Section 11.4 for disposition and liquidation of the Purchased Assets are commercially reasonable. Seller further agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Assets or any portion thereof by using internet sites that provide for the auction of assets similar to the Purchased Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets.
Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer and assign to Buyer, and Buyer will purchase and accept from Seller all right, title and interest in and to all assets of Seller (other than the Excluded Assets, as hereinafter defined) used in the operation of the Business, (collectively, the "Purchased Assets"), including, without limitation, the following:
Sale of Purchased Assets a. If an Event of Default has occurred and is continuing as provided in Section 8.2 hereof or the indebtedness created hereby either with respect to principal or interest remains in whole or in part unpaid as of the Due Date, the Holder will be entitled and empowered to dispose of the Purchased Assets or any part thereof: i. at public sale, which public sale may be conducted at the location designated by the Holder for cash or on credit and on such terms as the Holder may in its sole discretion, elect after giving at least five days notice of the time and place of sale in the manner provided by law, or ii. at private sale upon like notice for cash or on credit and on such other terms as the Holder may in its sole discretion elect;
b. The proceeds of the sale ("Sale Proceeds") of the Purchased Assets will be allocated as follows:
i. to reimburse the Holder (to a maximum of 20% of the gross proceeds of sale), for all costs and expenses incurred as the result of an Event of Default and in connection with re-possession, storing, advertising, marketing and selling the Purchased Assets including, without limitation, reasonable attorneys' fees and costs;
ii. to the Holder as a reduction of amounts owing by Xxxx under this Note allocated firstly as to interest and the remainder as to principal; and
iii. the balance to Xxxx;
c. Any balance owing by Xxxx under this Note after the allocation of the Sale Proceeds will be forgiven by the Holder and Xxxx will have no further liability under this Note; and
d. This Note is non-negotiable. The Holder will have no right or recourse against any legal person in respect of the covenants contained in this Note other than, subject to Section 8.3, Xxxx, and his assigns but only severally and not jointly and only to the extent of each person's interest in the Purchased Assets.
Sale of Purchased Assets. Following an Event of Default, Buyer may securitize or otherwise sell the Purchased Assets with no obligation to reacquire title as provided in Section 6.6 and Buyer shall incur no liability as a result of such transaction. For the avoidance of doubt, Buyer may sell the Purchased Assets as part of a pool comprised of, all or part of, the Purchased Assets and other mortgage loans owned by Buyer; in such instance, the value of the Purchased Assets shall be determined on a pro rata basis. Seller hereby waives any claims it may have against Buyer arising by reason of the fact that the price at which the Purchased Assets may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate Repurchase Price amount of the outstanding Transactions, even if Buyer accepts the first offer received and does not offer the Purchased Assets, or any part thereof, to more than one offeree.
Sale of Purchased Assets. Following an Event of Default, and after giving Seller five (5) business days in which to purchase for itself the Purchased Assets, Buyer may securitize or otherwise sell the Purchased Assets with no obligation to reacquire title as provided in Section 6.6 and Buyer shall incur no liability as a result of such transaction. For the avoidance of doubt, Buyer may sell the Purchased Assets as part of a pool comprised of, all or part of, the Purchased Assets and other mortgage loans owned by Buyer; in such instance, the value of the Purchased Assets shall be determined on a pro rata basis. Seller hereby waives any claims it may have against Buyer arising by reason of the fact that the price at which the Purchased Assets may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate Repurchase Price amount of the outstanding Transactions, even if Buyer accepts the first offer received and does not offer the Purchased Assets, or any part thereof, to more than one offeree.
Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign, transfer, convey and set over to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as, at and from the Effective Time, the Purchased Percentage of the right, title and interest of the Vendor in the Assets (the “Purchased Assets”).
Sale of Purchased Assets. Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller will sell, transfer, assign, convey and deliver to the Buyer, and the Buyer will purchase, accept and acquire from the Seller all of the Purchased Assets.
Sale of Purchased Assets. (a) At the Closing, Sellers shall sell, convey, transfer, assign and deliver to Buyer the Purchased Assets, free and clear of all liens, claims, mortgages or encumbrances, except for Permitted Liens. Sellers will execute and deliver the Xxxx of Sale and such other documents of transfer and assignment as may be necessary to consummate the foregoing.
