Sale of Sold Assets Sample Clauses

Sale of Sold Assets. (a) Seller Subsidiary 1 hereby sells to Purchaser the Sold Seller Subsidiary 1 Assets,
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Sale of Sold Assets. (a) On March 31, 2006 or such other date as may be mutually agreed by the Seller and the Purchaser at least two (2) Business Days prior to such date (the “Funding Date”), the Seller will assign, convey, sell, deliver, grant and transfer to the Purchaser, and the Purchaser will acquire from the Seller, all of the Seller’s rights, title and interest in, to and under the Sold Assets set forth on Exhibits A-1 and A-2 hereto, provided however, that any revenue or monies with respect to the Sold Assets accruing before the Cut-Off Date shall be for the account of the Seller and any revenue or monies accruing on or after the Cut-Off Date, shall be for the account of the Purchaser. Each of the Seller and the Purchaser agree that the purchase price of the Sold Assets to be acquired from the Seller (the “Final Purchase Price”) will be $515,000,000; provided, that, in conjunction with the payment of the Final Purchase Price, the Final Purchase Price will be supplemented with any payment required by Section 2.05(e) below; and provided, further, the Final Purchase Price shall be subject to adjustment in accordance with Section 2.05(a) below. If the sale of the Sold Assets is determined to be subject to any sales tax, the Final Purchase Price shall be deemed inclusive of any such Tax. For the avoidance of doubt, it is understood and agreed that all revenue (including lease payments) attributable to the Sold Assets prior to the Cut-Off Date shall be for the account of the Seller and all revenue (including lease payments) attributable to the Sold Assets from and after the Cut-Off Date shall be for the account of the Purchaser.
Sample 1
Sale of Sold Assets. Effective on each Purchase Date and each Reinvestment Date, the Seller hereby sells and assigns to the Administrative Agent, on behalf of the Purchasers (for the ratable benefit of the Purchasers according to their Capital as increased or reduced from time to time hereunder), all of Seller’s right, title and interest in and to: (i) each Pool Receivable newly identified as a “Sold Receivable” on the Sold Receivables Schedule delivered in connection with any such Purchase or newly identified as a “Sold Receivable” on the books and records of the Seller in connection with any such Reinvestment, (ii) all Related Security with respect to each such Sold Receivable, and (iii) all Collections with respect to, and all other proceeds of, any of the foregoing (all of the foregoing, collectively with respect to each and every Purchase and Reinvestment hereunder, the “Sold Assets”).
Sample 1

Related to Sale of Sold Assets

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • 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;

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Sale of Business Entered into any contract for the sale of the Business, or any part thereof, or for the purchase of another business, whether by merger, consolidation, exchange of capital stock or otherwise (other than negotiations with respect to this Agreement);

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