Sale of the Scheduled Assets Sample Clauses

Sale of the Scheduled Assets. 4.1 Marquest hereby consents to the sale of the Scheduled Assets and the assignment of the Equipment Lease and License of Intellectual Property by Scherer Healthcare pursuant to this Section 4 and acknowledges thxx xx xt exercises the Repurchase Option subsequent to such sale, Marquest's rights shall be to purchase the applicable assets from the purchaser of the Scheduled Assets hereunder. Scherer Healthcare acknowledges that upon consummation of the cloxxxx xxscribed in Section 4.3 hereof, Scherer Healthcare shall have no right to acquire shares of Marquxxx'x Xommon Stock pursuant to Section 2.05 of the Omnibus Agreement. 4.2 During the week immediately prior to the Closing under the Merger Agreement, Scherer Healthcare and VSI shall cooperate in calculating the Exexxxxx Xrice. 4.3 Provided that the conditions set forth in Section 4.4 hereof have been satisfied, then immediately after Scherer Healthcare and VSI determine that the Merger is effective xxxxx Colorado law, Scherer Healthcare and VSI shall conduct a closing (the "Schedulex Xxxxxs Closing") at the same location as the location of the Closing under the Merger Agreement. Provided that the conditions set forth in Section 4.4 hereof have been satisfied, at the Scheduled Assets Closing: 4.3.1 VSI or a designee of VSI (for purposes hereof, either such entity being referred to herein as the "Purchaser") shall purchase from Scherer Healthcare, and Scherer Healthcare shall sell to the Purcxxxxx, the Scheduled Assxxx, xx a price equal to the Exercise Price as of the date of the Scheduled Assets Closing (such price being hereinafter referred to as the "Closing Exercise Price") and in accordance with the terms set forth herein. Scherer Healthcare shall assign to the Purchaser all of Scherer Hxxxxxxxre's rights as the lessor under the Equipment Leaxx xxx as the licensor under the License of Intangible Property, and VSI shall assume all of Scherer Healthcare's obligations as lessor under the Equipment Lexxx xxx licensor under the License of Intangible Property, all pursuant to the terms of an assignment and assumption agreement in form and substance reasonably satisfactory to VSI and Scherer Healthcare.
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Related to Sale of the Scheduled Assets

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Sale of the Property Any sale of the Property shall not affect this Lease or any of your obligations, but upon such sale we will be released from all of our obligations under this Lease and the new owner of the Property will be responsible for the performance of the duties of "Landlord" from and after the date of such sale.

  • Purchase and Sale of the Mortgage Loans and Related Rights Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

  • Extension or Amendment of Pool Receivables Except as otherwise permitted in Section 9.02, the Servicer will not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Servicer shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.

  • Extension or Amendment of Receivables Except as provided in the Agreement, the Seller shall not, and shall not permit the Servicer to, extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any related Contract.

  • Sale of Business If the Employer sells the business, they shall inform the other person or employer buying the business that there is an existing Collective Agreement in effect, and that as a condition of any such sale, the other person or employer buying the business shall assume all responsibilities and obligations accruing by virtue of the Collective Agreement, and that the other person or employer buying the business shall agree to continue to operate the business in the City of Winnipeg.

  • Purchase and Sale of the Purchased Assets Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • SALE OF THE PREMISES In the event the Property is marketed to be sold by the Owner during the Term of this Agreement, the Agent: (check one)

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