Seller Assets. The Seller covenants and agrees that it shall maintain cash in an amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000) during the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date and, during such period, such proceeds shall be available to the Seller to satisfy any indemnification obligations of the Seller under this Article 8, including to settle any litigation with third parties related to the Seller Licenses.
Seller Assets. With respect to each Asset acquired by the Trust Depositor from the Sellers, the Trust Depositor will (i) acquire such Asset pursuant to and in accordance with the terms of the Sale and Contribution Agreement, (ii) take all action necessary to perfect, protect and more fully evidence the Trust Depositor's ownership of such Asset, including, without limitation, (A) filing and maintaining effective financing statements (Form UCC-1) against the Sellers in all necessary or appropriate filing offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (B) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, and (iii) take all additional action that the Trust may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Trust Assets.
Seller Assets. Receive and accept all of the Seller Assets assigned, transferred, conveyed and delivered to Purchaser by Seller pursuant to this Agreement.
Seller Assets. On and subject to the terms and conditions of this Agreement and applicable Transaction Documents (as such term is hereafter defined), at the Closing, Seller shall sell, assign, transfer and deliver 100% of its right, title and interest in, to and under the Seller Assets to Buyer in exchange for the Purchase Price in accordance with the terms set forth in Schedule 2.0, free and clear of all Liens other than Permitted Encumbrances. As used herein, the term “Asset Purchase” shall mean and refer to the purchase of the Seller Assets by Buyer. All liabilities of Seller shall remain the sole and exclusive responsibility of Seller, and be discharged exclusively by Seller (“Seller Liabilities”).
Seller Assets. Seller has good, valid and marketable title to the Seller Assets (other than those denoted as leased) free and clear of any security interests, mortgages, liens, pledges, restrictions, charges or encumbrances. Seller has not received written notice of violation of any applicable law, regulation, ordinance, code, license or permit relating to the Seller Assets. 8
Seller Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of its assets (the "Assets").
(b) Seller has good and marketable title to the Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in writing by Seller to Buyer prior to the Closing Date.
(c) Except as reflected in the Seller Financial Statements, the Assets are not subject to any material liability, absolute or contingent, which has not been disclosed by Seller to and acknowledged by Buyer in writing prior to the Closing Date.
(d) Member has provided to Buyer in writing an accurate description of all of the assets of Seller or used in the business of Seller.
(e) Seller has provided to Buyer in writing a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings to which Seller is a party or by which it or its property is bound. Except as specified by Seller to and acknowledged by Buyer in writing prior to the Closing Date, all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect. As soon as practicable after the execution of this Agreement by all Parties, Seller will provide Buyer with copies of all such documents for Buyer's review.
Seller Assets. 35 Section 3.32 U.S. Seller Subsidiaries.................................35
Seller Assets. The assets of Seller identified on Section 3.31 of the Seller Disclosure Schedule include all of the assets owned by or used by Seller.
Seller Assets. (a) Wycon hereby represents and warrants that it has good legal title, of record and beneficially, to all of the Wycon Assets, and at the Closing Wycon will transfer and deliver to Buyer legal and valid title to the Wycon Assets free and clear of all Liens, other than (i) Liens created by Buyer, and (ii) Permitted Liens.
(b) Americlaim hereby represents and warrants that it has good legal title, of record and beneficially, to all of the Americlaim Assets, and at the Closing Americlaim will transfer and deliver to Buyer legal and valid title to the Americlaim Assets free and clear of all Liens, other than (i) Liens created by Buyer, and (ii) Permitted Liens.
(c) Unamark hereby represents and warrants that it has good legal title, of record and beneficially, to all of the Unamark Assets, and at the Closing Unamark will transfer and deliver to Buyer legal and valid title to the Unamark Assets free and clear of all Liens, other than (i) Liens created by Buyer, and (ii) Permitted Liens.
Seller Assets. Prior to the Closing, Seller shall, in accordance with all applicable Laws, transfer, convey and deliver to Newco, and Newco shall accept and assume, all right, title and interest of Seller in and to (i) (1) all tangible assets located at the Facilities, (2) all tangible assets not located at the Facilities which are used primarily or held for use primarily in
