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.
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”).
Seller Assets. 1 SECTION 1.2
Seller Assets. (a) At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Sellers will sell, assign, convey, and transfer to the Purchaser, and the Purchaser will purchase, acquire, and take assignment from the Sellers, all of the Sellers’ right, title, and interest in and to the following properties and assets (the “Seller Assets”): (i) indefeasible fee simple title to the Real Property identified and described on Schedule 1.1(a)(i), together with all buildings, structures, and improvements located thereon and the Sellers’ right, title, and interest in and to all property rights therein
Seller Assets. ... Section 1.1(a) Seller Books and Records ............................................................... Section 1.1(a)(vi) Seller Financial Data ....................................................................... Section 4.5
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 connection with, or that relate primarily to, the design, development, manufacture, distribution, servicing, sale or marketing of consumer or specialty glass products, (3) all the software and firmware embedded in or used to control or operate the tangible assets described in clauses (1) or (2) above, (4) all intangible assets (including all rights, privileges, Permits and Contracts) not described in clause (3) above primarily used or held for use or used primarily in connection with, or that relate primarily to, the design, development, manufacture, distribution, servicing, sale or marketing of consumer or specialty glass products, (5) all Employees of the Companies (other than (I) Canadian Employees, (II) the employees listed on EXHIBIT 4.15(b) and (iii) if hired by or transferred to Parent or any of its Affiliates effective as of the Closing, the employees listed on
