SELLER Operated Properties After Closing Sample Clauses

SELLER Operated Properties After Closing. With respect to any portion of the Property operated by SELLER, after Closing and until such time as a successor operator of the Property has been selected in accordance with the applicable operating agreements and approved as operator of the Property by the state agencies having jurisdiction, as applicable (the “Interim Period”), SELLER shall continue to operate the Property, subject to SELLER’s right to resign under the terms of the applicable operating agreement, but in no event for longer than ninety (90) days following Closing. Such continued operations by SELLER during the Interim Period shall be for the account of BUYER and be conducted subject to BUYER’s sole direction and right of control. In addition, SELLER’s operation of the Property during the Interim Period shall be at the sole cost, risk and expense of BUYER, and such continued operations by SELLER shall be covered by BUYER’s indemnity set forth in Section 8.3.
Sample 1
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Related to SELLER Operated Properties After Closing

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

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