Structure of Sale Sample Clauses

Structure of Sale. The Parties acknowledge that as of the date hereof they have agreed to structure the sale of the Business of the Transferred Subsidiary to Purchaser as the sale of the stock in the Transferred Subsidiary to Purchaser or one or more Purchaser Assigns but have not reached an understanding on how to deal with the assets related to the printhead refurbishment business and with the cash and cash items (in the total amount of $57.4 million, as of March 31, 2013) currently owned by the Transferred Subsidiary, which (notwithstanding Section 2.1(c)) are not part of the assets of the Business and were not taken into account in determining the Purchase Price for the Business (the “KWCL Cash”). The Parties shall negotiate in good faith to determine the structure of the transfer to Purchaser of the Business of the Transferred Subsidiary, including whether to structure it instead as a transfer or lease of the assets and assumption of the liabilities of the Transferred Subsidiary to and by Purchaser. The Parties acknowledge that the assets of the Transferred Subsidiary (other than the KWCL Cash) are an important part of the Business and shall be included in the transfer of the Business hereunder to Purchaser. The Parties agree that Purchaser will not be required to increase the Cash Price as a result of such structuring. The Parties also agree that in the event the Transfer of the Transferred Subsidiary is structured other than as a sale of the stock in the Transferred Subsidiary to Purchaser or one or more Purchaser Assigns and, as a result, Purchaser or such Purchaser Assign is to bear more Transfer Taxes (other than Recoupable Transfer Taxes) (“Additional Transfer Taxes”), the Transferred Subsidiary shall reimburse the Purchaser Assigns in RMB for the Additional Transfer Taxes. The Parties further agree that in structuring this transfer, Seller shall be entitled to retain the benefit of the KWCL Cash and that the Purchase Price and the Purchase Price Allocation Schedule did not take the printhead refurbishment assets and the KWCL Cash into account. If it is agreed that the land and building that is part of the Business will be leased to the Purchaser or one or more Purchaser Assigns, the Parties agree that the purchase price allocated to KWCL and to Seller may be adjusted to reflect such change, but that the overall Purchase Price will not change. To the extent that it is agreed to structure the transfer of the Transferred Subsidiary other than as a sale of the stock ...
Sample 1Sample 2
AutoNDA by SimpleDocs
Structure of Sale. The definitive structure of the sale of the ----------------- Primary Cellular Assets and, if applicable, the sale of Additional Cellular Assets to Grupo Carso shall be established by mutual agreement of International Wireless and Grupo Carso, so as to minimize adverse tax consequences to all parties and the need for governmental approvals.
Sample 1
Structure of Sale. Notwithstanding anything to the contrary contained in this Agreement, Buyer and Seller hereby agree that the purchase and sale of the Property contemplated herein shall, at the sole discretion of the Partners, be in form and substance the sale to Buyer of any and all Partnership Interests in Seller (the “Partnership Interests”), Seller being an eligible entity that is disregarded as an entity separate from its owners for Federal income tax purposes, and, in such event, the Partners shall execute this Agreement for the purpose of selling the Partnership Interests to Buyer and Buyer shall execute this Agreement for the purpose of purchasing from Partners all such Partnership Interests for the Purchase Price, as adjusted pursuant to the provisions of this Agreement. In the event for any reason Xxxxxxxxxx County, the State of Maryland or any other governmental authority imposes any transfer, recordation or other taxes or charges on the sale of the Partnership Interests to Buyer, Seller and Buyer shall share equally and promptly pay, fifty percent (50%) by Seller and fifty percent (50%) by Buyer, any costs and expenses of defending such matter and paying any such transfer, recordation or other taxes or charges. Upon the Partners’ election to consummate the purchase and sale of the Property in accordance with this Subsection 1(f), the parties shall execute at Closing (in lieu of the Deed, Assignment and Assumption Agreement and Xxxx of Sale shown on Exhibits F, G and H hereof, respectively) an Assignment of Partnership Interests substantially in the form attached hereto as Exhibit G-1 (the “Assignment of Partnership Interests”) and any other document necessary to effectuate the sale, transfer and assignment of all such Partnership Interests to Buyer. The Tenant Estoppels, Seller’s Estoppel and Tenant Notices shown on Exhibits D, E and J hereof, respectively, shall be modified as necessary to reflect a sale of Partnership Interests rather than a conveyance of the Property. When necessary and appropriate, any certificate, estoppel, or affidavit required or permitted to be delivered by the Seller under this Agreement at or prior to Closing, and/or any indemnification to be given by the Seller under this Agreement at or prior to Closing, and/or post-closing obligations to be performed by Seller, shall be executed and delivered or given by the Partners in lieu thereof to the same extent as if the Partners were designated as the Seller under this Agreement. Upon Partn...
Sample 1
Structure of Sale. The Parties acknowledge that they have agreed to structure the sale of the Business of the Transferred Subsidiary to Purchaser as the sale of the stock in the Transferred Subsidiary to Purchaser or one or more Purchaser Assigns and to treat the assets set forth in Section 5.18 of the Seller Disclosure Schedule as Excluded Assets (which Excluded Assets include the cash and cash items owned by the Transferred Subsidiary (the “KWCL Cash”), which, as of March 31, 2013 was $57.4 million, and which shall be determined as of the Agreed Time). In order to facilitate the transfer of the KWCL Cash from the Transferred Subsidiary to Seller and/or its other Subsidiaries pursuant to Section 5.18, Seller intends to apply for a governmental approval for a capital reduction. As soon as reasonably possible, but no later than the earlier of (i) September 1, 2014 and (ii) the forty-fifth (45th) day following the final rejection by the government of Seller’s request for any capital reduction, Seller must elect, at its sole discretion and by written notice delivered to Purchaser, one of the following structures for the transfer of the Business of the Transferred Subsidiary to the Purchaser or an applicable Purchaser Assign:
Sample 1

Related to Structure of Sale

  • Structure of Agreement The Trust is entering into this Agreement solely on behalf of the Fund. Without limiting the generality of the foregoing: (a) no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Advisor have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the Fund.

  • Xxxx of Sale The Xxxx of Sale, duly executed by Purchaser; and

  • Nature of Agreement You understand and agree that this letter agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.

  • Structure If the proposed acquisition is an acquisition of the Capital Stock of a Target, the acquisition will be structured so that the Target will become a Wholly-Owned Subsidiary; if the proposed acquisition is an acquisition of assets, the acquisition will be structured so that the Borrower or a Wholly-Owned Subsidiary shall acquire such assets; and, if the proposed acquisition is the acquisition of a Person, the Board of Directors of such Person has approved such acquisition;

  • Agreement Structure 2.1 This Agreement consists of: (i) the Base Agreement which defines the basic terms and conditions of the relationship between the parties; and (ii) Attachments which specify the details of a specific work task. An Attachment may include additional or differing terms and conditions, however such terms and conditions apply only to that Attachment. Attachments also include any specification documents agreed to by the parties applicable to the specific work under that Attachment.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Bxxx of Sale The Bxxx of Sale covering the Personal Property, in the form attached hereto as Exhibit D.

  • ASSIGNMENT AND XXXX OF SALE This ASSIGNMENT AND XXXX OF SALE is made, delivered and effective as of March 9, 2021, by Xxxx Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 084, a Series of Xxxx Gallery LLC, a Delaware series limited liability company (the “Transferee”).

  • Purchase and Substitution (a) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 of the Purchase Agreement shall survive delivery of the Certificates to the Certificateholders. Pursuant to the Purchase Agreement, with respect to any representation or warranty contained in Sections 3.01, 3.02 or 3.03 of the Purchase Agreement that is made to the best of the Seller's knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Seller, the Servicer, any Subservicer, the Trustee or the Certificate Insurer of a breach of any of such representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Certificateholders or the Certificate Insurer, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Seller's best knowledge), the party discovering such breach shall give prompt written notice to the others. Subject to the last paragraph of this Section 3.03, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, pursuant to the Purchase Agreement, the Servicer shall, or shall cause the Seller or an Originator to (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan on the next succeeding Servicer Distribution Date, in the manner and at the price specified in Section 2.06(b), or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is two years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. In addition, pursuant to the Purchase Agreement, the Seller and the related Originator shall be obligated to indemnify the Trustee, the Certificateholders and the Certificate Insurer for any third party claims arising out of a breach by the Seller of representations or warranties regarding the Mortgage Loans. Pursuant to the Purchase Agreement any such substitution shall be accompanied by payment by the Seller of the Substitution Adjustment, if any, to be deposited in the Collection Account.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

Time is Money Join Law Insider Premium to draft better contracts faster.