The Asset Purchase Agreement. 4.1 The Asset Purchase Agreement states that California American Water will acquire certain assets associated with Bellflower Municipal. That Agreement states that California American Water will pay to the City of Bellflower the Cash Purchase Price of $17,000,000, in addition to an Adjustment Amount, if applicable.5
The Asset Purchase Agreement. Nothing contained in this Agreement shall be deemed to supersede any of the obligations, agreements, covenants or warranties of Assignee or Assignor contained in the Asset Purchase Agreement.
The Asset Purchase Agreement. Without limiting the provisions of Section 9.4 of the Asset Purchase Agreement, Obligations shall not include any amounts referred to in the preceding sentence unless a notice of claim (within the meaning of Section 9.4(c) of the Asset Purchase Agreement) with respect to the matter to which such amount relates has been delivered to Seller on or prior to the fourth anniversary of the Closing Date.
The Asset Purchase Agreement. The Board announces that on 21 January 2020, the Company entered into an asset purchase agreement to acquire all operating assets of the Target Hotel decoration, equipment, furniture, etc. ("Target Hotel Assets") from Mogen Real Estate owned by Mogen Real Estate Hotel Branch. Further particulars of the Asset Purchase Agreement are set out below: 21 January 2020 The Buyer: the Company The Seller: Mogen Real Estate The Owner of Assests: Mogen Real Estate Hotel Branch The Target Hotel Assets: the Target Hotel decoration, equipment, furniture and other operating assets owned by Mogen Real Estate Hotel Branch.
The Asset Purchase Agreement. In early April, 1996, the Trustee received two offers to purchase the broadcast assets of the Station, including its licenses. Upon further negotiation and due diligence concerning the offers, the Trustee has concluded that Paxsxx'x xxxer is the preferable offer. Pursuant to the Asset Purchase Agreement, Paxon has offered to purchase the Station assets for a total purchase price of $8,000,000, plus the assumption of Assumed Contracts as this term is defined in the Asset Purchase Agreement, including the post-closing obligations due under the personal property leases related to the operation of the Station, subject to the election not to assume the Station lease pursuant to Section 2.6 of the Asset Purchase Agreement and the KTIE Settlement Agreement. The entirety of the $8,000,000 is 3 41 to be paid in cash at or before the closing, provided, however, that the sum of $500,000 shall be retained by the Trustee in a separate and segregated account for a period of six months after the closing to provide a fund for the payment of indemnity claims arising in favor of Paxsxx xxx against the estate post-closing, as more particularly set forth in Section 13.4 of the Asset Purchase Agreement. The Asset Purchase Agreement contains provisions for overbidding by qualified third parties that may be interested in offering more consideration than Paxsxx xx buy the assets provided that such overbidders comply with the Overbid Procedures set forth in paragraph 1 below and Section 3.1 of the Asset Purchase Agreement. In addition, the Asset Purchase Agreement provides for a $120,000 Breakup Fee to be paid to Paxsxx xx it is not a successful purchaser of the Station assets. The Overbid Procedure and Breakup Fee include the following: 1. The Trustee shall not accept, or be required to accept, any bid or combination of bids ("Overbid"), except for a Qualifying Overbid (as defined below) by any overbidder ("Overbidder") for a sale of less than all of the Station assets. In order to constitute a Qualifying Overbid, and Overbid must meet the following terms and conditions:
(a) All Overbids shall be in the same form as the Asset Purchase Agreement and shall show, by appropriate and legible notations of deletions, insertions and other modifications, all changes from the Asset Purchase Agreement, provided, however, that there shall be no materials changes to the Trustee's representation, warranties, covenants, or other obligations thereunder.
(b) At least 10 calendar days prior to any...
The Asset Purchase Agreement. Nothing contained in this Assumption ---------------------------- Agreement supersedes any of the obligations, agreements, covenants or warranties of Seller or Purchaser under the Asset Purchase Agreement (all of which survive the execution and delivery of this Assumption Agreement as provided and subject to the limitations set forth in the Asset Purchase Agreement), or shall be deemed to require Purchaser to pay or discharge any Assumed Liability so long as Purchaser shall in good faith contest or cause to be contested the amount or validity thereof. If any conflict exists between the terms of this Assumption Agreement and the Asset Purchase Agreement, then the terms of the Asset Purchase Agreement shall govern and control. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
The Asset Purchase Agreement. The Asset Purchase Agreement has been duly authorized, executed and delivered by each Partnership Entity party thereto. The Partnership Entities have not received any notice of termination of the Asset Purchase Agreement from the Sellers, and the Partnership Entities have no reason to believe that, and have not received notice from the Sellers that, the Seller’s conditions to the closing of the transactions contemplated by the Asset Purchase Agreement will not be satisfied within the timeframe contemplated therein. Any certificate signed by any officer of the General Partner and delivered to the Representative or counsel for the Purchasers in connection with the offering of the Notes shall be deemed a representation and warranty by the Partnership, as to matters covered thereby, to each Purchaser.
The Asset Purchase Agreement. Nothing contained in this Assignment and Assumption Agreement shall be deemed to supersede, diminish, enlarge on or modify any provision of, any of the obligations, agreements, covenants or representations and warranties of Sellers or Buyer contained in the Agreement (all of which survive the execution and delivery of this Assignment and Assumption Agreement as provided, and subject to the limitations set forth, in the Agreement). If any conflict exists between the terms of this Assignment and Assumption Agreement and the Agreement, then the terms of the Agreement shall govern and control.
The Asset Purchase Agreement. Nothing contained in this Xxxx of Sale shall be deemed to supersede, enlarge on or modify any provision or any of the obligations, agreements, covenants, representations or warranties of Sellers or Buyer contained in the Agreement, all of which survive the execution and delivery of this Xxxx of Sale as provided and subject to the limitations set forth in the Agreement. If any conflict exists between the terms of this Xxxx of Sale and the Agreement, then the terms of the Agreement shall govern and control.
The Asset Purchase Agreement. Nothing contained in this Xxxx of Sale and Assignment shall be deemed to supersede, enlarge on or modify any of the obligations, agreements, covenants, representations or warranties of Seller or Purchaser contained in the Asset Purchase Agreement, all of which survive the execution and delivery of this Xxxx of Sale and Assignment as provided and subject to the limitations set forth in the Asset Purchase Agreement. If any conflict exists between the terms of this Xxxx of Sale and Assignment and the Asset Purchase Agreement, then the terms of the Asset Purchase Agreement shall govern and control.
