The Sale Sample Clauses
The Sale. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances) all of the Seller's right, title and interest in, to and under the Assets.
The Sale. Upon the terms and subject to the conditions set forth in this Agreement, Championship and CART each agree, with respect to the items that they are agreeing to sell, transfer, assign convey and deliver hereunder, to sell, transfer, assign, convey and deliver to Sub, Sub agrees to purchase, and Parent agrees to cause Sub to purchase, from the respective Seller, on and as of the Closing Date, certain of such Seller's assets as set forth below (the "Acquired Assets"):
(a) All machinery, equipment, inventory, goods, computer and other office equipment, tools, motor vehicles, parts, accessories, furniture, leasehold improvements (including fixtures that CART has the right to convey) and all other tangible personal property, other than Excluded Assets, owned or leased by CART as of the date of this Agreement including without limitation the items set forth in Schedule 2.02
(a) (collectively the "Acquired Personal Property");
(b) All rights of a Seller under the contracts, commitments or other arrangements set forth in Schedule 2.02(b) and any leases with respect to the Acquired Personal Property (collectively, the "Assumed Contracts");
(c) All prepaid expenses or other prepayments, security or other deposits and other security related to any Assumed Contract, including insurance proceeds with respect to loss or damage to Acquired Assets;
(d) All interests of the Sellers in Seller Proprietary Rights including the interests set forth in Schedule 2.02(d), together with all associated goodwill;
(e) To the extent transferable, all rights of CART, and of Championship to the extent Championship has any such rights which are necessary or useful to the business of CART, under any franchises, memberships, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights including without limitation the memberships of the Sellers in the Automobile Competition Committee for the United States, FIA, Inc. (ACCUS) and Federation Internationale de l'Automobile (FIA);
(i) All accounts receivable of the Sellers (A) accruing after the date hereof other than those relating exclusively to the 2003 CART racing season and (B) relating exclusively to the 2004 CART racing season or later season and (ii) the Note dated June 10, 2003, made by Sports Car Racing Association of Monterey Peninsula in favor of CART;
(g) All books, records, files and papers of CART, and of Championship to the extent Championship has any books, records, files or papers, necessary or...
The Sale. 11.1 We will conduct the Sale in accordance with our Notice to Bidders and will sell the Lot on your behalf on the terms of the Contract for Sale subject to any alteration by us made at our discretion by notices, inserts and announcements. We will exercise such discretion reasonably as between you and us.
11.2 Neither you nor any person on your behalf (other than the Auctioneer) may bid for the Lot, whether a Reserve has been placed or not. If any such bid is nonetheless made, the Auctioneer may knock the Lot down to you without observing any Reserve and you will pay to us the Buyer’s Premium in addition to the Commission and Expenses.
The Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall transfer, convey, assign and deliver to Acquisition Sub, and Acquisition Sub shall purchase and acquire from Sellers, all of Sellers’ right, title and interest in and to the Transferred Interests (the “Sale”).
The Sale. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller (i) those certain parcels of land in the Town of Middleton, Essex County (South), Commonwealth of Massachusetts, which parcels are more particularly described in Exhibit A attached hereto, together with all right, title and interest of Seller in and to any land lying in the bed of any streets, alleys, or rights-of-way (open) adjacent or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises (collectively the “Land”), (ii) all buildings, garages, improvements, structures and fixtures on the Land, including without limitation the existing office building commonly known as “The Ferncroft Corporate Center, 35 Village Road,” (collectively the “Building,” and together with the Land, the “Real Property”); (iii) Seller’s right, title and interest in and to the leases, occupancy agreements, or licenses affecting the Real Property or any part thereof together with any amendments of any of the foregoing or any related agreements creating ongoing obligations of the parties thereto which are listed on Exhibit B (the “Schedule of Leases”) and any New Leases entered into pursuant to Section 19.8 (collectively the “Leases”); (iv) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Real Property and used solely in connection therewith (the “Tangible Personal Property”); (v) all right, title and interest of Seller under any and all maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the ownership and operation of the Real Property (collectively the “Service Contracts”); and (vi) all right, title and interest of Seller in and to all studies, surveys, plans, drawings, specifications, reports, contracts, warranties, approvals, licenses, permits, certificates, design approvals, and variances relating to the Land or the Building, to the extent in Seller’s possession and transferable without cost to Seller, all to the extent applicable to the period from and after the Closing (as hereinafter defined), except as expressly set forth to the contrary in this Agreement (collectively “Development Materials”) (the Land, the Building, Tangible Personal Property, the Service Contracts, the Leases, the Development Materials and such other r...
The Sale. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller’s right, title, and interest in, to, and under the assets, real, personal or mixed, tangible or intangible, described below, as the same exist at the Effective Time (and, as applicable and as permitted or contemplated hereby, with such additions and deletions as may occur from the date hereof through the Effective Time), except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):
(a) those certain parcels of real property owned by Seller together with all buildings, structures, facilities, the improvements and fixtures thereon and appurtenances thereto described on Schedule 2.1(a), and such additional parcels of real property acquired by Seller after the date hereof for use exclusively in the Business (the “Owned Real Property”);
(b) the real property leases under which Seller is a lessor or lessee listed on Schedule 2.1(b) (the “Real Property Leases”);
(c) the Easements and Shared Easement Rights to be conveyed at the Closing pursuant to Section 7.4(b);
(d) subject to Section 7.1(c), the accounts receivable (including all related checks in transit) and earned but unbilled revenues owned by Seller and exclusively related to the Business; for the purposes of this Agreement, “checks in transit” shall mean checks with respect to which a corresponding amount has not yet been debited from accounts receivable and credited to cash and cash equivalents in accordance with Seller’s customary accounting practices;
(e) all Inventories;
(f) the Documents;
(g) the machinery, equipment, vehicles, furniture, pipeline facilities, and other tangible personal property owned by Seller and used exclusively in the Business, including all computing and telecommunications infrastructure used exclusively in the Business, such as switches, routers, servers and desktop and mobile computing equipment located within each facility located at any Owned Real Property or at any facility at any property subject to any Real Property Lease (“Leased Real Property”) and all Transferred Employee Equipment (provided, that such Transferred Employee Equipment shall constitute a Purchased Asset only upon the Transfer Date for such Transferred Employee) (th...
The Sale. On the basis of the representations, warranties and undertakings set forth in this Agreement, and on the terms and subject to the conditions set forth in this Agreement and in the Escrow Closing Agreement, on the date hereof each Seller severally, and not jointly and severally with any other Seller, agrees to sell to the Purchasers, free and clear of all Liens (other than liens described in clause (v) of the definition of Permitted Liens), and the Purchasers agree to purchase and pay for, the Purchased Interests set forth opposite such Seller's name on Schedule I hereto.
The Sale. Subject to the terms and conditions of this Agreement, -------- the Company hereby agrees to issue and sell to the Purchasers, and each Purchaser hereby agrees to purchase from the Company, on the date of the Closing (as hereinafter defined), the number of newly issued shares set forth opposite such Purchaser's name on Schedule A attached hereto (collectively, the "Shares") of the common stock, no par value, of the Company ("Common Stock") free and clear of all liens, claims, liabilities, restrictions or other encumbrances at a purchase price of $9.00 per share (the "Purchase Price").
The Sale. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), NPS will issue and sell to each Purchaser, and each Purchaser will purchase and acquire from NPS, the number of shares of Preferred Stock set forth on such Purchaser’s signature page to this Agreement (the “Sale”).
The Sale. (a) On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens (as such term is defined with respect to any date after the Closing), all of Seller's right, title and interest in, to and under the PSE Colstrip Interests and the Assets and Properties used or held for use principally in connection with the operation of the Colstrip Facilities, except as otherwise provided in Section 1.01(b), as the same shall exist as of the Closing including, but not limited to the following (collectively with any proceeds and awards referred to in Section 1.09, the "Assets"):