Transfer of Business Assets Sample Clauses

Transfer of Business Assets. Prior to the Closing, the Seller and the Purchaser shall cooperate to identify the Business Assets and Liabilities associated therewith. Prior to the Closing, the Seller shall take such steps as may be reasonably necessary (including transferring in a tax efficient manner) to ensure that as of the Closing, the Companies, the Subsidiaries and/or the Group Companies shall have good and valid title to, or, in the case of leased properties, valid leasehold or subleasehold interests in, all of the Business Assets, free and clear of any Encumbrances, in each case, except for Permitted Encumbrances, and except as *** Confidential Treatment Requested would not reasonably be expected to have a Seller Material Adverse Effect. To the extent that such title to any such Business Assets has not been so assigned, transferred, conveyed and delivered as of the Closing, then following the Closing, the Seller shall use its best efforts to transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, in a manner reasonably satisfactory to the Parties and to the Persons identified by the Purchaser, any Business Assets not previously assigned, transferred, conveyed and delivered, and if not transferable, transfer the economic benefits thereto. For the avoidance of doubt, any such Business Assets that require any regulatory approval to be obtained prior to the transfer thereof shall be transferred promptly upon receipt of such approval.
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Transfer of Business Assets. Simultaneously with the commencement of its operations under Paragraph 1 above, EENT shall pay to Board in cash, cashier's check or certified funds, the sum of $92,500.00 for the purchase of all of the Business Assets described in Exhibit "A", with the exception of the item denoted as "EPA Approved Tank Farm Containment Area" ("Fuel Farm") Board shall convey to EENT the remainder of such Business Assets by a Special Warranty Bill of Sale. Additixxxxly, on or before December 1, 2002, or such other time and day as the parties may agree, representatives of Board and Operator shall conduct an inventory of consumable items, inventory, equipment, etc. Operator shall purchase from Board all unopened inventory of food and supplies based upon a physical count of such inventory and supplies taken on November 30, 2002. The value of such inventory and supplies shall be based upon the invoice prices of the same and the Operator shall pay to Board at closing an amount equal to the value of such inventory and supplies. Likewise, Operator shall purchase the fuel remaining in the fuel tanks and the fuel trucks and payment for the fuel shall be made to Board.
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Transfer of Business Assets. At the Closing, and upon the terms and conditions herein set forth, Seller shall sell to Purchaser, and Purchaser shall acquire from Seller, all of Seller’s right, title and interest in, to and under the Business Assets, free and clear of any Encumbrances other than Permitted Encumbrances. Such Business Assets shall include all of Seller’s properties, goodwill and assets of every kind, nature and description, existing on the Closing Date (including Assets acquired after the date hereof) and used primarily in connection with the Business, whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, wherever located and whether or not reflected on Seller’s books and records, in each case other than the Excluded Assets. Without limiting the generality of the foregoing, the Business Assets shall include all of Seller’s right, title and interest in and to the following property, but shall exclude the Excluded Assets:
Sample 1
Transfer of Business Assets. Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, transfer all right, title and interest of Seller or its Subsidiaries (other than the Company) in the Business Assets to the Company (such transfers, collectively, the “Reorganization”). As used herein, “Business Assets” means the right, title and interest of Seller and its Subsidiaries (other than the Company) in and to the following assets, rights and properties, other than the Excluded Assets:
Sample 1
Transfer of Business Assets. Without prejudice to schedule 6, paragraph 8.1.1, in the event that the Buyer discovers a member of the Seller’s Group owns any Business Asset which has, in the three years prior to Completion, been used exclusively by the Group, the Seller shall procure that such Business Asset is transferred to the Buyer or a company nominated by the Buyer for nominal consideration provided that it has been requested to do so by the Buyer within 18 months following Completion.
Sample 1
Transfer of Business Assets 
Sample 1

Related to Transfer of Business Assets

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • 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):

  • Transfer of Records In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any and all Records of the Failed Bank, other than the following:

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Transfer of Receivables Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

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