Transfer of JV Assets Sample Clauses

Transfer of JV Assets. (a) Subject to the terms and conditions herein (including Section 6.10(c)), Parent agrees to use its commercially reasonable efforts to cause each Seller and each International JV to sell, assign, transfer and convey, or to cause to be sold, assigned, transferred and conveyed, the JV Assets to Purchaser at the applicable purchase price for such JV Assets set forth on Annex A and otherwise on terms and conditions substantially equivalent to those contained in this Agreement, to the extent applicable (provided, that any dollar amounts shall be adjusted as necessary to reflect the same proportion that the Purchase Price bears to the JV Asset Purchase Price), including by the International JVs agreeing to amend existing agreements with Sellers to allow Sellers to assign their respective interests in the JV Assets to Purchaser. Purchaser agrees to purchase from each Seller and International JV all right, title and interest of each Seller and International JV in and to the JV Assets, and Purchaser agrees to assume, perform and pay all Liabilities of Parent, Sellers and each International JV primarily related to the JV Assets arising after the applicable JV Asset Closing with respect to the period from and after the applicable JV Asset Closing (the “JV Liabilities”). The parties hereto mutually agree and understand that Purchaser shall, for each AMERICAS 92199813 (2K) -36- such sale, assignment, transfer and conveyance of the JV Assets, as the purchase price and in full payment thereof, pay to the applicable International JV (or Parent as agent for such International JV), the amount set forth on Annex A allocable to each International JV for the applicable JV Assets (each, the “JV Asset Purchase Price”) simultaneously with the applicable JV Asset Closing. In connection therewith, at such time that the applicable International JV is prepared to transfer the JV Assets, Parent shall give Purchaser notice thereof (each such transfer, a “Post-Closing Acquisition”). Other than as provided for in Section 6.10(b) and pursuant to the terms of any Assumed Contract, Purchaser and its Affiliates shall have no rights with respect to the SHARPER IMAGE brand or JV Business in a particular Joint Venture Territory prior to the Post-Closing Acquisition for such Joint Venture Territory, and Purchaser and its Affiliates shall not enter (and shall not authorize or enable any Third Party to enter) such Joint Venture Territory prior to such Post-Closing Acquisition for any purpose rela...
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Related to Transfer of JV Assets

  • 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 Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • 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 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.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.

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