Transfer of Operating Assets. Immediately after receipt of a Notice to Transfer, the Company shall have the option to transfer the Offered Operating Assets at the price and in accordance to the terms in the Notice to Transfer outlined in this Agreement. If the Company has elected to purchase less than all of the Offered Operating Assets, it shall notify the Shareholder of the number and itemization of Offered Operating Assets remaining available for purchase. For one day after receipt of such notification, the Remaining parties shall have the option to purchase any Operating Assets not being sold and transferred to DTS by FOMO at the price and in accordance to the terms in the Notice to Transfer in proportion to their respective ownership interests of the outstanding operating assets. The Control Shareholder may sell any Operating Assets not purchased by the Company and/or the Remaining Shareholders to a Third Party Purchaser at the price and in accordance to the terms in the Notice to Transfer, subject to first lien security interest and encumbrance on all of FOMO’s assets held by Thermo Credit LLC.
Transfer of Operating Assets. At Closing but effective the Closing Date, the Seller and Eateries, as their interests may appear, will sell, transfer, assign and convey to Buyer or its designated Affiliate, pursuant to the Xxxx of Sale, the Operating Assets, as including, without limitation those assets set forth on Schedule 2.1.1, free and clear of all debts, claims, liabilities, liens, security interests and encumbrances, except for liabilities specifically assumed by Buyer under the Assumed Contracts. Seller and Eateries agree to execute, upon request by Buyer, any additional documentation necessary or advisable to transfer or establish ownership by Buyer of the Intellectual Property Assets, including, without limitation, any assignment of trade or service marks with the United States Patent and Trademark Office or similar Governmental Body.
Transfer of Operating Assets. Pursuant to the Plan of Internal Restructuring, substantially all of the assets and related liabilities of Holding Co.'s operating, manufacturing, sales and marketing assets (but not Holding Co.'s intellectual property rights, other than pursuant to licenses of such rights by Holding Co. to Operating Co.), have been transferred by Holding Co. to Operating Co., effective as of January 31, 1998.
Transfer of Operating Assets. In consideration of Lessee's assumption of the Assumed Liabilities and Lessee's performance wider the terms and conditions of this Agreement, effective as of the Commencement Date,the Authority shall assign,transfer, and convey to Lessee the following. 6 Xxxxx Memorial Hospital • Corporation EIN:00-0000000 (a) Except for the Excluded Assets listed on Exhibit B,all of the Authority's right,title and interest in and to all assets which are owned by the Authority in connection with the operation of the Leased Facilities(including,without limitation,all assets reflected in the Audit,with such changes as may have occurred after the date of the Audit in the ordinary course of business)including without limitation: (i) All Equipment, inventory, supplies and other tangible personal property located on any of the Real Property or otherwise used in connection with the operation of the Leased Facilities; (ii) All cash, bank accounts, savings and loan accounts, certificates of deposit, money market accounts, treasury bills and other investments and revenues (including amounts held in any insurance or self insurance trust) owned by the Authority in connection with the Leased Facilities or otherwise; (iii) All accounts receivable and all other amounts owed to the Authority in connection with the Leased Facilities or otherwise,including the right to xxxx for and receive all patient charges and similar accounts accrued but unbilled as of the Commencement Date; (iv) All enforceable oral and written agreements of the Authority which were entered into in connection with the Leased Facilities, including but not limited to those material agreements (except as otherwise limited by this Agreement) listed on Exhibit C. provided, however,that in the event any agreement may not, by its terms,be assigned by the Authority without the consent of the other parties thereto,the Authority shall use its best efforts to obtain such consent by the Commencement Date, and if such consent is not given,then the Authority shall delegate to Lessee the responsibilities and obligations of the Authority under such contract and shall enforce on Lessee's behalf the obligations of the other parties; (v) All books,records and other information collected and maintained in connection with the Leased Facilities including, without limitation, patient records and employee records transferable under applicable law; (vi) All judgments,chases in action,rights to insurance or condemnation proceeds or awards, and ...
Transfer of Operating Assets. At Closing but effective the Closing Date, the Seller and Eateries, as their interests may appear, will sell, transfer, assign and convey to Buyer, pursuant to the Xxxx of Sale, the Operating Assets, as including, without limitation those assets set forth on Schedule 2.1.1, free and clear of all debts, claims, liabilities, liens, security interests and encumbrances, except for liabilities specifically assumed by Buyer under the Assumed Contracts.
