Transfer of the Acquired Assets Sample Clauses

Transfer of the Acquired Assets. On the Effective Date, and upon the basis of the terms, covenants and conditions contained herein, the City shall transfer and convey, and the Lessee shall accept and receive, all of the City’s or MHS’s right, title and interest in the assets, whether tangible or intangible, which are owned or used by the City or MHS as of the Effective Date and which relate to the MHS Operations, other than the MHS Facilities and the Excluded Assets (each as hereinafter defined) (collectively, the “Acquired Assets”). In each and every case in this Section 2.2 where a statement is made that an asset “relates to”, “is related to”, or “relating to” the MHS Facilities, the Acquired Assets and/or the M}TS Operations, such phrase shall mean that the asset is (i) used in connection with the MHS Facilities, the Acquired Assets and/or the MHS Operations, as applicable, or (ii) directly related to the MHS Facilities, the Acquired Assets and/or the MHS Operations, as applicable, but in each case excluding the Shared Services. If an asset or service (A) is used in or relates to both (i) the MHS Facilities, the Acquired Assets or the MHS Operations and (ii) other activities of the City, and (B) in the case of an asset, such asset is not part of the MHS Facilities (such assets or services, the “Shared Services”), then, during the Term, the City shall provide to the Lessee, or arrange for the provision of such asset or service that is not used exclusively by MHS as of the Effective Date, including, without limitation, the Shared Services identified on Schedule 2.2, on commercially reasonable terms consistent with those under which such Shared Services were provided to MHS immediately prior to the Effective Date for the remainder of the term of each Contract for such Shared Services (other than Excluded Contracts), or if there is no such Contract, then for a period up to three (3) years, as may be requested by the Lessee. Notwithstanding anything herein to the contrary, if an item that would otherwise be a Shared Service is listed on a schedule hereto or described herein as an Acquired Asset, then such item shall be an Acquired Asset and not a Shared Service. The Acquired Assets shall include, without limitation, all of the rights, titles and interests of the City and MHS in (i) the assets, other than the MHS Facilities and the Excluded Assets, appearing in the audited financial statements of IVIHS as of December 31, 2011, as supplemented on a monthly basis by the City up to the Effectiv...
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Transfer of the Acquired Assets. AND THE ASSUMED OBLIGATIONS
Sample 1
Transfer of the Acquired Assets. On the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens, other than Permitted Liens, and Buyer shall purchase, acquire and take assignment or delivery of all of the assets (wherever located) owned, leased or held for use in the Business, and all of Seller's right, title and interest therein and thereto, except for those assets specifically excluded in Section 2.1.2 (all of the assets sold, assigned, transferred and delivered to Buyer hereunder are referred to collectively herein as the "Acquired Assets"). The Acquired Assets include, without limitation, the following assets that are used or held for use in the Business: (a) Accounts Receivable, (b) Inventory, (c) Fixed Assets included on Seller's latest balance sheet and Fixed Assets purchased by Seller since the latest balance sheet less any Fixed Assets disposed of in the ordinary course of business since the latest balance sheet, (d) Prepaid Expenses, (e) Seller's leasehold interest in all Leased Properties and any improvements, fixtures, and fittings thereon, and easements, rights-of-way and other appurtenants thereto (such as appurtenant rights in and to public streets) and rights thereunder, including all security deposits, (f) operating leases for all vehicles and other equipment operated by Seller, (g) all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions, (h) the Acquired Contracts set forth on Schedule 4.11, (i) Liens, guarantees, rights, entitlements, other similar arrangements, and rights thereunder, (j) Claims, deposits, prepayments, rights of recovery, rights of set off, and rights of recoupment (but not including any such item relating to the payment of Taxes), (k) transferable Permits, (l) the assets set forth on Schedule 2.1.1, (m) the Websites and the Primary Coatings, Inc. trade name, and (n) all other assets (including intangible assets) of Seller not specifically included in the definition of Excluded Assets.
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Transfer of the Acquired Assets 
Sample 1

Related to Transfer of the Acquired 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 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.

  • Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

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

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

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

  • Transfer of the Mortgage Loans (a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

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