Acquired Personal Property definition
Examples of Acquired Personal Property in a sentence
Simultaneously with the Closing, as applicable, the Acquired Contracts, Acquired Real Property Leases and Acquired Personal Property Leases and the Permits and/or Licenses and the Environmental Permits shall be assigned to and/or assumed by the Purchaser and all consents from third parties related thereto, as applicable and provided herein, shall be received.
The Seller is not in default, nor but for a requirement that notice be given or that a period of time elapse or both, would be in default, under any Acquired Contract, Acquired Personal Property Leases, or Acquired Real Property Leases identified on Section 2.1(c), (f) and (g) of the Disclosure Schedule.
If such consent is required and has not been obtained or if an attempted assignment or transfer is ineffective or prohibited, Seller shall use its commercially reasonable efforts to cooperate with Purchaser in any reasonable arrangement requested and approved by Purchaser, to provide for Purchaser the benefits under any such Acquired Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License.
The parties hereto acknowledge and agree that this Agreement may be executed prior to the Disclosure Schedules being completed and attached hereto and prior to Purchaser reviewing all of the Acquired Contracts, Acquired Real Property Leases, Acquired Personal Property Leases and the Permits and/or Licenses.
Except as set forth in Schedule 3.14, the Companies are in possession of the Acquired Personal Property Assets, and, immediately after the applicable Closing, after giving effect to the transactions and terminations contemplated by Sections 5.06, 5.07 and 5.08, such Acquired Personal Property Assets will be substantially the same as the personal property of the Companies existing on the date of the Original Stock Purchase Agreement.
If such consent is required and has not been obtained or if an attempted assignment or transfer is ineffective or prohibited, Seller shall use commercially reasonable efforts to cooperate with Purchaser in any reasonable arrangement requested and approved by Purchaser to provide for Purchaser the benefits under any such Assigned Contract, Acquired Personal Property Lease, Acquired Real Property Lease or any such Permit or License.
The acquisition by any Company of all Acquired Personal Property Assets complied in all material respects with all applicable Laws.
Except for and as set forth in Section 3.12 of the Disclosure Schedule, no consent of any non-governmental person will be necessary to the consummation of the transactions contemplated hereby, including, without limitation, consents from any banks, creditors, secured lenders, customers, vendors, unsecured creditors or parties to the Acquired Contracts and/or, as applicable, Acquired Personal Property Leases or Acquired Real Property Lease.
The Acquired Personal Property constitutes all of the material tangible personal property used in the business of CART.
Prior to Closing, Seller shall supplement Schedule 3.14(a) to include a true and complete list of the material assets (whether or not required by GAAP to be reflected on a balance sheet), other than real property and fixtures appurtenant thereto, beneficially owned by the Company and the Company Subsidiaries and used in the conduct of their respective businesses without values assigned to such personal property (collectively, "Acquired Personal Property Assets").