Asset Selling Entity definition
Examples of Asset Selling Entity in a sentence
The BP Asset Selling Entity and the Purchased Subsidiaries own all right, title and interest in and to, or have a valid license to use (if required), each other item of Intellectual Property currently used by any of the BP Asset Selling Entity and the Purchased Subsidiaries in the Business and are entitled to use such Intellectual Property in the operation of the Business as currently conducted to the extent such use is material to the Business, free and clear of all Liens, other than Permitted Liens.
Upon obtaining the requisite third-party consents thereto, Seller shall, and shall cause each applicable Asset Selling Entity to, promptly sell, convey, assign, transfer and deliver to Buyer such Real Property Leases, Equipment Leases, Transferred Licenses, Restricted Software, Permits, Assumed Contracts, Contracts or rights, if otherwise includable in the Purchased Assets or the transactions contemplated hereby.
The BP Balance Sheet reflects adequate reserves (in accordance with GAAP) for warranty claims and other damages in connection with any service rendered or product sold by any of the BP Asset Selling Entity or the Purchased Subsidiaries on or prior to the BP Balance Sheet Date.
Each of BPI, the BP Asset Selling Entity and the Purchased Subsidiaries has previously delivered to Intcomex complete and correct copies of its certificate of incorporation and bylaws or articles of organization and operating agreement (or equivalent organizational documents with different names), as the case may be, as presently in effect.
Purchaser, at the time such employment offers are so extended, shall provide to Seller appropriate information regarding employment terms and conditions offered to the Asset Selling Entity Business Employees and Offerees, which shall conform in all respects to the provisions of this Section 5.5. Purchaser shall consult with Seller prior to the extension of employment offers with respect to communicating the offers to the Asset Selling Entity Business Employees and Offerees.
The applicable Asset Selling Entity in Germany shall not enter into a so-called reconciliation of interest procedure (Interessenausgleich) without the explicit consent of Purchaser.
Except as set forth on Schedule 3.22 hereto, there are no outstanding loans, leases or other Contracts between any of the BP Asset Selling Entity or the Purchased Subsidiaries, on the one hand, and any Insider, on the other hand, that have occurred since January 1, 2006 other than compensation and benefits paid to employees of the Business in the ordinary course of business.
To the extent required by applicable Law or the immediately preceding sentence, the Asset Selling Entity shall issue (or shall cause to be issued) a correcting invoice with respect to the transfer of the Product Inventory in accordance with applicable Law, and shall reasonably cooperate with the Purchaser or its relevant Affiliate to provide information and documentation necessary for Purchaser or its relevant Affiliate to comply with its Indirect Tax obligations under applicable Law.
All of the accounts receivable which are included in the Business Assets are valid receivables and are current and, to the BP Parties’ Knowledge, are collectible (consistent with past collections experience of the BP Asset Selling Entity or the Purchased Subsidiaries, as applicable), without resort to litigation or extraordinary collection activity, within ninety (90) calendar days of the Closing Date.
In consideration for the Transferred Assets, at the Closing, Purchaser (on behalf of itself or any Affiliate of Purchaser designated by Purchaser) shall pay to Seller (or any Affiliate of Seller designated by Seller) the Purchase Price, in cash in immediately available funds in accordance with Section 2.10(b)(i) (in the case of any amount payable in respect of Transferred Assets of an Asset Selling Entity, other than Seller, on behalf of such Asset Selling Entity).