Examples of Second Closing Assets in a sentence
Contract ASSET PURCHASE AGREEMENT Dated as of February 12, 2009 among PROTEIN TRANSACTION, LLC, a wholly-owned subsidiary of MERCK & CO., INC., INSMED INCORPORATED and MERCK & CO., INC., TABLE OF CONTENTS Page Number ARTICLE I PURCHASE PRICE AND CLOSING 1 Section 1.1Sale and Purchase of the Purchased Assets 1 Section 1.2First Closing Assets and Second Closing Assets 3 Section 1.3Excluded Assets 3 Section 1.4Assumption of Liabilities 4 Section 1.5Retained Liabilities.
Seller shall make the Second Closing Assets Records available for pick up by Purchaser at a mutually agreeable time promptly after the Second Closing at the locations and in the format currently maintained by Seller.
Seller shall deliver to Purchaser: (i) duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, and security agreements created by Seller that encumber the Second Closing Assets; and (ii) releases of any related financing statements.
The Transactions do not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of the Seller whatsoever to any of the First Closing Assets after the First Closing or the Second Closing Assets after the Second Closing.
Acquired Assets” means all of Seller’s right, title, and interest in and to (a) the First Closing Assets and (b) in the event that the Second Closing occurs, the Second Closing Assets.
Clark’s 17 intercollegiate varsity teams compete in the National Collegiate Athletic Association (NCAA, Division III) and in the Eastern College Athletic Conference (ECAC).
For the avoidance of doubt, the Defect Adjustment shall be determined by taking into account Environmental Defects related to both the First Closing Assets and Second Closing Assets on a cumulative basis.
For the avoidance of doubt, this Section 6.7 shall not apply to Title Defects or Environmental Defects alleged with respect to the Second Closing Assets and neither Seller nor Purchaser shall have any termination right with respect to such alleged Title Defects or Environmental Defects.
Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.
Except as set forth in Section 5.3(b) below, (i) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the First Closing Assets will survive for a period of 18 months after the First Closing; and (ii) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the Second Closing Assets will survive for a period of 18 months after the Second Closing.