Examples of Transferred Personal Property in a sentence
Buyer will also be responsible for paying the costs of storing the files and data currently being stored by Sellers at the Greenspoint location for periods beyond October 31, 2009 (or of moving such items and storing them elsewhere for such periods), and the cost of storing the vials included in the Transferred Personal Property currently being stored with Vivante GMP Solutions, Inc.
None of the Transferred Personal Property, fixtures or inventory shall be removed from the Facilities unless replaced by personal property, fixtures or inventory of equal or greater utility and value.
Seller shall have no obligation to deliver the Transferred Personal Property to any location other than the Facilities, it being understood and agreed that the presence as of the Closing Date of the Transferred Personal Property at the Facilities to which such Transferred Personal Property relates shall constitute delivery thereof.
Seller shall cooperate with and assist Purchaser to (i) obtain such consents, approvals and permits from Governmental Authorities (“Transfer Approvals”); and (ii) file and submit such petitions, notices and applications (“Transfer Notices”) as are necessary or advisable (i) to obtain the Operator Approvals; and (ii) as a condition to assignment of the HCN Lease to Purchaser and the sale, transfer and conveyance of the Transferred Personal Property by Seller to Purchaser.
Seller warrants that it is the lawful owner of the Transferred Personal Property, that Seller has the good and lawful right to sell and convey the Transferred Personal Property, that the Transferred Personal Property is free from encumbrances or rightful claims of others, and that it will defend Purchaser’s title to the Transferred Personal Property against all persons whomsoever.
All personal property owned or leased by Seller or any of its Affiliates, including all interests of Seller or any of its Affiliates in respect of warranties relating thereto, other than the Transferred Personal Property.
Purchaser shall assume as of the Closing Date all of the rights and obligations of Seller (whether in Seller’s capacity as owner, permittee, licensee or lessee) under the Transferred Personal Property listed on either Schedule 3.2(c) or 3.2(g), arising with respect to any period after the Closing Date.
After the Effective Date and prior to Closing, Seller shall not assign, alienate, lien, encumber or otherwise transfer all or any (i) part of any Facility or any interest, easement or right of way therein; (ii) part of the Transferred Personal Property; or (iii) interest in the HCN Lease.
Except as otherwise set forth in this Agreement or any other transfer document, the Transferred Personal Property shall be conveyed by Seller as of the Closing Date, free and clear of all debt, liens and encumbrances.
Without limitation of the foregoing, Seller shall not enter into any agreement, arrangement, letter of intent or understanding, formal or informal, for the sale, transfer or conveyance of all or any (x) part of any Facility or any interest, easement or right of way therein; (y) part of the Transferred Personal Property; or (z) interest in the HCN Lease, in each case, conditional or otherwise.