Acquisition of Certain Assets Sample Clauses

The "Acquisition of Certain Assets" clause defines the terms under which specific assets are transferred from one party to another, typically as part of a sale or merger agreement. This clause outlines which assets are included in the transaction, such as equipment, intellectual property, inventory, or contracts, and may specify any excluded assets. By clearly identifying what is being acquired, the clause ensures both parties understand the scope of the transaction and helps prevent disputes over ownership or obligations related to the assets.
Acquisition of Certain Assets. At the Closing (as hereinafter defined), each Transferor shall convey, assign, transfer and deliver to Transferee, and Transferee shall acquire from each Transferor, free and clear of any encumbrances other than Permitted Encumbrances, all of each Transferor’s right, title and interest in and to all of such Transferor’s personal property and assets, tangible and intangible, of every kind and description, located at the Greenville Campus or used primarily in connection with the Greenville Ministry, including the following, but specifically excluding the Excluded Assets described in Section 2.2 hereof (sometimes hereinafter referred to as the “Transferred Assets”):
View SourceView Similar (2)
Acquisition of Certain Assets. The Company has previously notified the Current Noteholders in certain communications, including a letter dated May 31, 2000 addressed to the Current Noteholders, that it intended or intends to purchase the business and substantially all of the assets of Item-Eyes, Inc., a New York corporation. Such acquisition (the "Acquisition") shall be substantially on the terms contained in the Asset Purchase Agreement dated as of June 26, 2000, among Vintage III, Inc., as purchaser, Item-Eyes, Inc., as seller and the stockholders named therein (the "Acquisition Agreement").
View Source
Acquisition of Certain Assets. Concurrently herewith, the parties hereby agree to enter into an Asset Purchase Agreement, in the form attached hereto as Exhibit C (the “Asset Purchase Agreement”), pursuant to which USAC and Sinochem will agree to sell to Mosaic Fertilizer, and Mosaic Fertilizer will agree to buy, certain assets of the Florida Phosphate Operations on the terms and conditions set forth therein.
View Source
Acquisition of Certain Assets. The parties acknowledge that the efforts of the parties to meet the Launch Date may be assisted by the purchase of certain machines, tooling, parts, raw materials, and other critical physical assets owned by BMI located in Bridgeport, Connecticut. Hardinge agrees that it will use commercially reasonable efforts to purchase all or such portion of the BMI assets, at the cost and expense of Hardinge, as are necessary or appropriate to achieve the Launch Date and the efficient introduction of the Products, Accessories and Spares within the Territory, PROVIDED that in no event will Hardinge be required to pay a purchase price for such assets in excess of fair market value. BML agrees to use its best commercial efforts to assist Hardinge in identifying such assets.
View Source
Acquisition of Certain Assets. (a) ITC, at Closing, shall transfer, bargain and convey, by warranty ▇▇▇▇ of Sale, free and clear of any encumbrances of any kind or nature whatsoever, to THI all its right, title and interest in and to its customer, past customer and prospective customer mailing lists, a paper or computer-readable copy of which is attached hereto as Exhibit 2(a) (and a computer-readable copy of which shall be delivered to THI at Closing) and which contains the names, addresses, etc., of not less than 500 to 700 such customers, past customers or prospective customers. (b) Transferors, at Closing, shall grant, license and convey to THI the perpetual non-exclusive right, without any further cost or fee whatsoever to be paid by THI, to use, maintain, upgrade, enhance, sublicense or discard the current "reservations software, programs and systems" currently used by ITC. From and after Closing, and as soon thereafter as possible, Transferors covenant to provide THI with three days' "hands-on" instructions, one of which shall be at THI's designated offices in Florida and two of which shall be at ITC's offices in New York, on how to use said systems, all without further cost to THI. In addition, at Closing ITC shall assign to THI any rights ITC may have to support for such system from the system developers or others. From and after the completion of the "hands-on" training provided for above, ITC shall have no further obligations or liability to THI with respect to such systems, their use, enhancements, modifications or sublicensure.
View Source
Acquisition of Certain Assets 
View Source

Related to Acquisition of Certain Assets

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Effect of Certain Transactions After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.