Completion of Asset Transfer Clause Samples

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Completion of Asset Transfer. At the Closing, Seller shall transfer and assign to Buyer good and valid title to the Purchased Assets free and clear of all liens and encumbrances, except as disclosed herein. Seller shall take all other steps as may be reasonably necessary to put Buyer in actual possession and operating control of the Purchased Assets.
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Completion of Asset Transfer. (Second Closing). Solely with respect to the Second Closing, (i) the recordal of transfer of ownership of all of the Business Registered IP (as defined in the Oramed Asset Transfer Agreement) in the United States shall have been duly completed; and (ii) Oramed and the Company shall have completed the transfer to the Company of the relevant regulatory files related to the US Phase 3 Trial (as defined in the Oramed Asset Transfer Agreement) and the registration of the Company as the applicant or holder of the IND (as defined in the Oramed Asset Transfer Agreement) related to the US Phase 3 Trial filed with the FDA.
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Completion of Asset Transfer. At the Closing, Seller shall transfer and assign to Buyer good and valid title to the Purchased Assets free and clear of any liens. The transfer and delivery of the Purchased Assets by Seller to Buyer shall be effected by the execution and delivery of all necessary instru ments of transfer. Seller shall take all other steps as may be reasonably necessary to put Buyer in actual possession and operating control of the Purchased Assets. To the extent that any sale, transfer, use or other similar taxes may be imposed by reason of such sale, transfer, assignment and delivery of the Purchased Assets, Buyer shall pay such taxes.
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Completion of Asset Transfer. Solely with respect to the Initial Closing, (i) the Asset Transfer Closing (as defined in the Oramed Asset Transfer Agreement) shall have been duly consummated in accordance with the Oramed Asset Transfer Agreement; (ii) all closing conditions as specified in Section 8.1 of the Oramed Asset Transfer Agreement shall have been satisfied; (iii) no representation or warranty given by any party to the Oramed Asset Transfer Agreement is untrue or misleading; (iv) there shall have been no amendment or waiver under the Oramed Asset Transfer Agreement; (v) there shall be no material breach or non-fulfilment of any covenant, undertaking, agreement, or obligation to be performed pursuant to the Oramed Asset Transfer Agreement by any party thereto; and (vi) the recordal of transfer of ownership of all of the Business Registered IP (as defined in the Oramed Asset Transfer Agreement) in France, Germany, Switzerland, South Korea, and Japan shall have been duly completed.
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Related to Completion of Asset Transfer

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15

  • Liquidation of Assets (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.