Contract to Sell Sample Clauses

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Contract to Sell. Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase and receive from Seller the Following assets, interests and covenants: 1.1.1 All inventory and goods (including motor vehicles and water vehicles), supplies, equipment, parts and accessories, and fixtures (including trade fixtures, office machinery and equipment), used primarily for the Business and which are present in Herndon Location or Springfield Location as of the close of business on the day before settlement, all of which is included on the list attached hereto as "SCHEDULE A." A draft of
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Contract to Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following assets and properties (collectively, the "Assets"): 1.1.1 All goods, supplies, equipment and fixtures (including trade fixtures, office machinery and equipment), used primarily in the operation of the Company Superstores 2 which are present at the Company Superstores as of the close of business on the day before the Settlement Date (the "Fixed Assets"); 1.1.2 All inventory of the Company Superstores as of the Settlement Date consisting of new and used motorcycles, motorcycle parts, clothing and accessories, up to the Fixed Value (as defined in Section 2.2 hereof) thereof as of the Settlement Date (the "Inventory"); 1.1.3 The motor vehicles used in the operation of the Company Superstores as described in Schedule 1.1.3 hereof; 1.1.4 All of Seller's right, title and interest in contracts held by Seller with any of its suppliers or vendors to the Company Superstores, to the extent that such agreements may be assignable or assumable; 1.1.5 All the intellectual property assets of Seller set forth in Schedule 1.1.5, including the trade name "Bikers Dream" together with the current logo and/or service mark ▇▇▇ other right as the licensor (the "Intellectual Property"); 1.1.6 The right to the use of the assumed name "Bikers Dream" and the existing telephone numbers of the Company Superstores, to the extent such telephone numbers can be assigned to Purchaser; 1.1.7 All of Seller's right, title and interest in and to the Domain Name and related Intellectual Property; 1.1.8 All of Seller's right, title and interest in and to the domain name "bike▇▇▇▇▇▇▇.▇▇▇" (▇he "Disputed Domain Name") and related Intellectual Property as set forth in and pursuant to Section 5.17.1 of this Agreement; 1.1.9 All of Seller's right, title and interest under the License Agreements, with the exception of any License Agreements under dispute of any kind as of the date of this Agreement and disclosed in Schedule 1.1.9 (the "Disputed License Agreements"); 1.1.10 All of Seller's right, title and interest as lessee in and to the real property leases for each of the Company Superstores, including the leases identified on Schedule 1.1.10 hereto; 1.1.11 All of Seller's right, title and interest in and to the equipment leases for all equipment located on the premised of the Company Superstores as of the Sett...
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Contract to Sell. The obligation to convey title in a contract to sell is conditioned upon the fulfillment of a suspensive condition. – Actual Delivery: Defined under Article 1497, requires the transfer of control and possession to the buyer.
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Contract to Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase from Seller, the following assets and properties (collectively, the "Assets"): 1.1.1 All goods, supplies, equipment and fixtures (including trade fixtures, office machinery and equipment), used primarily in the operation of the Company Superstores
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Contract to Sell. The BUYER shall execute the Contract To Sell and return all copies thereof, duly signed, to the SELLER within seven (7) days from the BUYER’s receipt thereof. Until such time as the Contract To Sell is executed, this Agreement shall be deemed and remain valid and binding between, and shall govern the relations of, the BUYER and the SELLER.
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Contract to Sell. The parties hereby agree to execute a deed in substantially the form as the Contract to Sell attached hereto as Annex "C" upon the SECOND Party's payment of at least 24% of the Total Contract Price referred to in Annex "B". This Agreement shall automatically terminate upon the execution of said Contract to Sell which shall thenceforth govern the relations of the parties as Seller/Developer (FIRST PARTY) and Purchaser of Unit/s (SECOND PARTY).
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Contract to Sell. 1 1.2 Assumption of Liabilities and Obligations.....................................3 1.3
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Related to Contract to Sell

  • Right to Sell Assignor may not Transfer any interest in the ▇▇▇▇▇, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the ▇▇▇▇▇, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the ▇▇▇▇▇, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties. 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇ for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

  • Agreement Subject to Appropriation The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep Consultant informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. Consultant hereby waives any and all rights to bring any claim against the City from or relating in any way to the City’s termination of this Agreement pursuant to this section.

  • HOW DO I OBJECT TO THE SETTLEMENT Only Participating Class Members have the right to object to the Settlement. Before deciding whether to object, you may wish to see what Plaintiff and Defendants are asking the Court to approve. At least 16 court days before the Final Approval Hearing, Class Counsel and/or Plaintiff will file in Court (1) a Motion for Final Approval that includes, among other things, the reasons why the proposed Settlement is fair, and (2) a Motion for Fees, Litigation Expenses and Service Payment stating (i) the amount Class Counsel is requesting for attorneys’ fees and litigation expenses; and (ii) the amount Plaintiff is requesting as a Class Representative Service Payment. Upon reasonable request, Class Counsel (whose contact information is in Section 9 of this Notice) will send you copies of these documents at no cost to you. You can also view them on the Administrator’s Website (url) or the Court’s website ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇▇▇.ca.gov/. A Participating Class Member who disagrees with any aspect of the Agreement, the Motion for Final Approval and/or Motion for Fees, Litigation Expenses and Service Payment may wish to object, for example, that the proposed Settlement is unfair, or that the amounts requested by Class Counsel or Plaintiff are too high or too low. The deadline for sending written objections to the Administrator is . Be sure to tell the Administrator what you object to, why you object, and any facts that support your objection. Make sure you identify the Action ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ v. Elite Nursing Services, Inc. et al. and include your name, current address, telephone number, and approximate dates of employment for Elite and sign the objection. Section 9 of this Notice has the Administrator’s contact information. Alternatively, a Participating Class Member can object (or personally retain a lawyer to object at your own cost) by attending the Final Approval Hearing. You (or your attorney) should be ready to tell the Court what you object to, why you object, and any facts that support your objection. See Section 8 of this Notice (immediately below) for specifics regarding the Final Approval Hearing.

  • Agreement Subject to CAISO Tariff The Parties will comply with all applicable provisions of the CAISO Tariff. This Agreement shall be subject to the CAISO Tariff, which shall be deemed to be incorporated herein.