Purchase of Assets Sample Clauses

Purchase of Assets. Upon the termination of this Agreement, subject to the provisions of subparagraphs (a) through (e) set forth below, if Administrator is the defaulting party, the Group shall have the option to require Administrator and/or Parent to sell to the Group, and if the Group is the defaulting party, Administrator and/or Parent shall have the option to require the Group to purchase from Administrator and/or Parent, the Purchase Assets and assume the Practice Related Liabilities below:

Purchase of Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

Purchase of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 1.9 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company all of the Company’s assets of every kind and description that are used or useful in the Company’s Business (as defined in this Section 1.1), free and clear of any liens whatsoever (the “Purchased Assets”) (other than those assets included in the Retained Assets as defined in Section 1.2 below) and subject only to the liabilities and obligations of the Company which are defined in Section 1.3 (the “Assumed Liabilities”). The Purchased Assets include without limitation: (a) all of the Company’s rights under all licenses, permits, authorizations, orders, registrations, certificates, approvals, consents and franchises, or any pending applications for any of the foregoing, to the extent such rights relate to the conduct of the Company’s Business and in each case to the extent transferable or assignable; (b) all of the interest of the Company and the Sole Member (whether held directly or indirectly through any other person or entity) in Intellectual Property (as such term is defined herein), patents, copyrights, trade names, service marks, trademarks, domain names, websites, licenses and sublicenses granted in respect thereto and rights thereunder, used in the conduct of the Company’s Business, remedies against infringement thereof and rights of protection of interests therein and all related goodwill, including without limitation the Intellectual Property and related rights as set forth on Schedule 1.1(b) (the “Schedule 1.1(b) IP”); (c) all of the rights of the Company and the Sole Member (whether held directly or indirectly through any other person or entity) to any domain names, universal resource locators (URLs), websites, webpages and booking engines to the extent used in the conduct of the Company’s Business as set forth on Schedule 1.1(c); (d) all of the Company’s rights under those contracts, agreements, licenses, leases, commitments, undertakings, arrangements, understandings or such other documents or instruments as set forth on Schedule 1.1(d), to the extent such rights relate to the conduct of the Company’s Business (the “Purchased Contracts”); (e) all of the Company’s claims, customer deposits, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of setoff...

Purchase of Assets. Other than pursuant to the Asset Purchase Agreement, no entity has sold substantially all of its assets to Borrower or sold assets to Borrower outside the ordinary course of such seller's business at any time in the past.

Purchase of Assets. Any assets (such as equipment, property, or improvements) purchased by the Federal Agency with the Cooperator’s contributions shall become the property of the Federal Agency, unless otherwise documented via separate authority and instrument.

Purchase of Assets. 11 3.1 Assets Purchased by Assuming Bank 11

Purchase of Assets. Except as disclosed on Schedule 4.3 no entity has sold substantially all of its assets to Borrower or sold assets to Borrower outside the ordinary course of such seller's business at any time in the past.

Purchase of Assets. Upon the terms and subject to the conditions and representations set forth herein, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest of Seller in and to the following assets (collectively, the “Assets”), as of the close of business on the Closing Date (as defined in Section 2.02):

Purchase of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, as of the Closing (or with respect to Assumed Contracts that are not Initial Assumed Contracts, as soon as practicable after the identification of each such Assumed Contract), the Company shall assign, transfer, convey and deliver to Purchaser, and Purchaser shall acquire and accept from the Company, free and clear of any Adverse Interests and Retained Liabilities, all of the properties, assets and rights of every nature, tangible and intangible, real and personal, whether accrued, contingent or otherwise, of the Company, including, without limitation, those assets listed or described below, as the same shall exist on the Closing Date, other than the Excluded Assets (the properties, assets and rights assigned pursuant to this Section 1.1 being referred to herein as the “Assets”). The Assets include, without limitation, the following categories of properties, assets and rights (excluding in each case the Excluded Assets): (i) the inventory, supplies, finished goods and goods in transit, including inventory (x) in the possession of the Company or (y) to be delivered after the Closing by suppliers of the Company pursuant to letters of credit issued on behalf of the Company at or prior to the Closing (including Inventory in stores the Leases of which are not assumed by Purchaser), but in each case excluding inventory, supplies, finished goods and goods in transit of the Company that are (x) damaged or otherwise designated as “return to vendor” or (y) designated to be sold as part of a bulk sale (collectively, the “Inventory”); (ii) all rights and incidents of interest of the Company in and to all executory contracts and unexpired leases that are identified in writing by the Purchaser on or prior to the date that is 60 days from the date of the completion of the Auction (as defined in the Bid Procedures Order) (such date, the “Designation Date”) as contracts to be assumed by the Company and assigned to Purchaser (collectively, the “Assumed Contracts”); provided that Purchaser shall designate one hundred-fifty (150) Leases as Assumed Contracts or Designated Leases. Schedule 1.1(a)(ii) hereto sets forth a list of a certain number of Leases which shall be designated by Purchaser as Initial Assumed Contracts as defined in Section 1.5(a). To the extent Schedule 1.1(a)(ii) fails to do so, Purchaser agrees that it shall provide the Company with a complete list of eighty-nine (89) of such Initi...