Purchase of Certain Assets Sample Clauses

Purchase of Certain Assets. With the written consent of Buyer, the Sellers shall be permitted to purchase certain assets of the Company as approved by Buyer for a price equal to the fair market value thereof as mutually agreed by the parties. Such purchases shall be consummated at or prior to Closing.

Purchase of Certain Assets. The Company shall endeavor to negotiate the purchase of the device known as an "apex switch" from Network Services System L.P. ("Network"), currently a debtor in possession, having filed a petition under Chapter 11 of the United States Bankruptcy Code, and subject to reaching agreement with respect to the terms for the purchase for such assets, the Company shall make prompt application to the United States Bankruptcy Court, District of Delaware, for an order confirming the sale of the said "apex switch" to the Company. Upon confirmation of such order, GTS or its designee shall be solely responsible for the payment of the purchase price for the switch. In the event that the Company and Network shall for any reason be unable to agree upon the purchase price for the apex switch, or in the event that the sale of the apex switch to the Company shall for any reason not be approved by order of the Bankruptcy Court, GTS or its designee shall pay to the Company an amount equal to the purchase price for an apex switch, or similar device, which the Company shall acquire at the lowest market price available to the Company.

Purchase of Certain Assets. Pursuant to agreements reasonably acceptable to the Seller, the Seller shall purchase from the Companies the following assets (collectively, the "Transferred Assets"): (i) immediately after the Closing, all of the Portfolio Stocks for a price equal to their respective fair market values as of the close of the markets as of the Closing Date; (ii) immediately prior to the Closing, all of the Companies' real property for a price equal to their respective statutory book values as of the Closing Date; (iii) immediately prior to the Closing, all of the Companies' mortgage loans on real estate at their amortized statutory book values at the close of business as of the Closing Date; and (iv) immediately prior to the Closing, all of the Companies' interests in the Northtowne Apartments limited partnership and the Midwest Mezzanine Fund limited partnership, in each case, at statutory book value as of the Closing Date.

Purchase of Certain Assets. Effective at midnight on the Effective Date, SELLER hereby sells, assigns, transfers and conveys to BUYER and BUYER hereby purchases from SELLER for the consideration herein provided, the following assets of SELLER (hereafter, the “Acquired Assets”): (a) all the personal property, furniture, telephones, computers, servers, printers, office machines, furnishings, trade fixtures, and all other tangible personal property owned by SELLER that are located at the Business, used in or associated with the Business, or used in connection with the ownership or operation of the Business; (b) all Intellectual Property, including all right, title and interest of SELLER in and to the name "Scorpex" and any variation thereof, and in and to any and all tradenames, trademarks and service marks used by SELLER in connection with the Business (hereinafter collectively referred to as the "Marks"); (c) SELLER's files, lists, and reports reasonably necessary for the operation of the Business by BUYER or required by state, provincial, or federal rules and regulations to be maintained by the Business; (d) all contracts or agreements involving waste storage, disposal and recycling, including those classified as industrial, toxic, and hazardous.; (e) all inventory of SELLER as set forth as specifically set forth in the inventory list including a 10 year lease from Tratamientos Ambientales Scorpion ("TAS") to operate at the Ensenada Mexico Site and use of all permits and titles from local, federal and state governments, with an option to extend every ten 10 years if operations have commenced. Royalty rate is 5% of net profits to TAS; (f) all of SELLER's right, title and interest in and to the domain name and website ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, present telephone listing(s), advertisements, and current telephone number(s) of the Business; and (g) all of the goodwill associated with the Business and/or the Marks.

Purchase of Certain Assets. On the IPO Closing Date and following the Effective Time, the Stockholder will purchase from the Company for cash in immediately available funds the assets Schedule 6.08 lists at an aggregate purchase price for all those assets equal to the Applied Consideration, whereupon the Company will deliver and otherwise transfer title to those assets to the Stockholder.

Purchase of Certain Assets. Section 5.17 of the Agreement is hereby amended and restated to read in its entirety as follows:

Purchase of Certain Assets. Pursuant to agreements reasonably acceptable to the Seller, the Seller shall purchase from the Companies the following assets (collectively, the "Transferred Assets"): (i) immediately after the Closing, all of the Portfolio Stocks for a price equal to their respective fair market values as of the close of the markets as of the Closing Date; (ii) immediately prior to the Closing, all of the Transferred Property, at a price equal to the aggregate statutory book value as of March 31, 1997 plus an adjustment as provided below; (iii) immedi ately prior to the Closing, all of the Companies' mortgage loans on real estate at their amortized statutory book values at the close of business as of March 31, 1997 plus an adjustment as provided below; and (iv) immedi ately prior to the Closing, all of the Companies' interests in the Northtowne Apartments limited partnership and the Midwest Mezzanine Fund limited partnership, in each case, at statutory book value as of March 31, 1997 plus an adjustment as provided below. The adjustments referred to in clauses (ii), (iii) and (iv) above shall each be calculated by adding an amount equal to (x) 8% of the respective statutory book value as of March 31, 1997, multiplied by (y) a fraction, the numerator of which is the number of days from and including April 1, 1997 to and including the Closing Date, and the denominator of which is 365."

Purchase of Certain Assets. 1 Section 1.1 Purchase of Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 3 Section 1.4 Excluded Liabilities 3 Section 1.5 Asset Purchase Consideration; Allocation 4

Purchase of Certain Assets. If, following the Closing Date, any of the agreements between the Business and its customers listed on Schedule 6.13 is terminated prior to its expiration by such customer, promptly following such termination Parent shall cause the applicable Subsidiary to purchase from the applicable New Subsidiary, and Holdings shall cause the applicable New Subsidiary to sell to the applicable Subsidiary, such tangible assets of the Business which were used in connection with such agreement as Holdings may specify, at a purchase price for each such asset equal to the net book value of such asset on the applicable New Subsidiary's books; provided, however, that the Subsidiaries' obligations pursuant to this Section 6.13 shall be limited to the purchase of assets with an aggregate net book value of $5,000,000. If within six months following such termination, the Company or any of the New Subsidiaries shall renew or replace such contract, Holdings shall cause the New Subsidiary which entered into such replacement contract to refund to the payor the amount previously paid in respect of such contract pursuant to this Section 6.13.