Purchase of Transferred Assets Sample Clauses

Purchase of Transferred Assets. At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser good and valid title to the Transferred Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement and in accordance with Sections 363 and 365 of the Bankruptcy Code. For purposes of this Agreement, “Transferred Assets” means and includes substantially all of the properties, rights, interests and other tangible and intangible assets of Seller and its Subsidiaries relating to the Business (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles) and all Intellectual Property of Seller including any assets acquired by Seller during the Pre-Closing Period; provided, however, that the Transferred Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing and except for the Excluded Assets, the Transferred Assets shall include:
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Purchase of Transferred Assets. 1.1 Subject to the terms and conditions of this Agreement, as of the Effective Date, Orion agrees to and hereby does sell, convey, assign and transfer to Motiva, and Motiva will and hereby does purchase and acquire from Orion free and clear of any Liens, all of Orion’s right, title and interest in and to the following (collectively, the “Transferred Assets”): (a) All of Orion’s existing Valid Motiva Inventory (as defined below) including any Additional Motiva Inventory (as defined below) and all accessories related to such Motiva Inventory, all of which shall have been maintained in saleable condition; (b) All lists and records pertaining to customer accounts, suppliers, distributors, personnel, agents, relating to the Valid Motiva Inventory and any Additional Motiva Inventory; (c) All books, records, ledgers, files, customer lists, documents, correspondence, lists, studies and reports and other written materials to the extent related exclusively to the Transferred Assets; provided, that in the event such materials do not relate exclusively, but do relate to the Transferred Assets, a redacted copy of such materials; (d) All authorizations, permits and approvals (and applications for the foregoing) owned or controlled by Orion that are related to the import, distribution and/or sale of Motiva Products, including, without limitation, all registrations and regulatory approvals granted by Governmental Entities; and (e) All domain names and promotional materials that contain the Trademarks (as defined in the Distribution Agreement) or any other ▇▇▇▇ or identifier that may be confusingly similar to the Trademarks, and all Intellectual Property rights within the foregoing.
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Purchase of Transferred Assets. 5 2.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.3
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Purchase of Transferred Assets. At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser good and valid title to the Transferred Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement and in accordance with Sections 363 and 365 of the Bankruptcy Code. For purposes of this Agreement,
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Purchase of Transferred Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, TCRS shall purchase from the Company, and the Company shall sell, transfer, deliver and assign to TCRS, all right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Liens.
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Purchase of Transferred Assets. The purchase of the Transferred Assets (as defined in the Purchase Agreement) by XTCA has been (or shall be concurrently) consummated in accordance with the terms and conditions of the Purchase Agreement.
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Purchase of Transferred Assets. Subject to the terms and conditions set forth in this Agreement and the Bills of Sale, at Closing, SCS shall sell, assign, transfer and deliver to HCS, and HCS shall purchase and take assignment and delivery of, all of the Transferred Assets.
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Purchase of Transferred Assets. Subject to the terms and conditions of this Agreement, the Company agrees to sell, convey, assign, transfer and deliver to Motiva, and Motiva will purchase and acquire from the Company free and clear of any Liens, all of Company’s right, title and interest in and to the following (collectively, the “Transferred Assets”): 1.1 Compraventa de los Activos Transferidos. De conformidad con los términos y condiciones de este Contrato, la Compañía acuerda vender, transmitir, ceder, transferir y entregar a Motiva, y Motiva comprará y adquirirá de la Compañía libre de toda anotación y gravamen, todos los derecho de la Compañía, titularidad e intereses en y para los siguientes (en adelante los “Activos Transferidos”): (a) All of Company´s existing Valid Motiva Inventory including all accessories related to such Motiva Inventory, all of which shall have been maintained in saleable condition; (a) Todo el Inventario Válido Motiva existente de la Compañía incluyendo todos aquellos accesorios relacionados con el Inventario de Motiva, todos los cuales ▇▇▇▇▇▇▇ ▇▇▇▇▇ sido conservados en condiciones para ser vendidos; (b) All of Company’s rights under those contracts, purchase orders and other agreements related to the sales of Motiva Products by the Company, a list of which is set forth on Schedule 2 attached hereto (the “Purchased Contracts”); with it being understood that all such agreements will be assigned to Motiva in connection with the execution of this Agreement; (b) Todos los derechos de la Compañía bajo Contratos, órdenes de compra y otros contratos relacionados con las ventas de los productos de Motiva a la Compañía, lista constituida en el Anexo 2 de este Contrato (en adelante los “Contratos de Compraventa”); entendido esto que los contratos serán cedidos a favor de Motiva de conformidad con el presente Contrato; (c) All lists and records pertaining to customer accounts, suppliers, distributors, personnel and agents included as part of the Purchased Contracts or the Transferred Assets and all books, records, ledgers, files, price lists, documents, correspondence, lists, studies and reports and other written materials to the extent related exclusively to the Transferred Assets; provided, that in the event such materials do not relate exclusively, but do relate to the Transferred Assets, a redacted copy of such materials; (c) Todas las listas y documentación relacionados con las cuentas de los clientes, proveedores, distribuidores, empleados y agentes parte de los ...
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Related to Purchase of Transferred Assets

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Effect of Transfer Within Escrow After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

  • Conditions of Transfer With respect to any Performance Share Units awarded to Employee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Distribution Date relating to such Performance Share Units: (a) Employee must continue to be an active employee of the Company (“Continuous Employment”); (b) Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and (c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to receive a distribution of any Performance Share Units for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares. The forfeiture of rights with respect to Performance Share Units (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Performance Share Units for which the above conditions of transfer already have been met nor with respect to any Common Shares the title of which has already been transferred to Employee’s Account.