Sale and Transfer of Assets Purchase Price Closing Clause Samples
Sale and Transfer of Assets Purchase Price Closing
Sale and Transfer of Assets In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;
Sale and Purchase of Assets (a) At Closing, Sellers shall convey, sell, transfer, assign and deliver unto Purchaser and its successors and assigns forever, all of the right, title and interest of Sellers in the following properties and assets owned, used or held for use by Sellers in connection with the Acquired Business or, to the extent relating to the Acquired Business, by any affiliates of Sellers (hereinafter sometimes collectively referred to as the "Purchased Assets"): (i) all tangible personal property used or held for use exclusively in connection with the Acquired Business, including without limitation all machinery, equipment, parts, tooling, vehicles, furniture, leasehold improvements, fixtures, office equipment, supplies and other items of tangible Personal property owned by Sellers and used or held for use exclusively in connection with the Acquired Business, including without limitation all such personal property located in, at or on the Purchaser's facilities located in Roseland, New Jersey, and all of the Sellers' rights and benefits under any leases and with respect to any of the foregoing items, all of the material foregoing items having been described on Schedule 1.1(a)(i) hereto (collectively, the "Equipment"); (ii) all intangible assets, including without limitation the brand names, trademarks, copyrights and registrations and applications for registrations thereof listed on Schedule 1.1 (a) (ii) and all associated goodwill (the "Principal Trademarks") and any and all patents, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with suppliers (including without limitation suppliers of raw materials), customers, authors and designers, sales literature, inventions, formulae, technology, UPC codes, processes and computer software, used or held for use exclusively in connection with the Acquired Business and all licenses, agreements, applications and registrations with respect to any of the foregoing, together with any goodwill associated therewith (collectively with the Principal Trademarks, the "Intellectual Property"); (iii) all rights and benefits of Sellers under all contracts, leases, agreements, licenses, commitments (collectively, "Contracts") (i) described on Schedule 3.1(j) hereto or (ii) that (A) relate exclusively to the Acquired Business, (B) under the terms of this Agreement are not required to be disclosed pursuant to Section 3.1(j), and (C) have been entered into in the ordinary course of the Acquired Business and are consistent in nature and scope with past practices of the Acquired Business (collectively, the "Assumed Contracts"), provided, however, that the Assumed Contracts shall not include the Contracts identified on Schedule 1.1(a)(iii) hereto (the "Seller Contracts"); (iv) except as provided in Section 7.11, all inventory held for resale and all raw materials, work in process, finished products, shipments in transit, wrapping, supply and packaging items related exclusively to the Acquired Business (collectively, the "Inventory"); (v) all licenses, authorizations, permits and other approvals issued by any governmental agency, public or self-regulatory authority, and all applications therefor pending, used or held for use exclusively in connection with the Acquired Business; (vi) all blueprints, designs, drawings, patterns, specifications, work plans and scheduling procedures, exclusively related to, or exclusively required or used in connection with, the production of products and products in development of the Acquired Business; (vii) all books, records, files and correspondence (whether in original or photostatic form) to the extent used or held for use in connection with, or relating to the Acquired Business, including lists of past customers and suppliers; (viii) all goodwill associated with or attributable to the Acquired Business; and (ix) any other tangible asset owned by Sellers and used or held for use exclusively in connection with the Acquired Business which is necessary to operate the Acquired Business as presently conducted (other than the Excluded Assets, as hereafter defined). (b) To the extent any asset of the type set forth in Section 1.1(a), other than any Excluded Assets, related exclusively to the Acquired Business is owned, used or held for use by any affiliate of Seller, such asset is included with the term "Purchased Assets" and Sellers shall cause such affiliate to convey such assets to Purchaser on the Closing Date in accordance with the provisions of this Agreement. (c) Notwithstanding the provisions of Section 1.1(a), the Purchased Assets shall not include any right, title or interest of Sellers or their affiliates in, to or under any of the following properties, assets or items (collectively, the "Excluded Assets"): (i) cash, including bank balances and bank accounts, cash equivalents and similar type items on hand on the Closing Date; (ii) all accounts and notes receivable (including without limitation any claims, remedies, and other rights related thereto) entered into prior to the Closing Date and relating to the Acquired Business; (iii) the Tax returns of Seller; (iv) all refunds of Taxes to the extent that Taxes being refunded were an Excluded Liability; (v) the articles or certificate of incorporation and by-laws of Sellers and the corporate minutes, corporate seals and stock books of Sellers; (vi) all refunds, deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (vii) all rights to insurance or indemnity, and all claims, causes of action, rights of recovery or set-off of any kind and against any person, relating to or covering the Acquired Business before the Closing or related to the Excluded Assets; and (viii) any franchise tax or sales and use permits of Sellers.
Sale and Transfer of Shares Closing 1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Shareholder shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Shareholder, all of the outstanding shares of Company (the "Shares") which represent all of the issued and outstanding capital stock of Company
Transfer of Purchased Assets (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.
Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.