Sale of Assets Closing Clause Samples

The 'Sale of Assets; Closing' clause defines the process and terms under which the assets of a business are transferred from the seller to the buyer, and specifies the procedures for finalizing the transaction. It typically outlines which assets are included in the sale, the timing and location of the closing, and the obligations each party must fulfill before the transaction is completed, such as delivering necessary documents or making required payments. This clause ensures that both parties have a clear understanding of how and when the asset transfer will occur, reducing the risk of misunderstandings or disputes at the final stage of the deal.
Sale of Assets Closing. Section 2.1 Assets to Be Acquired ......................................... 16 Section 2.2 Excluded Assets ............................................... 18 Section 2.3
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Sale of Assets Closing. 5 2.1. Sale of Assets.......................................................................... 5 2.2. Consideration........................................................................... 5 2.3. Net Current Assets Adjustment to Purchase Price......................................... 5 2.4. Accounts Receivable Adjustment to Purchase Price........................................ 7 2.5. Buyer's Assumption of Liabilities....................................................... 7 2.6. Closing................................................................................. 8 2.7. Deliveries by Seller Parties at Closing................................................. 8 2.8. Deliveries by Buyer at Closing.......................................................... 9
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Sale of Assets Closing. 2 1.01 Sellers' Assets..............................................................................
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Sale of Assets Closing a. Upon the terms set forth in this Agreement, Sellers agree to sell, assign and secure to/for Buyer, all right, title and interest that Sellers have in AquaV Assets, together with the technology, materials, inventory, intellectual property, equipment, proprietary information, and/or any and all other instrumentalities as described below: (i) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ methods for solubilizing, dispersing, flavoring, stabilizing and extending the release of various substances for use in nutritional, cosmetic/skin care, cosmeceutical, pharmaceutical, and personal care. (ii) Know-how: All scientific and technical un-patented information not known to the public, that is necessary and/or reasonably useful for the research, development, manufacture or commercialization of the solubilization technology. (iii) Solubilization Equipment: (iv) 3 - 45 L self-contained custom tanks with proprietary mixing systems including motors, blades and heat source. (v) Bench-top solubilization equipment (1 L pots with heat sources and mixing) Sellers: __MS__CS____; Buyer:___LZ_____ AquaV TSTS (vi) Miscellaneous Lab equipment (vii) Solubilization Raw materials and ingredients including emulsions, flavorings and raw excipients. b. The closing (the “Closing”) of the transaction contemplated under this Agreement is occurring with the parties’ execution of this Agreement. The day on which the Closing takes place shall referred to as the “Closing Date,” which day shall be November 28, 2014. c. At the Closing, the Sellers shall deliver herewith or make available to Buyer the assets described above d. At the Closing, the Buyer shall deliver herewith or make available to Sellers the following: (i) The portion of the purchase price set forth in 2.1.1, below; and (ii) such other documents, instruments, or items reasonably requested by Sellers related to Buyer’s consummation of the transaction contemplated herein. (iii) Buyer will pay all new patent application fees shall also adequately capitalize the manufacturing operation as to conduct business as quick as reasonably possible.
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Sale of Assets Closing. Section 2.1 Assets and Stock to Be Acquired 15 Section 2.2 Excluded Assets 17 Section 2.3 Assumption of Liabilities 19 Section 2.4 Retained Liabilities 21 Section 2.5 Consideration 23 Section 2.6 Time and Place of Closing 24 Section 2.7 Purchase Price Adjustment 25 Section 2.8 Proration of Revenue 26
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Sale of Assets Closing 
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Related to Sale of Assets Closing

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • ▇▇▇▇▇▇, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Merger/Sale of Assets (A) A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or