Example ContractsClausesAsset Purchase Agreement
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Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

Terms of Asset Purchase Agreement Control. Nothing contained in this Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Asset Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Asset Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Asset Purchase Agreement.

Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant to [subsection (a)]. The Funding Agents’ right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from time to time. To the extent a [[Organization B:Organization]] holds the Asset Interest on behalf of the Related Alternate Investors, such [[Organization B:Organization]] shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith and therewith.

Other capitalized terms not defined herein shall be given the same meaning as set forth in the Asset Purchase Agreement.

#Section 1.5 of the Purchase Agreement is hereby amended to read in its entirety as follows:

Amendment to the Purchase Agreement. Effective as of the date hereof, the parties amend the Purchase Agreement as follows:

On the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall unconditionally sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all the Seller’s direct or indirect right, title and interest in, to or under all of the properties, rights, claims, Contracts, interests and assets of the Seller, other than the Excluded Assets (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include the Subsidiary Securities and any and all proceeds of the Greensill Claims.

Agreement to Sell and Purchase. Seller shall sell and convey, and Buyer shall purchase, the Project; together with the easements, rights, privileges and appurtenances belonging thereto, and any abutting strips or gores; together with Seller's right, title and interest, if any, in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof; together with all sign posts and signage used by Seller in connection with the Project; together with all appurtenant easements for ingress and egress and utilities; together with all Seller’s fixtures and equipment now located in, upon, attached or appurtenant to or used in the operation of the Project; together with any goodwill associated with the business conducted on the Project; together with all leases, licenses and rental agreements of the Project (the "Leases") and the Seller’s lighting fixtures, air-conditioning units, window screens and other appliances, furniture, equipment, customer lists, rights to facility telephone and fax numbers, email addresses, yellow pages ads and other local ads, inventories (including all boxes, cash registers, packaging materials, locks and all other contents of the retail store located on the Project) and other personal property and supplies owned by Seller and used at the Project as more particularly set forth on Exhibit F attached hereto (the "Personalty", and all of the foregoing property, real, personal and mixed, being collectively called the "Property").

Agreement of Sale and Purchase. Seller hereby agrees to sell and convey unto, and Purchaser hereby agrees to purchase from certain real property located at the southeast corner of 5th Street North and 3rd Avenue North in St. Petersburg, Florida and legally described on the Exhibit A, attached hereto and made a part hereof, (“Real Property”) together with all improvements on the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, # all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, # all tangible personal property, owned and assignable by Seller, located on or used in connection with the Real Property, including, without limitation, engineering studies, soils reports, # all warranties, guaranties, indemnities and other similar rights relating to the Real Property and/or the assets transferred hereby, # all permits, licenses, consents, approvals and entitlements related to the Real Property, # any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Real Property or any portion thereof, if any, and used in conjunction therewith, and # all intangible rights directly relating to the Real Property. Such Real Property rights and appurtenances shall not include # any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Real Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, # any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, # any trade name, mark or other identifying material that includes the name "Inland" or any derivative thereof or # any documents, materials or information which are subject to a copyright in favor of a third party other than Seller (the Real Property together with all of such Real Property rights and appurtenances being hereinafter referred to collectively as the "Property").

Amendment of Note Purchase Agreement. Subject to the satisfaction or waiver in writing by Aegis of each condition precedent set forth in Section 4 of this First Amendment Agreement, the Note Purchase Agreement shall, effective as of the Effective Date, be amended in the manner provided in this Section 1.

Acquired any business enterprise whether via stock purchase, asset purchase or otherwise;

“Lien” means, with respect to any asset, # any mortgage, deed of trust, lien, pledge, encumbrance, charge, or security interest in or on such asset, # the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement relating to such asset and # in the case of securities, any purchase option, call, or similar right of a third party with respect to such securities.

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Seller, and Seller’s successors and assigns, hereby reserve and retain the right, exercisable at Seller’s sole option, to repurchase the Property from Buyer (the “Repurchase Option”) in accordance with the terms and conditions set forth in that Asset Purchase Agreement between Grantor and Whitelaw dated October 20, 2016 (the “Asset Purchase Agreement”). The Repurchase Option shall terminate on October 26, 2021 unless Seller provides written notice to Buyer of its intention not to exercise the Repurchase Option prior to such date.

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