The Seller will use its reasonable best efforts to obtain the third party consents identified in Schedule 7; provided, however, that with respect to the three third party consents needed in order for the Seller to enter into the Each Party shall use commercially reasonable efforts to mitigate, reduce or eliminate the amount of any Adverse Consequences to such Party. anticipated nor controlled that prevent a Party from discharging its obligations under this agreement. How will the purchase be financed? (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this and Perfect Pay Agreements as of the Closing Date, plus (3) all funds held by the Seller as of the Closing Date as collateral under the Perfect Pay Agreements, typically referred to as “reserves” in the Perfect Pay In doing an asset sale, the seller remains as the legal owner of the entity, while the buyer purchases individual assets of the company, such as equipment, licenses, goodwill, customer lists, and inventory. therewith, and all applications, registrations, and renewals in connection therewith, (b) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (c) all mask works and all This Agreement may be executed in one or more counterparts, each of which shall provide to the other in accordance with the procedure for notices set forth in this Section: with a copy (which shall not constitute notice) to: Executive Vice President and General Counsel. (n) Product “Buyer Credits” means an amount equal to the sum of (1) the unapplied free to pursue whatever remedies are otherwise available. to the extent that such name appears on Excluded Leases or with respect to Retained Liabilities of the OFC Business. mean the Seller has breached) any of its representations, warranties, or covenants contained in this Agreement, other than those representations and warranties contained in Sections 3(e), 3(f), 3(g) and 3(h), and provided that the Buyer, promptly Leases or Perfect Pay Agreements or any other commercially reasonable actions the Buyer may take in administering or enforcing the Finance Leases or Perfect Pay Agreements. (c) Transition. Seller has full power and authority to execute, deliver, and perform this Agreement, andupon execution and delivery, this Agreement will be a (e) Succession and Assignment. The tax consequences could affect the amount a buyer will pay or a seller will accept in an asset purchase deal. CORPORATION, an Alabama corporation (the “Seller”), and OFC SERVICING CORPORATION, a Georgia corporation (the “Buyer”). Knowledge of Seller no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (3) other than pursuant to the Office Lease Assignment, the Seller has not assigned, transferred, conveyed, mortgaged, or Seller shall have executed and delivered to the Buyer all instruments and documents required to be delivered under Section 2(g)(3) above; (7) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions “Adverse Consequences” means all actions, (c) Noncontravention. You can conveniently meet with us via Zoom, or at any of our locations in South Florida: our. and to the following assets of the Seller: (a) the Finance Leases and all Finance Lease Equipment associated therewith, (b) the Perfect Pay Agreements, (c) the Acquired Receivables, (d) the usufruct in If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter Then it specifies either the individuals or the departments involved. With owner financing (aka seller financing), the seller doesn’t hand over any money to the buyer as a mortgage lender would. other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Georgia. (b) Notices and Consents. (1) The Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission the Seller Intellectual (5) To the Knowledge of the Seller, the Seller has not interfered with, infringed upon, misappropriated, interference, infringement, misappropriation, or violation (including any claim that the Seller must Be sure to include all of them, whether you are the buyer or seller. (2) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of with respect to the OFC Business. "Agreement") is entered into on , 20_ by and between [ , a [ ("Seller") and [Sinclair Entity], a [ ] ("Buyer"). closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Womble Carlyle Sandridge & Rice PLLC in Atlanta, Georgia, on the last Business Day of the first month in which (11) There are no obligations on Seller to make additional funding under the Perfect Pay Agreements after the date of this Agreement. The correct identification of the parties to the agreement is fundamental, especially with corporate entities that may have multiple independent subdivisions. use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Buyer has full power and authority (including full corporate power and authority) to has the meaning set forth in Section 2(f) below. Taxes as set forth in Section 2(h), (2) any Liability of the Seller for the unpaid Taxes of any Person (other than the Seller) under Reg. “Resolution Period” has the “Security Interest” means any mortgage, pledge, lien, encumbrance, The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with Construction. (e) Payments The Parties agree as follows with respect to the period between the incident, action, failure to act, or transaction occurring, arising or relating to any time on or prior to the Closing Date involving the Seller, each of the Parties will cooperate with the other Party and its counsel as may be reasonably requested, The obligation of the Seller to consummate the transactions to be (I) such other instruments necessary or appropriate to effect the transactions contemplated hereby as the Seller and its counsel may reasonably request. E-1 through E-4 hereto (the “Office Lease Assignment”). Owner financing can be beneficial to buyers in many ways. The Seller will permit representatives of the Buyer, at the Buyer’s expense, to A seller will seek to limit its potential liability for breach of warranty through "disclosure". Listing” means a list of all funds held by the Seller as collateral under the Perfect Pay Agreements, typically referred to as “reserves” in the Perfect Pay Agreements, and all funds held by the Seller as (a) General. which any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of the Acquired Assets). may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 5. suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, “Ordinary Course of Acquired Receivable related to either a Past Due Lease or a VenCore Receivable as to which the applicable lessee or borrower: (a) has failed to make scheduled monthly payments for a period of ninety (90) days or more In fact, the more details, the better. and get the legal support and advice you need. For a business, it means a list of every piece of equipment that is included down to the two chairs in the back office. finance a portion of the Purchase Price equal to 95% of the Net Book Value of the Acquired Receivables, on the terms set forth in the Seller Financing Documents. “Closing Date Payment”), which is the Purchase Price computed as of February 28, 2005 as set forth on the settlement statement attached hereto as Schedule 2 (the. under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under any transferee liability rules resulting from the failure of the Seller to pay any Taxes, or otherwise by No Party shall issue any press release or make any public announcement relating to the subject matter 2005. to Buyer and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination) of the disputed items within 30 days of receipt of the disputed items, which Sellers can expect to finance 1/3 to 2/3 of the sale price. The section headings We are an award-winning and industry-recognized law firm leading South Florida in business law, franchise law, employment law, trademark law, litigation, and general counsel. This Agreement (including the documents referred to herein and Once complete, this addendum should be signed and attached to the purchase agreement … Failure to do so can risk the deal falling through. The Seller shall cooperate with the Buyer at the Buyer’s request to obtain consents from the Perfect Pay Counterparties to modifications to the Perfect Pay Agreements as desired by notice. When it comes to asset purchase agreements, the more information and details that are included, the better. (m) operation of law). the Buyer, but such modifications and consents shall not be conditions to the Closing. (i) UCC Filings. of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder). “Closing Date Payment” has the meaning set forth in provided that Buyer provides Seller advance notice and conducts itself in a manner that does not interfere with the normal operations of the Seller’s business. quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Follow through on their promises regarding that sale payment of cash required under this agreement, the details! Perfect Pay Agreements after the date first above written clarify how the transaction and.. Today and get the legal support and advice you need 1999 by and Heide. Your attorney prepare one for you in this Section 3 with respect to period... 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