Purchased Assets and Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in Section 6.02, Purchaser or its designee shall purchase and acquire from Seller or Sequa UK, and Seller shall transfer, or cause to be transferred, to Purchaser or its designee, all of Seller’s or Sequa UK’s, if any, right, title and interest in, to or arising under the assets, properties, rights and interests of every kind, nature and description, tangible or intangible, that are owned, used, occupied or held by or for the benefit of Seller or its Affiliates in the operation of the Business, wherever situated, including, without limitation, the assets, properties, rights and interests described in this Section 2.01(a), but excluding the Excluded Assets (such assets, properties, rights and interests collectively, excluding the Excluded Assets, the “Purchased Assets”):
Purchased Assets and Assumed Liabilities. Buyer and SGI agree and acknowledge that (i) the definition of "Purchased Assets" is not intended to apply to the assets, properties and rights used in the conduct of the Business that are held by the Alias Companies and the Subsidiaries, (ii) the definition of "Assumed Liabilities" is not intended to apply to the Liabilities of the Alias Companies and the Subsidiaries and (iii) such assets, properties, rights, contracts and Liabilities are intended to transfer with the Shares by operation of law, except as otherwise expressly provided herein.
Purchased Assets and Assumed Liabilities. The Buyer acknowledges having received the Seller's unaudited financial information with respect to the Businesses for the four (4) consecutive 12-month periods, the last one ended November 30, 1997, a copy of which is annexed as Exhibit "I" to Schedule "A" hereto. Subject to the terms of this letter agreement and in reliance on the representations and warranties set out in the certificate of the Seller and Robexx X. Xxxxxxxx xx be delivered on Closing, a copy of which appears as Schedule "B" to this letter agreement, the Buyer hereby offers:
Purchased Assets and Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase and acquire from Seller, and Seller shall sell, assign, convey, transfer, or cause to be transferred, to Purchaser, all of Seller's right, title and interest in, to or arising under the operating assets, properties, rights and interests of every kind, nature and description, tangible or intangible, that are owned, used, occupied or held by or for the benefit of Seller in the operation of the Business, wherever situated, including, without limitation, the assets, properties, rights and interests described in this Section 2.01(a), but excluding the Excluded Assets (such assets, properties, rights and interests collectively, excluding the Excluded Assets, the "Purchased Assets"): the real property of TCT, including land, fixtures and buildings, having the street address 0000 XX Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 more fully described in Schedule 2.01(a)(i) (the "Real Property"); except for the Xxxxxxxxx-Xxxx Inventory referred to in Section 2.02(a)(xv), all finished goods, raw materials and work-in-process inventories owned by Seller at the Closing Date that are used or held for use in the operation of the Business as reflected in the Closing Balance Sheet (the "Inventory"); all trade accounts receivable of Seller due from customers or clients of the Business including unbilled receivables, to the extent relating to the Business as of the Closing Date as reflected in the Closing Balance Sheet (the "Receivables"), but excluding any amounts due from any of Seller's Affiliates (the "Intercompany Accounts"); all furniture, fixtures, machinery, equipment, computers, owned tooling and other tangible property owned by Seller that are used or held for use in the operation of the Business as of the Closing Date, including without limitation those listed on Schedule 2.01(a)(iv) (the "Fixed Assets"); the prepaid expenses, advance payments, deposits, receivables from Transferring Employees and similar assets of Seller to the extent relating to the Business and reflected in the Closing Balance Sheet (the "Prepaids"); all rights, benefits and interests of Seller in and to all contracts, licenses, sublicenses, personal property leases, agreements and commitments relating to the Business, including the Purchase and Sales Orders, Material Contracts and Government Contracts relating to the Business as described in this Agreement (collectively, the "Assigned Contracts"); ...
Purchased Assets and Assumed Liabilities. The parties recognize that the listing of Purchased Assets may not be complete and that such listing does not constitute any independent representations or warranties. As a result, the parties will cooperate with each other in order to consummate this Agreement as reasonably contemplated by the parties, it being understood, however, that no liability not specifically listed as an Assumed Liability will become an Assumed Liability if assuming such liability would result in a breach of any representation or warranty of any Seller.
Purchased Assets and Assumed Liabilities
