Assets and Assumed Liabilities Sample Clauses

Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the "Assets"), including all of the Company's right, title, and interest in and to the following assets:
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Assets and Assumed Liabilities. The purchase price ------------------------------ ("Purchase Price") for the Assets shall be:
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Assets and Assumed Liabilities. All Claims made against or suffered by any Seller Protected Party to the extent attributable to any action or omission, or failure or alleged failure, of Buyer arising from, related to, or connected with the ownership or use of any Assets after the Closing or the failure to satisfy any Liability assumed by Buyer under Section 3.2.
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Assets and Assumed Liabilities. 8 2.1 Purchase and Sale of Assets 8 2.2 Assumed Liabilities 9 2.3 Excluded Liabilities 10 ARTICLE 3 PURCHASE AND SALE 10 3.1 Purchase Price 10 3.2 Deposit 10 3.3 Purchase Price Allocation 11 3.4 Transfer of Assets 11 3.5 Form of Payment 11 3.6 GST and Other Sales Taxes 11
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Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Seller will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Seller, all right, title and interest of Seller in those assets of Seller as follows:
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Assets and Assumed Liabilities. 17 Section 2.1Sale of Assets ............................................................................................ 17 Section 2.2Excluded Assets ........................................................................................ 19 Section 2.3Assumed Liabilities .................................................................................. 21 Section 2.4Deposit ...................................................................................................... 24 Section 2.5Purchase Price ........................................................................................... 25 ction 2.6 Allocation ................................................................................................. 26 Section 2.7Assigned Drop Value ................................................................................ 26 Section 2.8Lease Renewal Option Escrow; LSP Escrow ........................................... 27
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Assets and Assumed Liabilities. By an Assignment (a form of which is attached hereto as Exhibit 1-A), Bill of Sale (a form of which is attached hereto as Exhibit 1-B), or xxxer document of transfer as the case may be in form reasonably satisfactory to Seller and Buyer, Seller agrees to sell, assign, or otherwise transfer ownership, as the case may be, and Buyer agrees to purchase, be an assignee, or otherwise acquire ownership, as the case may be, of all of Seller's right, title and interest in the assets described in Section 1.1 through and including Section 1.8 of this Agreement (collectively, the "Assets"), which shall be transferred to Buyer, free of all liens and encumbrances as of the Closing; provided however, (i) that no representation or warranty (express or implied) is being made, or shall be made, by Seller to Buyer with respect to any claims, liens, security interests or other rights (collectively, the "Empire Claimant Rights") that any vendor, creditor or obligee of Empire HK, including, without limitation, any claimants located in Hong Kong, the People's Republic of China or Australia (other than the United States of America) (collectively, the "Empire Claimants") may now or hereafter have in and to any of the Assets in the possession or control of such Empire Claimants and (ii) no representation or warranty (express or implied) is being made, or shall be made, by Seller to Buyer with respect to any of the Assets located in any other country other than the United States of America:
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Assets and Assumed Liabilities 
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Related to Assets and Assumed Liabilities

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

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