Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSING") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, on the terms set forth herein, all of the Seller's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENS"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCES" shall mean (a) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the value of the Assets for use in the Business and (b) those Liens described in Section 3.2
Assets Conveyed. At the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Xxxxxxxxx Subsidiary, all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens except for the Permitted Liens. The "Assets" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. Upon the basis of the representations, warranties, covenants and agreements contained herein, the Company hereby sells, transfers, assigns, conveys and delivers to Equity or a wholly-owned subsidiary of Equity all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties and the real property and improvements of the Company used in connection with the operation of the Business (or used in the past in the operation of the Businesses and to which the Company still holds title), other than Excluded Assets, including without limitation, those more particularly described in the Schedules to this Section 2.01, those in the possession of third parties but to which the Company holds title, and those described below:
Assets Conveyed. On the date hereof, the Seller hxxxx xxxxx, transfers, conveys, assigns and delivers to the Buyer, and the Buyer hereby purchases and acquires from the Seller, free and clear of all encumbrances all of the Seller’s right, title and interest under, in and to the assets of every kind, character and description, whether tangible or intangible, real and personal, and wherever situated, associated exclusively with the Seller’s use and operation of the Business (“Acquisition Assets”), including, without limitation, all of the assets listed on Exhibit A, attached hereto and made a part hereof.
Assets Conveyed. “As Is”. THE ASSETS (INCLUDING ANY INTERESTS IN OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE CONVEYED AND ASSIGNED TO THE COMPANY “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE ASSET, THE COLLATERAL OR THE COLLATERAL DOCUMENTS, OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO ANY SWAP AGREEMENT.
Assets Conveyed. 13 --------------- 2.2 Excluded Assets.................................................. 13 --------------- 2.3 Purchase Price and Payment....................................... 13 -------------------------- 2.4 Security for Purchase Price and Earn-out Payment; Offset; --------------------------------------------------------- Cross-default.................................................. 13 ------------- 2.5 Assumed Liabilities; Use of Gross Crop Revenues.................. 14 ----------------------------------------------- 2.6 Investment Guaranty.............................................. 15 ------------------- 2.7 Prudential Loan Assumption....................................... 15 -------------------------- 2.8 Allocation of Consideration...................................... 16 ---------------------------- 2.9 Farmland Leases.................................................. 16 ---------------- 2.10 Closing.......................................................... 16 --------
Assets Conveyed. On the terms and subject to the conditions and --------------- exceptions set forth herein, on the Closing Date, Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, on a going-concern basis, the Business, the goodwill of Seller related to the Business, and all of the Assets free and clear from any Encumbrances other than Permitted Encumbrances.
Assets Conveyed. The assets to be conveyed to Buyer and, as applicable, the Colorado Subsidiary, hereunder (the "Assets") shall consist of:
Assets Conveyed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Sellers shall convey, sell, transfer and deliver to Buyer and Buyer shall purchase, acquire and accept from Sellers, all right, title and interest of Sellers in and to all assets, properties and rights of Sellers of every kind, nature and description, corporeal or incorporeal, tangible or intangible, wherever located, used by Sellers exclusively in connection with the operation of the Business (collectively, the "Acquired Assets"), but excluding those assets, properties and rights specified in Section 2.3. The Acquired Assets include, but are not limited to:
Assets Conveyed. In consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, the Seller does hereby sell, assign, transfer, set-over, and otherwise convey to the Buyer, and the Buyer does hereby purchase from the Seller, all of the Seller's right, title, and interest in, to, and under (i) the Accounts now existing and hereafter acquired (including the Additional Accounts), including, without limitation, all accounts, General Intangibles, Chattel Paper, contract rights, Instruments and other obligations of any Obligor with respect to the Accounts, now or hereafter existing, including, without limitation, (A) any interest, or other fees received by the Seller with respect to such Accounts, (B) the account relationship, (C) any Account Document with respect to the Accounts and (D) any judgments founded upon an obligation or Account Document and any lien arising therefrom, (ii) all collections on and net recoveries in respect of such Accounts from and after the effective date of sale hereunder, (iii) the related Asset Purchase Agreements, and (iv) all Proceeds of any of the foregoing (all of the foregoing collectively, the "Conveyed Property").
