Purchase and Sale; Assignment and Assumption. (a) Buyer and Seller hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase and accept from Seller, all of the Assets, free and clear of all liens, claims, mortgages or encumbrances.
Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement:
Purchase and Sale; Assignment and Assumption. (a) Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all liens, claims, mortgages or encumbrances except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all liens, claims, mortgages or encumbrances except for Permitted Liens.
Purchase and Sale; Assignment and Assumption. .... 6 Section 2.2 Payment of the Initial Purchase Price; Deliveries at Closing...................................... 7 Section 2.3 Working Capital Calculation; Settlement of Final Purchase Price.................................. 7
Purchase and Sale; Assignment and Assumption. Upon the terms and subject to the conditions of this Agreement, and in consideration of the Purchase Price to be paid by Buyer to Seller, Seller shall (i) sell, transfer, convey and deliver to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall purchase from Seller, on the Closing Date, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens, pursuant to the execution and delivery of the Xxxx of Sale and such other documents and instruments as are necessary to sell, transfer, convey and deliver the Purchased Assets to Buyer (or its designated U.S. wholly owned subsidiary), and (ii) assign to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall assume from Seller, on the Closing Date, the Assumed Contracts and the Assumed Liabilities pursuant to the execution and delivery of the Assignment and Assumption Agreement and such other documents and instruments as are necessary to assign the Assumed Contracts and Assumed Liabilities to Buyer (or its designated U.S. wholly owned subsidiary).
Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) each Seller hereby agrees to, and GWLA hereby agrees to cause one or more of the GWLA Subsidiaries to, sell, assign, transfer, convey and deliver to Buyer, and Buyer hereby agrees to purchase from each Seller and the GWLA Subsidiaries, all of such Seller’s and such GWLA Subsidiaries’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) each Seller shall assign (and GWLA shall cause to be assigned), and Buyer shall assume and agree to discharge and perform when due, the Assumed Liabilities of each such Seller and the GWLA Subsidiaries. At the Closing, Buyer, Sellers and the applicable GWLA Subsidiaries shall execute and deliver a xxxx of sale substantially in the form attached hereto as Exhibit I (the “Xxxx of Sale”) and an assignment and assumption agreement substantially in the form attached hereto as Exhibit J (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary or reasonably advisable in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.
Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing:
Purchase and Sale; Assignment and Assumption. (a) On the Closing Date (as hereafter defined), Seller will sell and assign to Buyer, and Buyer will purchase and assume from Seller, all of Seller’s right, title and interest in the Transferred Interests. From and after the Closing Date, Buyer shall have the rights that have been assigned to, and assumed by, it pursuant to this Agreement, and Seller shall, to the extent that rights have been assigned and assumed pursuant to this Agreement, relinquish its rights under the Transferred Interests in favor of Buyer.
Purchase and Sale; Assignment and Assumption. 2.1 Sale of Purchased Assets . . . . . . . . . . . . . . . . . . 9 2.2
Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) Seller hereby agrees to, or to cause one or more of its Affiliates to, sell, assign, transfer, convey and deliver to Buyer or one or more of its Affiliates, and Buyer hereby agrees to purchase or cause one or more of its Affiliates to purchase from Seller and its Affiliates, all of Seller’s and such Affiliates’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) Seller shall assign (or shall cause to be assigned), and Buyer or one or more of its Affiliates shall assume and agree to discharge and perform when due, the Assumed Liabilities. At the Closing, Buyer and Seller shall execute and deliver a xxxx of sale in the form attached hereto as Exhibit N Exhibit 2.02 (the “Xxxx of Sale”) and an assignment and assumption agreement in the form attached hereto as Exhibit O (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.
