Purchase and Sale Assumption of Certain Liabilities Sample Clauses

Purchase and Sale Assumption of Certain Liabilities. 12 2.1 Purchase and Sale of Assets....................................................................12 2.2 Assignment and Assumption of Certain Liabilities...............................................15 2.3
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Purchase and Sale Assumption of Certain Liabilities. 1 Section 2.1 Purchase and Sale 1 Section 2.2 Auctioned Assets and Retained Assets 2 Section 2.3 Assumed Obligations and Retained Liabilities 6 Section 2.4 Third Party Consents 11 ARTICLE III - Purchase Price 11 Section 3.1 Purchase Price 11 Section 3.2 Certain Post-Closing Adjustments 12 Section 3.3 Allocation of Purchase Price 13 Section 3.4 PPA-Related Purchase Price Adjustments 14 ARTICLE IV - The Closing 15 Section 4.1 Time and Place of Closing 15 Section 4.2 Payment of Estimated Purchase Price 16 ARTICLE V - Representations and Warranties of Seller 16 Section 5.1 Organization; Qualification 17 Section 5.2 Authority Relative to This Agreement 17 Section 5.3 Consents and Approvals; No Violation 17 Section 5.4 Personal Property 18 Section 5.5 Real Estate 18 Section 5.6 Leases 18 Section 5.7 Certain Contracts and Arrangements 18 Section 5.8 Legal Proceedings 18 Section 5.9 Permits; Compliance with Law 19 Section 5.10 Environmental Matters 19 Section 5.11 Labor Matters 20 Section 5.12 ERISA; Benefit Plans 20 Section 5.13 Taxes 21 Section 5.14 Undisclosed Liabilities 21 Section 5.15 Brokers 22 Section 5.16 Insurance 22 Section 5.17 Disclaimers 22 ARTICLE VI - Representations and Warranties of Buyer 23 Section 6.1 Organization 23 Section 6.2 Authority Relative to This Agreement 23 Section 6.3 Consents and Approvals; No Violation 23 Section 6.4 Availability of Funds 24
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Purchase and Sale Assumption of Certain Liabilities. 2.1 Purchase and Sale of Assets.
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Purchase and Sale Assumption of Certain Liabilities. 8 2.1 Purchase and Sale of Assets 8 2.2 Assignment and Assumption of Liabilities 10 2.3 Excluded Assets 10 2.4 No Other Liabilities Assumed 12 2.5 Deemed Consents and Cure Payments 13
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Purchase and Sale Assumption of Certain Liabilities 
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Related to Purchase and Sale Assumption of Certain Liabilities

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • VALUATION OF CERTAIN QUALIFIED FINANCIAL CONTRACTS A. Scope Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate futures, caps, collars and floors, whether purchased or written. Option Contracts - All put and call option contracts, whether purchased or written, on marketable securities, financial futures, foreign currencies, foreign exchange or foreign exchange futures contracts. Foreign Exchange Contracts - All contracts for future purchase or sale of foreign currencies, foreign currency or cross currency swap contracts, or foreign exchange futures contracts.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

  • 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.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • 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:

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

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