Purchase and Sale Assumption of Certain Liabilities Sample Clauses
Purchase and Sale Assumption of Certain Liabilities. 10 2.1 Purchase and Sale of Assets....................................................................10 2.2 Assignment and Assumption of Certain Liabilities...............................................12 2.3
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
Purchase and Sale Assumption of Certain Liabilities. 2.1 Purchase and Sale of Assets.
(a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, contribute, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens (except for the Assumed Obligations and Permitted Liens), and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, all properties, assets, rights, titles and interests of every kind and nature, owned or leased by Sellers (including indirect and other forms of beneficial ownership) as of the Closing Date, which are used in, useful for or otherwise associated with the Business (including, without limitation, all assets located on the premises of the Assumed Facilities), whether tangible or intangible, real or personal and wherever located and by whomever possessed, including, without limitation, all of the following assets but excluding Excluded Assets pursuant to Section 2.3 (all of the assets to be sold, assigned, transferred and delivered to Purchaser hereunder herein called the "Acquired Assets"):
(i) all cash (including, without limitation, checking account balances, certificates of deposit and other time deposits and petty cash) and marketable and other securities net of overdrafts ("Ca▇▇"), less $250,000 which shall be used to administer the estate of Sellers after the Closing; provided, however, that to the extent that immediately prior to the Closing, Sellers have less than $250,000 in Cash, Purchaser shall pay to Sellers an amount equal to (i) $250,000 less (ii) the amount of Seller's Cash immediately prior to Closing less (iii) the amount of any administrative expenses paid by Sellers at or prior to Closing relating to the administration of the estate of Sellers after the Closing;
(ii) all accounts and notes receivables (whether current or noncurrent) and all causes of action specifically pertaining to the collection of the foregoing;
(iii) all promotional allowances and vendor rebates and similar items; all Tax refunds, rebates, credits and similar items relating to any period, or portion of any period, on or prior to the Closing Date;
(iv) all Intellectual Property, along with all income, royalties, damages and payments derived therefrom, which are due or payable to Sellers as of the Closing or thereafter, including, without limitation, damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover...
Purchase and Sale Assumption of Certain Liabilities. CLOSING 8
2.1 Purchase and Sale. 8 2.2 Net Working Capital 10 2.3 Closing. 12 2.4 Closing Transactions 12 2.5 Apportionment 13 ARTICLE III CONDITIONS TO CLOSING 14
3.1 Conditions to Each Party’s Obligation 14 3.2 Conditions to the Purchaser’s Obligation 14 3.3 Conditions to the Sellers’ Obligation 16
Purchase and Sale Assumption of Certain Liabilities. 19 2.1 Purchase and Sale of Assets 19 2.2 Excluded Assets 21 2.3 Assignment and Assumption of Liabilities 22 2.4 No Other Liabilities Assumed 23 2.5 Revisions to Schedules 25 2.6 Deemed Consents and Cures 26 2.7 Obligations in Respect of Required Consents 26 2.8 Disposition of Designated Remaining Contracts 26 2.9 Post-Closing Assignment of Contracts 27 2.10 Deposit 27 ARTICLE III BASIC TRANSACTION 28 3.1 Purchase Price 28 3.2 Payment of Purchase Price at Closing 28
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
Purchase and Sale Assumption of Certain Liabilities