Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and pursuant to (i) a Xxxx of Sale substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”) and (ii) the IP Assignment Agreements, the Purchaser agrees to purchase from the Seller, Neenah-Wausau Asset Purchase Agreement and the Seller agrees to sell, transfer, convey, assign and deliver to the Purchaser, all of the Acquired Assets at the Closing for the consideration specified in Section 2.2 below, free and clear of any Security Interest; provided, however, that the Additional Inventory shall be delivered pursuant to Section 2.4 below.
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1 SECTION 1.1 Purchase and Sale 1 SECTION 1.2 Acquired and Excluded Assets 1 SECTION 1.3 Assumed and Excluded Liabilities 7 SECTION 1.4 Purchase Price 11 ARTICLE II The Closing; Purchase Price Adjustments 11 SECTION 2.1 Closing Date 11 SECTION 2.2 Transactions to be Effected at the Closing 11 SECTION 2.3 Working Capital Adjustment 12 SECTION 2.4 Intercompany Trade Payable 14 ARTICLE III Representations and Warranties of Sellers 14 SECTION 3.1 Organization, Standing and Power 14 SECTION 3.2 Authority 14 SECTION 3.3 No Conflicts. 15 SECTION 3.4 Compliance with Applicable Laws 15 SECTION 3.5 Financial Statements 16 SECTION 3.6 Absence of Certain Changes 17 SECTION 3.7 Litigation; Decrees 18 SECTION 3.8 Title to Acquired Assets 18 SECTION 3.9 Leased Real Property 19 SECTION 3.10 Personal Property 19 SECTION 3.11 Inventory 19 SECTION 3.12 Accounts Receivable 19 SECTION 3.13 Intellectual Property and Specified Brands 20 SECTION 3.14 Insurance 21 SECTION 3.15 Contracts 21 SECTION 3.16 Sufficiency of Acquired Assets 23 SECTION 3.17 Employee Benefits 23 SECTION 3.18 Environmental Matters 25 SECTION 3.19 Taxes 26 SECTION 3.20 Labor Matters 26 SECTION 3.21 Suppliers and Customers 27 SECTION 3.22 Affiliate Transactions 27 SECTION 3.23 Brokers 28 SECTION 3.24 Computer Hardware; Computer Software; Data 28 SECTION 3.25 Capital Expenditures 29 ARTICLE IV Representations and Warranties of Purchaser 29 SECTION 4.1 Organization, Standing and Power 29 SECTION 4.2 Authority 29 SECTION 4.3 Available Funds 31 SECTION 4.4 Litigation 31 SECTION 4.5 Brokers 31 ARTICLE V Covenants 31 SECTION 5.1 Conduct of Business 31 SECTION 5.2 Access to Information 32 SECTION 5.3 Governmental Approval, Etc. 32 SECTION 5.4 Third Party Consents 33 SECTION 5.5 Expenses 35 SECTION 5.6 Brokers or Finders 35 SECTION 5.7 No Additional Representations 35 SECTION 5.8 Certain Information 36 SECTION 5.9 Bulk Transfer Laws 38 SECTION 5.10 Cooperation of the Parties 38 SECTION 5.11 Allocation; Tax Matters 38 SECTION 5.12 Computer Software 41 SECTION 5.13 Ancillary Documents 43 SECTION 5.14 Prorated Charges 43 SECTION 5.15 Schedules 43 SECTION 5.16 Inconsistencies 43 SECTION 5.17 Additional Intellectual Property Provisions 44 SECTION 5.18 Insurance 45 SECTION 5.19 Guarantees of Sellers 45 SECTION 5.20 Intentionally left blank 45 SECTION 5.21 UST Financial Assurance 45 SECTION 5.22 Compliance with Environmental Transfer Statutes 46 SECTION 5.23 Intentionally left blank 46 SECTION 5.24 Financial Statements 46 SE...
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1 1.1 Purchase and Sale of the Acquired Assets 1 1.2 Excluded Assets 2 1.3 Assumption of Certain Liabilities 3 1.4 Excluded Liabilities 3 1.5 Assumption/Rejection of Certain Contracts 4 Article II Consideration; Payment; Closing 5 2.1 Consideration; Payment 5 2.2 Deposit 6 2.3 Closing; Escrow 7
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Xxxx of Sale substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale”), Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, assign and deliver to Purchaser, all of the Acquired Assets at the Closing for the consideration specified in Section 2.2 below, free and clear of any Security Interest; provided that, as described in the Xxxx of Sale, the conveyance, assignment and transfer of the Deferred Purchased Intellectual Property shall be effective only upon Seller’s receipt of the Final Earn-Out Payment.
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1 Section 1.1 Purchase and Sale of the Acquired Assets 1 Section 1.2 Excluded Assets 4 Section 1.3 Assumption of Certain Liabilities 6 Section 1.4 Excluded Liabilities 7 Section 1.5 Assumption/Rejection of Certain Contracts / Non-Assignment 10 Section 1.6 Excluded Asset Designation 12 Section 1.7 EIC 12 ARTICLE II CONSIDERATION; PAYMENT; CLOSING 12 Section 2.1 Consideration; Payment 12 Section 2.2 Deposit; Purchase Price Adjustment Escrow 13 Section 2.3 Closing 15 Section 2.4 Closing Deliveries by Sellers 15 Section 2.5 Closing Deliveries by Purchaser 16 Section 2.6 Withholding 16 Section 2.7 Purchase Price Adjustment 16
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) Section 1.2(a)(iv) of the Agreement is hereby deleted and replaced in it entirety to read as follows:
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. Purchase and Sale of Shares --------------------------------------------------------------
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein, in the Sale Order, and in the Canadian Sale Recognition Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “
Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities
