Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities Sample Clauses

Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.01 Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. 15 Section 2.1. Purchase and Sale of Purchased Assets; Pre-Closing Adjustments; No Other Assets Purchased 15 Section 2.2. Assumption of Assumed Liabilities; Pre-Closing Adjustments; No Other Liabilities Assumed 17
Sample 1
Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. 4 Section 2.1. Purchase and Sale of Assets; No Other Assets Purchased 4 Section 2.2. Assumed Liabilities. 5 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION 6 Section 3.1. Purchase Price. 6 Section 3.2. Payment at Closing. 6 Section 3.3. Adjustment of Estimated Payment Amount. 6 Section 3.4. Proration; Other Closing Date Adjustments. 7 ARTICLE IV TAXES AND REGULATORY MATTERS 8 Section 4.1. Sales, Transfer and Use Taxes. 8 Section 4.2 Regulatory Matters .8 ARTICLE V CLOSING 9 Section 5.1. Closing Date. 9 Section 5.2. Seller's Deliveries 10 Section 5.3. Purchaser’s Deliveries. 10 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 10
Sample 1
Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.1 Purchase and Sale of Transferred Business 22 Section 2.2 Assumption of Liabilities 27 Section 2.3 Sale and Transfer of Servicing 28 Section 2.4 Effect of Multiple Closings 28 Section 2.5 Effect of Secondary Sales 29 ARTICLE III
Sample 1
Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities 
Sample 1Sample 2Sample 3See All (15)

Related to Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities

  • 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.

  • 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:

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • 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

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Time is Money Join Law Insider Premium to draft better contracts faster.