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

Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. (a) Subject to all of the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement, Buyer shall purchase and accept from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, on the dates and in the manner specified in this article 2, all of Seller's right, title, and interest in the Purchased Assets.
Sample 1
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Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. 7 Section 2.1. Purchase and Sale of Purchased Assets ................ 7 Section 2.2. Assumption of Liabilities ............................ 7 Section 2.3. Purchase Price ....................................... 7 Section 2.4. Payment of the Purchase Price at Closing ............. 7 Section 2.5. Allocation of Purchase Price ......................... 7 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER AND TRACE FOAM .................................................. 8
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. 13 Section 2.1. Purchase and Sale of Purchased Assets; No Other Assets Purchased 13 Section 2.2. Assumption of Assumed Liabilities 14 Section 2.3. Excluded Liabilities 15 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION; PRORATION 15 Section 3.1. Purchase Price 15 Section 3.2. Payments at or before Closing 16 Section 3.3. Adjustment of Estimated Amounts 16 Section 3.4. Allocation of Purchase Price 17 Section 3.5. Proration; Other Closing Date Adjustments 18 ARTICLE IV TAXES 19 Section 4.1. Sales, Transfer and Use Taxes 19 Section 4.2. Information Reports 19 Section 4.3. Taxes Related to the Branches 19 ARTICLE V CLOSING 19 Section 5.1. Closing Date 19 Section 5.2. Seller’s Deliveries 19 Section 5.3. Purchaser’s Deliveries 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 22 Section 6.1. Organization 22 Section 6.2. Authority 22 Section 6.3. Non-Contravention 22 Section 6.4. Compliance with Law 23 Section 6.5. Legal Proceedings 23 Section 6.6. Community Reinvestment Act 23 Section 6.7. Real Property Matters 23 Section 6.8. Tenants; Leases 23 Section 6.9. Title to Purchased Assets 23 Section 6.10. Loans 24 Section 6.11. Deposits 25 Section 6.12. Environmental Matters 26 Section 6.13. Employment Contracts 26 Section 6.14. Books and Records 26 Section 6.15. Consents and Approvals 26 i Section 6.16. Tax Matters 26 Section 6.17. Insurance 26 Section 6.18. No Broker 27 Section 6.19. XXX Documentation 27 Section 6.20. Effect of Representations and Warranties 27 Section 6.21. Limitations on and Disclaimer of Representations and Warranties and Purchaser’s Release in Connection Therewith 27 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT 28 Section 7.1. Organization 28 Section 7.2. Authority 28 Section 7.3. Non-Contravention 28 Section 7.4. Legal Proceedings 29 Section 7.5. Consents and Other Regulatory Matters 29 Section 7.6. WARN Act 30 Section 7.7. Capital Available 30 Section 7.8. No Broker 30 Section 7.9. Effect of Representations and Warranties 30 Section 7.10. Community Reinvestment Act 30
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. 10 Section 2.1. Purchase and Sale of Purchased Assets....................................................................................... 10 Section 2.2. Assumption of Assumed Liabilities............................................................................................ 11 Section 2.3. No Other Assets Purchased; Unassignable Assets and Liabilities.............................................. 11 Section 2.4. Excluded Liabilities..................................................................................................................... 12 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION; PRORATION............................................................................................................................................................. 12 Section 3.1. Purchase Price............................................................................................................................. 12 Section 3.2. Payments at Closing.................................................................................................................... 12 Section 3.3. Post-Closing Consents and Second Closing................................................................................ 13 Section 3.4. Adjustment of Estimated Amounts.............................................................................................. 13 Section 3.5. Allocation of Purchase Price....................................................................................................... 14 Section 3.6. Proration; Other Closing Date Adjustments................................................................................ 15
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor, certain assets in connection with the business of selling time share units at the Resort, which consists of promissory notes in the approximate amount of $2.0 million and unsold inventory of time share units (collectively, the "Purchased Assets"), and the Purchaser covenants and agrees to assume and be responsible for certain liabilities in connection with the business of selling time share units at the Resort, which consists primarily of commissions payable (collectively, the "Assumed Liabilities"), all as more particularly set out and described in Schedule 2.2 attached hereto.
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Purchased Assets 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.

  • 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

  • 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:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

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

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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