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

Purchase and Sale of Purchased Assets Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s rights, title and interest in and to the Purchased Assets, free and clear of any and all Liens (other than Permitted Liens), in exchange for (a) Buyer’s payment of the Purchase Price as set forth herein, and (b) Buyer’s assumption of the Assumed Liabilities; and (ii) Buyer shall assume, be responsible for and agree to fully discharge the Assumed Liabilities.
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Purchase and Sale of Purchased Assets Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions set forth herein, on the Closing Date each of the Asset Sellers shall sell, convey, transfer, assign and deliver to the Asset Purchaser, and the Asset Purchaser shall purchase from each of the Asset Sellers, all of the Assets of the Asset Seller of every kind and nature except: (a) Tax refunds; (b) all interests of the Asset Seller of every kind and nature in the CMS/TemPro Resources of Nashville, LLC Savings and Retirement Plan ("Nashville 401(k) Plan") and the CMS Management Services 401(k) Plan ("CMS 401(k) Plan"); (c) the corporate and limited liability company minute books and stock and membership records of the Asset Sellers; and (d) any Account Receivable to the extent that it has not been collected in full within 180 days after the day on which it first becomes due and payable (the "Purchased Assets").
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Purchase and Sale of Purchased Assets Assumption of Assumed Liabilities. 2.1 Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens except for Permitted Exceptions. The “
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Purchase and Sale of Purchased Assets Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions set forth herein, on the Closing Date the Seller shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the following assets of the Seller: (a) all equipment, furniture, supplies, fixtures and other tangible personal property and all warranties and claims pertaining thereto; (b) all Accounts Receivable; (c) all Intellectual Property Assets; (d) all Contracts for the provision of Staffing Services Business; (e) all leasehold interests in real or personal property listed in the Disclosure Schedules; and (f) all books, records, information and data, of every type and in whatever form recorded, related to the Seller's Staffing Services Business, including, but not limited to, all customer lists and records and purchase and sales information (collectively the "Purchased Assets") free and clear of all Encumbrances.
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Purchase and Sale of Purchased Assets Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Purchased Assets Assumption of 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

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • 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:

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • 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 Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • 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.

  • 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:

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