Purchase and Sale of Purchased Assets Assumption of Liabilities Sample Clauses

Purchase and Sale of Purchased Assets Assumption of Liabilities. 20 Section 2.01 Purchase and Sale of the Purchased Assets 21 Section 2.02 Closing 28 Section 2.03 Purchase Price; Estimated Adjustment at Closing 28 Section 2.04 Closing Deliverables and Closing Actions 29 Section 2.05 Post-Closing Purchase Price Adjustments 31 Section 2.06 Assignment of Certain Purchased Assets 35 Section 2.07 Allocation of Purchase Price and Assumed Liabilities 38 Section 2.08 Escrow Arrangements Generally 39 Section 2.09 Buyer Designees 39 Section 2.10 Foreign Sellers 40 Section 2.11 Withholding 40 Article III REPRESENTATIONS AND WARRANTIES OF PARENT 40 Section 3.01 Existence and Power of Sellers 41 Section 3.02 Authority and Enforceability 41 Section 3.03 Governmental Authorization 41 Section 3.04 Non-Contravention 41 Section 3.05 Financial Statements; No Undisclosed Liabilities 42 Section 3.06 Absence of Certain Changes 43 Section 3.07 Material Contracts 43 Section 3.08 Property 45 Section 3.09 Litigation 46 Section 3.10 Licenses and Permits 46 Section 3.11 Compliance with Laws 47 Section 3.12 Environmental Matters 48 Section 3.13 Intellectual Property and Information 49 Section 3.14 Taxes 53 Section 3.15 Labor Matters 54 Section 3.16 Employee Benefit Matters 55 Section 3.17 Brokers Fees 57 Section 3.18 Title; Sufficiency of Assets 57 Section 3.19 Inventory 58 Section 3.20 Principal Customers and Vendors 58 Section 3.21 Products and Services of the Business 59 Section 3.22 Transactions with Related Parties 59 Section 3.23 Insurance 59 Section 3.24 No Other Representations or Warranties 60
Sample 1
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Purchase and Sale of Purchased Assets Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing (as defined in Article III hereto), (i) each Seller shall sell, assign, transfer, convey and deliver to the Purchaser all of such Seller’s right, title and interest in and to the Purchased Assets and the Purchaser shall purchase such Purchased Assets from each Seller and (ii) the Purchaser shall assume all of the Assumed Liabilities, all in accordance with Schedule 2.1 attached hereto. For the avoidance of doubt, the Purchased Assets relate only to each Seller’s MBC Business and not to any other business of any Seller, including, without limitation, the Retail Business.
Sample 1
Purchase and Sale of Purchased Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Final Closing, Purchaser shall (a) purchase, accept and acquire from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities. The “Purchased Assets” shall consist of the right, title and interest that Seller possesses and has the right to legally transfer in and to all of the properties, assets, rights, titles and interests of every kind and nature, owned, leased, used or held for use by Seller (including indirect and other forms of beneficial ownership), whether tangible or intangible, real, personal or mixed, and wherever located and by whomever possessed, in each case, as the same may exist as of the Final Closing, including the following properties, assets, rights, titles and interests (but, in every case, excluding the Excluded Assets): all cash and cash equivalents, including all marketable securities, certificates of deposit and all collected funds or items in the process of collection at Seller’s financial institutions through and including the Final Closing, and all bank deposits, investment accounts and lockboxes related thereto; all accounts and notes receivable and other such Claims for money due to Seller, including the full benefit of all security for such accounts, notes and Claims, however arising, including arising from the rendering of services or the sale of goods or materials, together with any unpaid interest accrued thereon from the respective obligors and any security or collateral therefor (collectively, “Receivables”); all Owned Real Property and Leased Real Property (collectively, the “Transferred Real Property”) including the Transferred Real Property set forth on Schedule 2.1(c); all machinery, equipment (including test equipment and material handling equipment), hardware, spare parts, tools, gauges, fixtures (including production fixtures), business machines, computer hardware, other information technology assets, furniture, supplies, vehicles, spare parts in respect of any of the foregoing and other tangible personal property including, without limitation, the items listed in Schedule 2.1(d) that does not constitute Inventory (collectively, “Personal Property”); all inventories, raw materia...
Sample 1
Purchase and Sale of Purchased Assets Assumption of Liabilities 
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Related to Purchase and Sale of Purchased Assets Assumption of 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

  • 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.

  • 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;

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • 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

  • 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:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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