Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Assets 13 Section 2.2 Excluded Assets 14 Section 2.3 Assumption of Liabilities 15 Section 2.4 Excluded Liabilities 15 Section 2.5 Purchase Price. 15 Section 2.6 Escrow Fund 15 Section 2.7 Contingent Payment. 16 Section 2.8 Closing 16 Section 2.9 Ancillary Agreements 16 Section 2.10 Deliveries by Buyer 17 Section 2.11 Deliveries by Seller 17 Section 2.12 Nonassignability of Assets 18 Section 2.13 Affiliate Acquisitions 19 Section 2.14 Post-Closing Transition Services 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.1 Organization and Qualification 19 Section 3.2 Subsidiaries 20 Section 3.3 Corporate Authorization 20 Section 3.4 Consents and Approvals 20 Section 3.5 Non-Contravention 20 Section 3.6 Binding Effect 21 Section 3.7 Financial Statements. 21 Section 3.8 Litigation and Claims 22 Section 3.9 Taxes 22 Section 3.10 Reserved. 22 Section 3.11 Compliance with Laws 22 Section 3.12 Intellectual Property. 23 Section 3.13 Reserved. 26 Section 3.14 Contracts 26 Section 3.15 Territorial Restrictions 27 Section 3.16 Absence of Changes 27 Section 3.17 Confidentiality 27 Section 3.18 Assets 27 Section 3.19 Title to Property. 27 Section 3.20 Operation of the Business. 28 Section 3.21 Absence of Liabilities 28 Section 3.22 Warranties/Product Liability 28 Section 3.23 Insurance 29 Section 3.24 Finders’ Fees 29 Section 3.25 Continued Employment 29 Section 3.26 Seller Products and Inventory. 29 Section 3.27 Export Controls, Trade Sanctions and Certain Payments. 29 Section 3.28 Disclosure 30 ARTICLE IV
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, at the Closing:
Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and shall cause the Selling Subsidiaries to sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller and the Selling Subsidiaries, as applicable, all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following, in each case, free and clear of all Encumbrances, except Permitted Encumbrances:
Purchase and Sale of the Business. Subject to the terms and conditions of this Agreement (including the provisions of Section 10(c)(ii)), Seller agrees to sell, assign, convey, transfer and deliver, or cause such sale, assignment, conveyance, transfer and delivery by Seller's affiliates, to Buyer, as of the Closing Date, and Buyer agrees to purchase and take assignment and delivery from Seller as of the Closing Date, of all of Seller's rights, title and interest in the following assets relating to the Business (the "Purchased Assets"):
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Assets......................................13 Section 2.2 Excluded Assets..................................................15 Section 2.3
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall sell, convey, assign, transfer and deliver to Purchasers, and Purchasers shall purchase, acquire, accept and pay for, all of Seller’s right, title and interest in all of the properties, assets, and other rights that are (i) owned by Seller (the “Owned Assets”) or (ii) leased by, or licensed to, the Seller (the “Leased Assets”) on the Closing Date (collectively, but subject to the final sentence of this Section 2.1, the “Assets”). AGA shall acquire, accept, and pay for, all of Seller’s right, title and interest in the Assets and Business. Notwithstanding anything to the contrary set forth in this Agreement, Seller retains, and the Assets do not include (i) any right of Seller under this Agreement (including the right to receive payment under Section 2.3 and Exhibit 2.3 of this Agreement and pursuant to the Note the form of which is attached as Exhibit 2.3(a)(i) to this Agreement) and the AGA AB and AGA Guarantee Agreement (the “Agreement Rights”), and (ii) any right that Seller has to seek or collect a purchase price adjustment from The BOC Group that results from the post-closing purchase price adjustment proceeding pursuant to Section 2.05 of the BOC Sale Agreement (the “Purchase Price Adjustment Claim” and together with the Agreement Rights, the “Excluded Assets”).
Purchase and Sale of the Business. 2.1 Purchase and Sale of Assets
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.................................12 Section 2.2 Closing.........................................................13 Section 2.3 Post-Closing Adjustments........................................14 Section 2.4 Deliveries by Purchaser or the Local Purchasers.................18 Section 2.5 Deliveries by Seller and the Local Sellers......................18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERS
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.
Purchase and Sale of the Business. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Boston Scientific shall sell, convey, assign and transfer, or cause Guidant and/or its Affiliates to sell, convey, assign and transfer, to Purchaser all the assets (including, where applicable, stock or other equity interests of subsidiaries of Guidant (“Shares”)), rights, properties and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, that are used primarily in, or related primarily to (with “primarily” being determined by taking into account revenues, assets, personnel, registrations and other relevant factors), the Business (together with, to the extent available, the right to bring an Action for the infringement or other violation thereof prior to the Closing and the right to recover and retain all damages or proceeds therefrom) (the “Assets”), and Purchaser shall purchase the Assets; provided, however, that, subject to Section 5.11, at Xxxxxx’x election (which shall be exercised as promptly as practicable after the date hereof), the Assets of any subsidiaries of Guidant, the assets of which are used primarily in, or related primarily to, the Business, may be purchased by Purchaser by purchasing Shares rather than the applicable Assets, in which case the parties shall cooperate with respect to the transfer from such subsidiaries of any assets that are not Assets, any Liabilities that are not Assumed Liabilities and any employees who are not Transferred Employees. For the purposes of this Agreement, references to the Business shall be deemed to include the Assets and the Shares if the context so requires.
