Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Asset Purchase Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than ten (10) Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase, acquire and accept from Seller, free and clear of Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of (i) the tangible assets and properties located at the Facility, including the tangible assets and properties set forth below, and (ii) the intangible assets, properties and rights specifically listed below, in each case other than the Excluded Assets (the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser and the Purchaser shall purchase and acquire from the Seller all of the Seller’s right, title and interest of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, used or held for use in connection with the Business, as the same shall exist on the Closing Date, including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, including, without limitation, the following:
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 the Purchased Assets. Section 2.1 Purchase and Sale 10 Section 2.2 Purchase Price 11 Section 2.3 No Assumed Obligations 12 Section 2.4 Excluded Assets 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 3.1 Organization 12 Section 3.2 No Conflicts 12 Section 3.3 Authorization 13 Section 3.4 Ownership 13 Section 3.5 Governmental and Third Party Authorizations 14 Section 3.6 No Litigation 14 Section 3.7 Solvency 14 Section 3.8 Tax Matters 15 Section 3.9 No Brokers’ Fees 15 Section 3.10 Employee Benefit Matters 15 Section 3.11 Compliance with Laws 15 Section 3.12 Licensed Products 16 Section 3.13 Regulatory Approval 16 Section 3.14 Counterparty Agreement 17 Section 3.15 First Agreement and Second Agreement 19 Section 3.16 UCC Matters 20 Section 3.17 Margin Stock 20 Section 3.18 Investment Company Act 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Section 4.1 Organization 20 Section 4.2 No Conflicts 21 Section 4.3 Authorization 21 Section 4.4 Governmental and Third Party Authorizations 21 Section 4.5 No Litigation 21 Section 4.6 Access to Information 22 Section 4.7 No Competitor 22 Section 4.8 UCC Matters 22 ARTICLE V COVENANTS
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement and the terms and conditions of the Settlement Agreement and the Cooperation Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Liens, other than the Permitted Exceptions, all of Sellers' right, title and interest in, to and under the following assets, properties and rights owned or held by any Seller on the Closing Date (collectively, the "Purchased Assets"):
Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing (or, to the extent applicable, at the relevant Deferred Closing), free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but excluding any Excluded Assets and excluding any assets, properties and businesses owned by a Purchased Subsidiary) as the same shall exist as of the relevant Effective Time (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets to the extent owned, held or used primarily in the conduct of the Business:
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions of this Agreement, at and as of the Closing Date, Seller shall sell, assign, convey, transfer and deliver, or cause to be sold, assigned, conveyed, transferred and delivered, to Purchaser, and Purchaser shall purchase and acquire and take assignment and delivery from Seller and, with respect to certain Assigned Contracts, Seller’s Affiliates, all of Seller’s and, with respect to certain Assigned Contracts, Seller’s Affiliates’, right, full title and interest, free and clear of any Encumbrances (other than Permitted Encumbrances), in each and all of the Purchased Assets. “Purchased Assets” shall mean all properties, assets, interests and rights of every nature, tangible and intangible of Seller and, with respect to certain Assigned Contracts, Seller’s Affiliates’, real or personal, now or existing or hereafter acquired, whether or not reflected on the books or financial statements of Seller constituting or otherwise relating to the Facility, and in any event, including the following assets:
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall, or shall cause its relevant Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear from all Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase, acquire and accept from Seller, and such Affiliates of Seller, all right, title and interest of Seller and such Affiliates in and to the Purchased Assets.
Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall cause each Asset Selling Entity to sell, convey, assign and transfer to Purchaser (or its Permitted Designee), and Purchaser (or its Permitted Designee) shall purchase, acquire and accept from each Asset Selling Entity, free and clear of all Liens other than Permitted Liens, all of such Asset Selling Entity’s right, title and interest in (a) all of the assets, properties and rights owned, held or used by such Asset Selling Entity primarily relating to the Business but excluding the Excluded Assets, as the same may exist on the Closing Date and (b) the following, as the same may exist on the Closing Date (collectively, the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions set forth herein, at the Closing, Seller shall, and shall cause any of its Subsidiaries to, sell, transfer, assign, convey and deliver to Purchaser or any Designated Purchaser, and Purchaser shall purchase, acquire, assume and accept from Seller all of Seller’s or any of Seller’s Subsidiaries’ right, title and interest in, to and under, as of the Closing (in each case, free and clear of any and all Encumbrances or Claims, other than Permitted Encumbrances), all assets, properties and rights related to or used in the Business, other than the Excluded Assets, whether tangible and intangible, real, personal and mixed, whether now owned or hereafter acquired by Seller or its Subsidiaries, whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto, including the following, but in each case excluding the Excluded Assets (collectively, the “Purchased Assets”):