Purchase and Sale of the Transferred Assets. (a) At the Principal Closing and upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Asset Sellers to sell, assign, transfer, convey and deliver to Buyer (and Sapphire agrees to cause any of their other Subsidiaries that own Principal Business Transferred Assets and do not constitute Transferred Entities to sell, assign, transfer, convey and deliver to Buyer), and Buyer agrees to, or to cause its Affiliates or Permitted Designees to, purchase, acquire and accept from the Asset Sellers (and such other Subsidiaries of Sapphire, if any) all of the Asset Sellers’ (and of such other Subsidiaries of Sapphire, if any) right, title and interest in and to the Principal Business Transferred Assets; provided, however, that the sale of the Put Option Assets under the Transfer Agreements are subject to the exercise of Put Option.
Purchase and Sale of the Transferred Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, General Motors shall cause the Assets Sellers to sell and transfer to the Buyer (or one or more Buyer Designees), and the Buyer (or one or more Buyer Designees) shall purchase and acquire from the Assets Sellers, the Transferred Assets, free and clear of all Encumbrances.
Purchase and Sale of the Transferred Assets. 1 1.1. Purchase and Sale of Assets 1 1.2. Excluded Assets 4 1.3. Assumption of Liabilities 5 1.4. Retained Liabilities 5 1.5. Closing Date Consideration 6 1.6. Closing; Delivery and Payment 6 1.7. Taxes and Fees 8 1.8. Intended Tax Treatment 9 1.9. Wrong Pocket Assets 9 1.10. Consents 10 1.11. Contingent Payments 11 1.12. Product Sale 15 1.13. Unblocking Licenses 16
Purchase and Sale of the Transferred Assets. Subject to the terms and conditions set forth in this Agreement, including Section 2.2 hereof, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the right, title and interest of the Seller in, to and under all of the assets exclusively relating to the Business free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “Transferred Assets”), including:
Purchase and Sale of the Transferred Assets. The Seller shall, or shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transfer, assign and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicable, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller’s and each of its Affiliates’ right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assets, rights and properties referred to in this Section 2.01(b), collectively, the Transferred Assets):
Purchase and Sale of the Transferred Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, subject to Section 5.18, TDY shall sell, convey, assign, transfer and deliver to Buyer (or one or more Affiliates of Buyer designated by Buyer to purchase any of the Transferred Assets or any of the Shares (a "Buyer Designee")), and Buyer (or such Buyer Designee) shall purchase, acquire and accept from TDY, all right, title and interest of TDY in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Purchase and Sale of the Transferred Assets. Subject to Section 2.07, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, and shall cause each of the other Asset Sellers to, sell, transfer, convey and assign to Buyer or the applicable Buyer Designee, free and clear of all Liens other than Permitted Liens, and Buyer shall and shall cause each applicable Buyer Designee to purchase, acquire and accept from each Asset Seller, all of such Asset Seller’s right, title and interest in and to the Transferred Assets. For purposes of this Agreement, “Transferred Assets” shall mean all of the assets, properties and rights, wherever located (unless a location is specifically identified in this Agreement), of Seller or any of its Subsidiaries, (i) that are primarily used, or held for use in, the Business (except, in each case, (A) where a different standard is expressly used in Section 2.03(a) through Section 2.03(t) with respect to a delineated asset, property or right, or (B) where there is an express limitation set forth in Section 2.03(a) through Section 2.03(t) with respect to a delineated asset, property or right), together with (ii) those assets described in Section 2.03(a) through Section 2.03(t) below; provided, that notwithstanding anything to the contrary in this Section 2.03, (I) “Transferred Assets” shall not in any event include any of the Retained Assets, and (II) it is acknowledged and agreed that Buyer shall obtain indirect ownership of any assets, properties or rights that are owned, leased or licensed by any Transferred Entity, or any JV Entity by virtue of its acquisition of the Transferred Interests and JV Interests:
Purchase and Sale of the Transferred Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (except with respect to the Business Employee Benefit Plans and the Assigned Lease (subject to the terms of Section 2.08(d)), at the date of termination of the Employee Lease Term), Seller shall, and shall cause its Affiliates to, sell, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens other than Permitted Liens, and Purchaser shall purchase, acquire, assume and accept from Seller and its Affiliates, pursuant to agreements, notifications, or other instruments in such form, reasonably satisfactory to Purchaser, all of Seller’s and each such Affiliate’s right, title and interest in and to the following assets, properties, rights and contracts (other than the Excluded Assets and excluding, for the avoidance of doubt, any cash or Investment Assets that are transferred to Purchaser or to the Trust Account in connection with the transactions contemplated by the Reinsurance Agreement or pursuant to the terms of Sections 2.07 , 2.09 and 2.10 ), in each case that exist as of the Closing Date (such assets, properties, rights and contracts to be purchased, acquired, assumed and accepted by Purchaser being referred to herein as the “Transferred Assets”):
Purchase and Sale of the Transferred Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, including Section 2.15, 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, 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 Transferred Subsidiary) as the same shall exist as of the Effective Time, #88639600v31 including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following assets to the extent owned by Seller or any Retained Subsidiary immediately prior to the Effective Time (collectively, the “Transferred Assets”):
Purchase and Sale of the Transferred Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of the Transferred Assets. Title to and ownership of the Transferred Assets shall be vested in the Buyer on the Closing Date following Seller’s receipt of the Purchase Price.
