Purchase of Assets Assumption of Liabilities. At the Closing, WWCI shall sell, transfer, convey, assign and deliver to DOR the Assets. In consideration of the assignment of the Assets by WWCI, at the Closing, DOR shall assume and agree to timely and fully pay and perform the Assumed Liabilities. The “Assets” means an undivided forty nine percent (49%) of the Oil & Gas Interests acquired by WWCI from SOI pursuant to the APA, including the rights, duties, obligations and liabilities of ownership of such Oil & Gas Interests, subject, however, to the following exception or modification and the exception set forth in Section 3. In lieu of acquiring an undivided forty nine percent (49%) record title interest in and to the each of the Leases, this Agreement will include and WWCI will convey to DOR an undivided forty nine percent (49%) operating right interest in and to each of the Leases with respect to depths from the surface of the earth down to and including the depth of 100,000 feet (the “Operating Right Depths”). All references hereafter in this Agreement to the Leases, or to any other Oil & Gas Interests (as defined in the APA), shall be deemed to be limited, where a depth would be applicable, to the Operating Right Depths. The “Assumed Liabilities” means an undivided forty nine percent (49%) of the liabilities and obligations arising under the APA and the rights, duties, obligations and liabilities of ownership of the Assets from and after the Effective Time, but specifically excluding any liabilities and obligations (i) arising under the Leases and the APA with respect to the plugging, abandonment, removal, restoration and decommissioning obligations (including, without limitation, “Final Decommissioning” as defined in the APA) with respect to those xxxxx, platforms, facilities and pipelines in existence as of the Effective Time and constituting part of the Assets and (ii) to fund the Escrow Account, as defined in the Escrow Agreement provided for in the APA (the “Excluded Liabilities”).
Purchase of Assets Assumption of Liabilities. Buyer shall purchase all assets and assume all liabilities and obligations to any Transferred Employees for (x) holiday and vacation pay and sick pay arising on and after the Petition Date, and (y) base wages, and payroll Taxes relating thereto, for the period commencing on the first day of a regular payroll period that begins prior to, and ends after, the Closing Date, which regular payroll period shall not exceed 14 days. At the Closing, Buyer shall purchase all assets and assume all liabilities and obligations Back to Contents to all employees of the Business holiday and vacation pay and sick pay, whether arising before or and after December 7, 2003. Buyer shall assume and promptly indemnify Sellers from all liabilities and obligations for severance pay to employees of the Business who are terminated after the date of this Agreement (other than employees who were provided notice of termination prior to the date hereof). Notwithstanding any of the foregoing, Sellers shall pay all bonuses in respect of any period ending on or before December 31, 2003.
Purchase of Assets Assumption of Liabilities. (a) At the Closing, subject to the terms and conditions of this Agreement, Household Bank shall purchase from Sellers and Sellers shall sell, assign, transfer, convey and, other than as expressly otherwise provided in Section 3.6 hereof or in the Servicing Agreement or the Program Agreement, deliver to Household Bank (or, in accordance with the Transfer and Assumption Agreement, to HFC and HRSI Funding, Affiliates of Household Bank designated by Household Bank to receive the Securitization Assets), against payment of the Closing Purchase Price all of Sellers' right, title and interest as of the Cut-off Time in and to the Credit Card Assets. To the extent Credit Card Assets are owned by subsidiaries of the Company other than NBGL or SCC, Sellers shall fulfill their obligations hereunder by causing such subsidiaries to convey such Credit Card Assets to Household Bank.
Purchase of Assets Assumption of Liabilities. 9 2.1 Purchase of Assets and Assumption of Liabilities 9 2.2 Purchase Price 11 2.3 Purchase Price Adjustments 11 2.4 Calculation and Payment of the Closing Date Purchase Price 11 2.5 Holdback 12 2.6 Determination of Purchase Price Adjustments; Closing Statement of Assets and Assumed Liabilities; Final Payment 13 2.7 Closing and Closing Deliveries 16 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 18 3.1 Organization 18 3.2 Business and Business Name 18 3.3 Due Authorization 18 3.4 No Breach 18 3.5 Clear Title 19 3.6 Condition and Sufficiency of Assets 19 3.7 Litigation 19 3.8 Labor Matters 20 3.9 DEA Compliance 20 3.10 Employee Benefits 20 3.11 Income Statement and Preliminary Statement of Assets and Assumed Liabilities 21 3.12 Absence of Certain Developments 21 3.13 Intellectual Property 23 3.14 Compliance with Laws 24 3.15 Operating Contracts 24 3.16 Real Estate 25 3.17 Books and Records 26 3.18 Employees and Employee Related Commitments 26 3.19 Permits 27 TABLE OF CONTENTS (continued) Page 3.20 Insurance 27 3.21 Brokers 27 3.22 Environmental Matters 27 3.23 Debt Instruments 28 3.24 Customers and Suppliers 28 3.25 Adequacy of Properties 28 3.26 Absence of Certain Business Practices 28 3.27 Trade Regulation 28 3.28 Inventories 29 3.29 Certain Arrangements 29 3.30 Tax Matters 29 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 30 4.1 Organization 30 4.2 Due Authorization 30 4.3 No Breach 31 4.4 Brokers 31 ARTICLE 5 INDEMNIFICATION 31 5.1 Indemnification by the Company 31 5.2 Indemnification by the Purchaser 32 5.3 Procedure for Indemnification 32 5.4 Dispute Resolution 34 5.5 Effect of Insurance 35 ARTICLE 6 CERTAIN TAX MATTERS 36 6.1 Income and Transfer Taxes 36 6.2 Non-foreign Person Affidavit 36 6.3 Allocation of Purchase Price 36 6.4 Post-Closing Access and Cooperation 36 ARTICLE 7 PERFORMANCE FOLLOWING THE CLOSING DATE 37 7.1 Further Acts and Assurances 37 7.2 Non-Competition Agreement 37 TABLE OF CONTENTS (continued) Page 7.3 Non-Solicitation Agreement 38 7.4 Confidential Information 38 7.5 Reasonableness of Covenants 38 7.6 Injunctive Relief 38 7.7 Blue Pencil Doctrine 39 7.8 Employee Retention 39 7.9 Consents 40 7.10 Inventory Count and Pricing 40 7.11 Employee Restrictive Covenant Agreements 41 7.12 Excluded Trade Payables 41 7.13 New Operating Contracts; Shoreview Call Center 41 ARTICLE 8 MISCELLANEOUS 41 8.1 Survival of Representations and Warranties, Covenants and Agreements 41 8.2 Preservation of and Access to Records 42 8.3 C...
Purchase of Assets Assumption of Liabilities. (a) At the Closing, subject to the terms and conditions of this Agreement:
Purchase of Assets Assumption of Liabilities. 1.1 Certain capitalized terms are defined in Section 8.1.
Purchase of Assets Assumption of Liabilities. (A) Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined), Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, (i) the Real Property, (ii) all equipment, furniture, furnishings, fixtures, inventories, supplies and all other tangible personal property located on the Real Property and the Facility (collectively, the "Personal Property") (iii) goodwill, going concern and all existing warranties and guaranties (express or implied) with respect to the Real Property or the Personal Property, (iv) all rights of Seller in, to and under all assignable contracts, leases and other agreements, and any amendments or modifications thereto (collectively, "Contracts") used or useful in the operation of the Facility as of the date hereof or made or entered into by Seller between the date hereof and the Closing Date in compliance with this Agreement (collectively, the "Facility Agreements"), including but not limited to any admission agreements entered into in the ordinary course of business with residents of the Facility (collectively, the "Resident Agreements"); provided, however, Purchaser may, in its sole discretion, decline to assume any such Contract, and (v) copies of all of the books, records, accounts, files, logs, ledgers and journals pertaining to or used in the operation of the Facility, other than Excluded Assets (collectively referred to as the "Property"). The term Property shall not include the following assets as they shall exist on or before the Closing Date: Seller's cash balances; Seller's accounts receivable; and all books and corporate records of Seller (the "Excluded Assets"),
Purchase of Assets Assumption of Liabilities. 2.1 Purchase of Assets and Assumption of Liabilities.....................11
Purchase of Assets Assumption of Liabilities. Section 2.1
Purchase of Assets Assumption of Liabilities
