Purchase Sale and Assumption Sample Clauses

Purchase Sale and Assumption. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company all of its right, title and interest in and to the Purchased Assets owned, leased, licensed or possessed by the Company, free and clear of all Liens other than Permitted Liens.
Purchase Sale and Assumption. At the Closing, subject to the terms and conditions set forth herein, (a) (i) US Purchaser shall purchase from US Seller, and US Seller shall sell, convey, assign, transfer, and deliver to US Purchaser, the Units, free and clear of any Encumbrances, (ii) Canada Purchaser shall purchase from Canada Seller, and Canada Seller shall sell, convey, assign, transfer, and deliver to Canada Purchaser, Canada Seller’s rights, title and interest in and to the Transferred Assets, and (iii) to the extent not an asset of the Company or otherwise acquired by the Purchasers, the US Purchaser shall acquire all current assets to the extent included in Net Working Capital as finally determined in accordance with Section 1.1(b)(ii), and (b) to the extent not a liability of the Company, the US Purchaser shall assume all current liabilities to the extent included in Net Working Capital as finally determined in accordance with Section 1.1(b)(ii) (such liabilities set forth in clauses (b)(i) and (b)(ii) above being collectively referred to herein as the “Assumed Liabilities”).
Purchase Sale and Assumption. 11 Section 2.1 Purchase and Sale of Assets............................... 11 Section 2.2
Purchase Sale and Assumption. 6 2.1 Purchase and Sale of Purchased Assets. 6 2.2 Assumed Liabilities. 6 2.3 Consideration. 6 2.4 Payment of Purchase Price. 6 2.5 Closing Transactions. 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES FROM SELLER. 8 3.1 Organization and Power 8 3.2 Authorization 8 3.3 No Breach 9 3.4 Regulatory Approvals 9 3.5 Purchased Assets 9 3.6 Litigation; Proceedings 10 3.7 Compliance with Legal Requirements 10 3.8 Tax Matters 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES FROM PURCHASER 12 4.1 Organization and Power 12 4.2 Authorization 12 4.3 No Breach 12 4.4 Regulatory Approvals 12 4.5 Litigation; Proceedings 12 4.6 GST/HST Registration 12 ARTICLE 5 COVENANTS AND OTHER AGREEMENTS 13 5.1 Confidentiality; Press Releases 13 5.2 Confidential Information 13 5.3 Expenses 14 5.4 Mutual Assistance 14 5.5 Full Benefit of Purchased Assets 14 5.6 Further Assurances 15 5.7 Prohibited Names 15 ARTICLE 6 INDEMNIFICATION 15 6.1 Indemnification. 15 6.2 Exclusive Remedy 18 6.3 One Recovery 18 6.4 Duty to Mitigate 19 6.5 Survival 19 ARTICLE 7 MISCELLANEOUS 19 7.1 Time of the Essence 19 7.2 Amendment and Waiver 19 7.3 Notices. 20 7.4 Assignment 20 7.5 Severability 21 7.6 Currency 21 7.7 No Third-Party Beneficiaries 21 7.8 Entire Agreement 21 7.9 Counterparts 21 7.10 Further Assurances 21 7.11 Effective Conveyance 22 7.12 Governing Law and Jurisdiction 22 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020 (the “Closing Date”) by and between Mogo Financial Inc., a Manitoba corporation (“MFI”), Mogo Finance Technology Inc., a British Columbia corporation (“MFTI” and, together with MFI, the “Sellers” and each a “Seller”) and easyfinancial Services, Inc., an Ontario corporation (“Purchaser”). Sellers and Purchaser are collectively referred to herein as the “Parties” and individually as a “Party.”
Purchase Sale and Assumption. Subject to the terms and conditions of this Agreement, at the Effective Time, (i) ABI will deliver the Purchase Price to CSBI, (ii) the Bank will deliver the Designated Assets to CSBI, and (iii) CSBI shall deliver the Bank Stock to ABI, duly endorsed in blank accompanied by valid stock powers, free and clear of any and all liens and encumbrances of any and every nature whatsoever, and assume the Designated Liabilities.
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Purchase Sale and Assumption. Buyer hereby agrees to buy from Seller and Seller hereby agrees to sell, transfer and assign to Buyer, in either case at the Sale Date, all right, title and interest of Seller in and to the Servicing Rights. Such sale shall be without recourse except as provided in this Agreement. Buyer agrees to assume all obligations in connection with the Servicing Rights arising on and after the Sale Date, subject to the approval of FNMA prior to the applicable Transfer Date.
Purchase Sale and Assumption. 2.1 Purchase Price, Assumption of Liabilities and Transfer of Assets. At the Closing, and subject to the terms and conditions set forth in this Agreement, Seller shall convey, assign and transfer to Purchaser and Purchaser shall purchase from Seller all of Seller's right, title and interest in and to the Branch Offices and the Assets. In consideration for the Assets and Branch Offices, Purchaser shall assume at the Closing the Liabilities of Seller and shall pay to Seller the Purchase Price. Seller shall also transfer to Purchaser all of Seller's rights and benefits under any Contracts and the Records of Seller related to any Liability assumed or Asset acquired by Purchaser.
Purchase Sale and Assumption. 20 2.01 Purchase, Sale and Assumption 20 2.02 Purchase Price Adjustment 20 2.03 Earn-Out Payment 22 2.04 Further Assurances; Consent of Third Parties 24 2.05 Purchaser Designees; Assignment and Assumption Agreement 25 2.06 Allocation of Purchase Price 25 2.07 Withholding 26 2.08 Purchase of Other Verticals 26 ARTICLE III. CLOSING. 29 3.01 Date of Closing 29 3.02 Deliveries 29
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