Purchased Assets and Assumed Liabilities Sample Clauses

Purchased Assets and Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in Section 6.02, Purchaser or its designee shall purchase and acquire from Seller or Sequa UK, and Seller shall transfer, or cause to be transferred, to Purchaser or its designee, all of Seller's or Sequa UK's, if any, right, title and interest in, to or arising under the assets, properties, rights and interests of every kind, nature and description, tangible or intangible, that are owned, used, occupied or held by or for the benefit of Seller or its Affiliates in the operation of the Business, wherever situated, including, without limitation, the assets, properties, rights and interests described in this Section 2.01(a), but excluding the Excluded Assets (such assets, properties, rights and interests collectively, excluding the Excluded Assets, the "Purchased Assets"):
Sample 1
AutoNDA by SimpleDocs
Purchased Assets and Assumed Liabilities. The parties recognize that the listing of Purchased Assets may not be complete and that such listing does not constitute any independent representations or warranties. As a result, the parties will cooperate with each other in order to consummate this Agreement as reasonably contemplated by the parties, it being understood, however, that no liability not specifically listed as an Assumed Liability will become an Assumed Liability if assuming such liability would result in a breach of any representation or warranty of any Seller.
Sample 1
Purchased Assets and Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase and acquire from Seller, and Seller shall sell, assign, convey, transfer, or cause to be transferred, to Purchaser, all of Seller's right, title and interest in, to or arising under the operating assets, properties, rights and interests of every kind, nature and description, tangible or intangible, that are owned, used, occupied or held by or for the benefit of Seller in the operation of the Business, wherever situated, including, without limitation, the assets, properties, rights and interests described in this Section 2.01(a), but excluding the Excluded Assets (such assets, properties, rights and interests collectively, excluding the Excluded Assets, the "Purchased Assets"): the real property of TCT, including land, fixtures and buildings, having the street address 0000 XX Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 more fully described in Schedule 2.01(a)(i) (the "Real Property"); except for the Xxxxxxxxx-Xxxx Inventory referred to in Section 2.02(a)(xv), all finished goods, raw materials and work-in-process inventories owned by Seller at the Closing Date that are used or held for use in the operation of the Business as reflected in the Closing Balance Sheet (the "Inventory"); all trade accounts receivable of Seller due from customers or clients of the Business including unbilled receivables, to the extent relating to the Business as of the Closing Date as reflected in the Closing Balance Sheet (the "Receivables"), but excluding any amounts due from any of Seller's Affiliates (the "Intercompany Accounts"); all furniture, fixtures, machinery, equipment, computers, owned tooling and other tangible property owned by Seller that are used or held for use in the operation of the Business as of the Closing Date, including without limitation those listed on Schedule 2.01(a)(iv) (the "Fixed Assets"); the prepaid expenses, advance payments, deposits, receivables from Transferring Employees and similar assets of Seller to the extent relating to the Business and reflected in the Closing Balance Sheet (the "Prepaids"); all rights, benefits and interests of Seller in and to all contracts, licenses, sublicenses, personal property leases, agreements and commitments relating to the Business, including the Purchase and Sales Orders, Material Contracts and Government Contracts relating to the Business as described in this Agreement (collectively, the "Assigned Contracts"); ...
Sample 1
Purchased Assets and Assumed Liabilities. The Buyer acknowledges having received the Seller's unaudited financial information with respect to the Businesses for the four (4) consecutive 12-month periods, the last one ended November 30, 1997, a copy of which is annexed as Exhibit "I" to Schedule "A" hereto. Subject to the terms of this letter agreement and in reliance on the representations and warranties set out in the certificate of the Seller and Robexx X. Xxxxxxxx xx be delivered on Closing, a copy of which appears as Schedule "B" to this letter agreement, the Buyer hereby offers:
Sample 1
Purchased Assets and Assumed Liabilities. Buyer and SGI agree and acknowledge that (i) the definition of "Purchased Assets" is not intended to apply to the assets, properties and rights used in the conduct of the Business that are held by the Alias Companies and the Subsidiaries, (ii) the definition of "Assumed Liabilities" is not intended to apply to the Liabilities of the Alias Companies and the Subsidiaries and (iii) such assets, properties, rights, contracts and Liabilities are intended to transfer with the Shares by operation of law, except as otherwise expressly provided herein.
Sample 1
Purchased Assets and Assumed Liabilities 
Sample 1Sample 2Sample 3See All (14)

Related to Purchased Assets and Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Assets Not Purchased by Assuming Bank The Assuming Bank does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

Time is Money Join Law Insider Premium to draft better contracts faster.