Purchased Assets; Assumed Liabilities Sample Clauses

Purchased Assets; Assumed Liabilities. 10 3.6 Contracts.................................................................................................11 3.7 Employees.................................................................................................11 3.8 Disclaimer of Other Representations and Warranties........................................................11
Sample 1
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Purchased Assets; Assumed Liabilities. The property and assets of the Restaurant consist of (a) the real property described on Exhibit A attached hereto which is currently owned by CEJ (the "Land") and (b) the restaurant building, all other improvements currently existing on such real property and all furniture, fixtures, smallwares, signage, equipment, goodwill, personal property and all other assets, tangible and intangible property and business of every kind, character and nature whatsoever with respect to the Restaurant, including, without limitation, the items set forth on Exhibit A attached hereto (collectively, the "Personal Property") which is owned by CEDA. All of the foregoing Land and Personal Property are hereinafter referred to collectively as the "Assets." Upon and subject to the terms and conditions set forth in this Agreement, Good Times shall purchase all of the Assets from Sellers. Good Times shall not assume any liabilities associated with the Restaurant.
Sample 1
Purchased Assets; Assumed Liabilities. Except for assets disposed of in the ordinary course of business, assets subject to the leases described in Schedule 1.02(a) and Excluded Assets, the Purchased Assets (x) consist of all assets reflected in Section 1.01(a) and (y) include all of the assets which have been used by Seller in the operation of its Business since January 1, 1999. Executive and the Sellers are aware of no outstanding jobs which, individually or in the aggregate, will result in a material loss.
Sample 1
Purchased Assets; Assumed Liabilities. The property and assets of the Restaurant consist of the restaurant building, all other improvements currently existing on the real property, all furniture, fixtures, smallwares, signage, equipment, goodwill, personal property and all other assets, tangible and intangible property and business of every kind, character and nature whatsoever with respect to the Restaurant, including, without limitation, the items set forth on Exhibit A attached hereto (collectively, the "Personal Property"), all of which are currently owned by CEDA Restaurants. All of the foregoing Personal Property are hereinafter referred to collectively as the "Assets." Upon and subject to the terms and conditions set forth in this Agreement, Good Times shall purchase all of the Assets from Seller. Good Times shall not assume any liabilities associated with the Restaurant other than the existing vendor contracts.
Sample 1
Purchased Assets; Assumed Liabilities. Subject to the warranties, representations, terms and conditions set out in this Agreement and the Transaction Documents, the Vendors agree to sell and assign to the Purchaser or its designated Affiliates, and the Purchaser agrees to purchase and assume, or cause its Affiliates to purchase or assume, from the Vendors, the Purchased Assets and the Assumed Liabilities on the Closing Date with effect from the Time of Closing.
Sample 1
Purchased Assets; Assumed Liabilities. (a) Except as set forth on Schedule 3.5(a), the International Network Assets, the US Network Assets and the Call Assets constitute all of the material assets of the Seller and the Seller Subsidiaries used in the IP Network.
Sample 1
Purchased Assets; Assumed Liabilities. (i) At the Closing, Buyer shall purchase from Seller and the Retained Subsidiaries and Seller shall, and shall cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer, 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 all of the Purchased Assets other than the Personal Property (as defined below). Until the Final Closing (as defined in Section 4(a) of this Amendment), Buyer shall not acquire, and Seller and the Retained Subsidiaries shall retain, all right, title and interest in and to all of the fixtures and equipment, signs, furniture and other personal property of any nature installed at the Real Property or otherwise included in the Purchased Assets, including all Gaming Devices (collectively, the “Personal Property”).
Sample 1
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Purchased Assets; Assumed Liabilities a. Good Times shall purchase certain assets of the Restaurant consisting of the furniture, fixtures, equipment and personal property located therein or thereon. The foregoing purchased assets are hereinafter referred to as the “Assets”. All the Assets are being purchased “as is” and “where is”.
Sample 1
Purchased Assets; Assumed Liabilities 
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Related to Purchased Assets; 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:

  • 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”):

  • 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):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • 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 Xxxxxx 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, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or 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.

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

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