Sale and Purchase of Assets and Assumption of Liabilities Sample Clauses

Sale and Purchase of Assets and Assumption of Liabilities. Section a.. The Purchase and Sale. Upon the terms and subject to all of the conditions set forth herein, at the Closing, the Seller shall sell, convey and deliver to the Buyer and the Buyer shall purchase from the Seller, on a going concern basis, free and clear of all Liens, all of Seller s right, title and interest in and to the assets, properties and business (excepting only Excluded Assets) of every kind and description, wherever located, personal or real, tangible or intangible, owned or held by Seller and used or held for use in the Business (collectively, the "Purchased Assets"), including, without limitation, all right, title and interest of Seller in, to and under:
Sample 1
AutoNDA by SimpleDocs
Sale and Purchase of Assets and Assumption of Liabilities. 1 1.1Sale and Purchase of Assets 1 1.2Assumption of Liabilities 1 1.3Closing Transactions 2 1.4Allocation of the Purchase Price 2 1.5Nonassignable Contracts 3 CONDITIONS TO CLOSING 3 2.1Conditions to Buyer’s Obligations 3 2.2Conditions to Seller’s Obligations 4 REPRESENTATIONS AND WARRANTIES OF SELLER 4 3.1Organization and Corporate Power 5 3.2Subsidiaries 5
Sample 1
Sale and Purchase of Assets and Assumption of Liabilities 
Sample 1Sample 2Sample 3See All (6)

Related to Sale and Purchase of Assets and Assumption of Liabilities

  • 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:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • 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.

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

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