Sale and Purchase of Assets Assumption of Assumed Obligations Sample Clauses

Sale and Purchase of Assets Assumption of Assumed Obligations. 2.1 Purchase and Sale of Assets 2.2 Assignment of Permits and Contracts 2.3 Certain Provisions Regarding Assignments
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Sale and Purchase of Assets Assumption of Assumed Obligations. 16 3.1 Purchased Assets 16 3.2 Assignment of Contracts and Licenses 17 3.3 Excluded Assets 19 3.4 Assumed Obligations 20 3.5 Prorations 21
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Sale and Purchase of Assets Assumption of Assumed Obligations. 20 2.1 Purchase and Sale of Assets........................................................ 20 2.2 Assignment of Permits and Contracts................................................ 22
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Sale and Purchase of Assets Assumption of Assumed Obligations. 2.1Purchased 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 the following Assets, including all of Seller's right, title and interest in and to the following Assets:
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Sale and Purchase of Assets Assumption of Assumed Obligations. 7 2.1 Purchased Assets. 7 2.2 Assignment of Contracts and Permits 8 2.3 Excluded Assets 8 2.4 Assumed Obligations 8 2.5 No Other Liabilities Assumed 8 ARTICLE III - PURCHASE PRICE AND PAYMENT 9 3.1 Payment of Purchase Pric 9 3.2 Performance Payments. 9 3.3 Prorations 10 3.4 Allocation of Consideration 11 3.5 Penalties for Late Payment 11 ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER 11 4.1 Due Incorporation, etc 11 4.2 Due Authorization 11 4.3 Consents and Approvals; No Conflicts, etc 12 4.4 No Adverse Effects or Changes 12 4.5 Title to Properties 13 4.6 Intellectual Property. 14 4.7 Equipment; Personal Property 14 4.8 Inventory. 14 4.9 Accounts Receivable 14 4.10 Computer System 14 4.11 Contracts 15 4.12 Insurance 16 4.13 Employment and Labor Matters. 16 4.14 [intentionally omitted] 16 4.15 Taxes. 17
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Sale and Purchase of Assets Assumption of Assumed Obligations. 2.1 Purchase and Sale of Assets. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller and Marconi IP, as the case may be, shall sell, assign, convey, transfer and deliver to the Purchaser, and, with respect to the Inventory only, AFCNA, free and clear of any Liens other than Permitted Liens, and the Purchaser and, with respect to the Inventory only, AFCNA, shall purchase and acquire from the Seller and Marconi IP, as the case may be, and take assignment and delivery from the Seller and Marconi IP, as the case may be, of all of the Seller’s or Marconi IP’s, as the case may be, right, title and interest in and to the following (wherever located, unless otherwise specifically stated, and other than the Excluded Assets):
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Sale and Purchase of Assets Assumption of Assumed Obligations 
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Related to Sale and Purchase of Assets Assumption of Assumed Obligations

  • 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.

  • 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

  • Sale and Purchase of Assets Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:

  • 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 of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Sale and Transfer of Assets Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:--

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