Sale and Purchase of Assets Assumption of Liabilities. The consummation of the transactions provided for herein (the "Closing") shall take place at the offices of Seller at such time and place as the parties may hereto agree in writing (the "Closing Date"), provided, however, the Closing shall take place on the date that is the later to occur of (i) the date that the temporary liquor licenses for the Businesses have been issued to Buyer by the Florida Division of Alcoholic Beverages and Tobacco, or (ii) the date that Buyer has received a firm commitment for financing for the purchase of the Businesses on terms reasonably acceptable to Buyer; provided, however, the Closing shall not take place unless ten (10) business days have passed after the date that Buyer receives Seller's Uniform Franchise Offering Circular without Buyer's exercising any rescission rights available to Buyer under applicable franchise law. On the Closing Date:
Sale and Purchase of Assets Assumption of Liabilities. The consummation of the transactions provided for herein (the "Closing") shall take place at the offices of Seller upon such date and at such time as is designated by Seller in writing (the "Closing Date"), provided, however, the Closing shall take place on or after the date that is the later to occur of (i) the date that the temporary liquor licenses for the Existing Restaurants have been issued to Buyer by the applicable state licensing authority governing the sale of alcoholic beverages, or (ii) the date that Buyer has received a firm commitment for financing for the purchase of the Existing Restaurants on terms reasonably acceptable to Buyer (Buyer agrees that terms not materially different form those described in the Uniform Franchise Offering Circular dated November 18, 1997, delivered to Controlling Principal on May 16, 1998 and Supplement to Item 19 dated October 15, 1997, delivered to Controlling Principal on May 16, 1998 are acceptable to Buyer). Closing is currently planned for September 4, 1998 (effective September 7, 1998), but may be rescheduled by Seller in its sole discretion. On the Closing Date and at the Closing:
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 10 2.02 Excluded Assets 10 2.03 Assumption of Liabilities 11 2.04 Deemed Assignment of Contracts; Cooperation 12 2.05 Purchase Price and Related Matters 14 2.06 Adjustment of Closing Cash Payment 14 2.07 Dispute Resolution 16 2.08 Purchase Price Allocation 16 2.09 The Closing 17 2.10 Further Assurances 18
Sale and Purchase of Assets Assumption of Liabilities. 4 SECTION 2.1. Purchase and Sale.................................................................................4 SECTION 2.2. Acquired Assets and Excluded Assets...............................................................5 (a) Acquired Assets.................................................................5 (b) Excluded Assets.................................................................6
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 7 2.02 Excluded Assets 8 2.03 Assumption of Liabilities 8 2.04 Deemed Assignment of Contracts 9 2.05 Purchase Price and Related Matters 10 2.06 Adjustment of Stock Payment 10 2.07 Escrowed Shares 11 2.08 Allocation 11 2.09 The Closing 12 2.10 Further Assurances 13
Sale and Purchase of Assets Assumption of Liabilities a. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver the Assets to Buyer, and Buyer shall purchase, accept, assume and receive the Assets from Seller, free and clear of all Encumbrances, other than Permitted Encumbrances, for the consideration set forth in this Agreement. The sale, transfer, assignment and conveyance of the Assets shall be made by the execution and delivery at Closing of a xxxx of sale substantially in the form of Exhibit A attached hereto (the “Xxxx of Sale”), an Assignment of Seller’s leasehold estate (containing approximately 816 acres) substantially in the form of Exhibit B attached hereto (the “Assignment of Leasehold”), and such other instruments of assignment, transfer and conveyance as the Buyer shall reasonably request with respect to any other Real Property.
Sale and Purchase of Assets Assumption of Liabilities. 1.1. Pursuant to the terms and conditions of this Agreement, Seller hereby agrees to sell, and Buyer hereby agrees to purchase, the Assets listed on Exhibit A hereto.
Sale and Purchase of Assets Assumption of Liabilities. 1.1 Sale and Purchase of Assets Upon the terms and subject to the conditions contained herein, on the Closing Date (as defined in Section 3), Seller shall sell, convey, transfer and deliver to Buyer and Buyer will purchase and accept from Seller, all of the assets used in connection with the Acquired Business (the "Purchased Assets"), including without limitation the following:
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 2.02 Excluded Assets 2.03 Assumption of Liabilities
Sale and Purchase of Assets Assumption of Liabilities. Subject to all of the terms and conditions of this Agreement, as of the closing date set forth in Section 7 below(the "Closing Date"), Seller shall sell, assign and transfer to Buyer the Assets and Buyer shall accept such sale, assignment and transfer and shall assume the Liabilities.
