Sale and Purchase of Purchased Assets. In accordance with the provisions of this Agreement and except as set forth in Section 2.2, at the Closing, the Seller will, and will cause the other members of the Seller Group to, sell, convey, assign, transfer and deliver to the Purchaser (or one or more subsidiaries of Purchaser), and the Purchaser will purchase and acquire from the Seller Group, free and clear of all Encumbrances, all of the Seller Group’s right, title and interest in and to all of the following assets, (collectively, the “Purchased Assets”):
Sale and Purchase of Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, free and clear of any Encumbrances (except for Permitted Encumbrances), and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing: (i) Buyer will pay to Seller, by check or by wire transfer of immediately available funds, the Closing Cash; and (ii) Buyer will execute and deliver to Seller the Buyer Note.
Sale and Purchase of Purchased Assets. 2.1 The Buyer, relying on the agreements, covenants, representations, warranties, undertakings and indemnities of the Seller herein, hereby agrees to purchase from the Seller and the Seller as legal and beneficial owner hereby agrees to sell to the Buyer on the Closing Date free and clear of all Encumbrances, the Purchased Assets (as defined below) together with all rights, title, benefits and interests of the Seller therein, thereto and thereunder:
Sale and Purchase of Purchased Assets. Subject to the provisions set forth herein, each Seller individually hereby agrees to sell, convey, assign, deliver and transfer, free and clear of all claims, liens, deeds of trust, mortgages, easements, restrictions, encumbrances or security interests of any nature whatsoever, except for Permitted Exceptions (as herein defined), and Buyer hereby agrees to purchase, acquire, accept and assume, upon the terms and conditions hereinafter set forth, its respective interests in and to the following assets (collectively, the “Purchased Assets”): (a) the property consisting of those certain plots, pieces or parcels of land located in Dekalb, Illinois, as more particularly described in Exhibit A hereto (the “Land”), (b) all buildings and all other structures, facilities or improvements presently or hereafter located in or on the Land (collectively, the “Improvements), including, that certain 190 bed skilled nursing facility commonly known as “DeKalb County Rehab & Nursing Facility” and located at 0000 Xxxxx Xxxxx Xxxxxxx Road, Dekalb, IL 60115 (the Land and Improvements hereinafter being collectively referred to as the “Real Property”); (c) together with all fixtures, systems and equipment owned by Seller and attached or appurtenant to, located on, and used solely in connection with the ownership, use, operation or maintenance of the Real Property and/or the DeKalb County Rehab & Nursing Facility (collectively the “Fixtures and Equipment”), (the Fixtures and Equipment together with the Real Property being collectively referred to as the “Facility”); (d) such other items of personal property and equipment owned by Seller and located on or used solely in connection with the ownership, use, operation or maintenance of the Facility, and listed on Schedule 1.1 hereto (the “Personal Property”; (e) all right, title and interest, if any, of Seller to any unpaid award for (i) any taking by condemnation or (ii) any damage to the Land or the Improvements by reason of a change of grade of any street or highway, as specified in Article XIV ; (f) all easements, licenses, rights and appurtenances relating to any of the foregoing; (g) all intangible property owned by Seller used solely in connection with the ownership and/or operation of its Facility listed on Schedule 1.2 hereto; (h) the Warranties (as defined herein); (i) the Permits (as defined herein); (j) any transferable goodwill symbolized and associated with the Facility; and (k) any bed rights and other assets located a...
Sale and Purchase of Purchased Assets. The Seller hereby sells, transfers, assigns and conveys unto the Guarantor and the Guarantor hereby purchases from the Seller, without any legal warranty except and subject to the representations and warranties expressly provided for in the Mortgage Sale Agreement, and together with the full benefit of the rights, priorities and covenants contained in Article 13 thereof, all of the Seller's right all of the Seller’s right, title and interest and benefit in and to the Loans and their Related Security (excluding registered or recorded title to the Related Security related to the Loans which will continue to be held by the Seller) described in Annex A attached hereto (the “Purchased Assets”).
Sale and Purchase of Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to the Purchased Assets as set forth on Schedule 2.1 to this Agreement.
Sale and Purchase of Purchased Assets. 2.1 The Purchaser, relying on the agreements, covenants, representations, warranties, undertakings and indemnities of the Seller herein, hereby agrees to purchase from the Seller and the Seller as legal and/or beneficial owner hereby agree to sell to the Purchaser on the Closing Date free and clear of all Encumbrances, assets, properties and rights related to the TTR Business of every kind and description, wherever located, real, personal or mixed, owned, held or used in the conduct of the TTR Business by Seller as the same shall exist at the Closing Date, including those assets of the TTR Business shown on the Management Accounts and not disposed of in the ordinary course of business (but excluding the Owned Properties) and those assets of the TTR Business thereafter acquired by the Seller (the "PURCHASED ASSETS"), and including, subject to the limitations in Article 2.4, all rights, title, benefits and interests of the Seller in, to and under such of the foregoing as are more specifically described below:-
Sale and Purchase of Purchased Assets. Subject to the terms and conditions contained in this Agreement, at the Closing on the Closing Date, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred, and delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Liens, other than Permitted Liens, all of the Purchased Assets.
Sale and Purchase of Purchased Assets. PURCHASE PRICE; CLOSING 9 Section 2.1 Sale and Purchase of Purchased Assets 9 Section 2.2 Purchase Price 13 Section 2.3 Payment of Purchase Price 15 Section 2.4 Assumed Liabilities 15 Section 2.5 Closing 16 Section 2.6 Tax Allocation 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER 18 Section 3.1 Organization and Standing 18 Section 3.2 Authority; Enforceability 18 Section 3.3 Noncontravention 18 Section 3.4 Consents and Approvals 19 Section 3.5 No Brokers 19 Section 3.6 Reserved 19 Section 3.7 Financial Capacity; Solvency 19 Section 3.8 Litigation 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 19 Section 4.1 Organization; Good Standing 20 Section 4.2 Authority to do Business 20 Section 4.3 Authority, Enforceability 20 Section 4.4 Noncontravention 20 Section 4.5 Subsidiaries 21 Section 4.6 Reserved 21 Section 4.7 Reserved 21 Section 4.8 Undisclosed Liabilities 21 Section 4.9 Tangible Personal Property 22 Section 4.10 Real Property 22 Section 4.11 Reserved 22 Section 4.12 Reserved 22 Section 4.13 Permits; Compliance With Laws and Environmental Regulations 22 Section 4.14 Litigation 23 Section 4.15 Title to Non-Loan Purchased Assets 23 Section 4.16 Reserved 23 Section 4.17 Tax Matters 23 Section 4.18 Intellectual Property 24 Section 4.19 Material Contracts 24 Section 4.20 Reserved 24 Section 4.21 Reserved 24 Section 4.22 Reserved 24 Section 4.23 Reserved 24 Section 4.24 Reserved 24 Section 4.25 Reserved 25 Section 4.26 Absence of Certain Changes or Events 25 Section 4.27 No Brokers 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION 25 Section 5.1 Organization; Good Standing 25 Section 5.2 Authority; Enforceability 25 Section 5.3 Noncontravention 26 Section 5.4 Reserved 26 Section 5.5 Litigation 26 Section 5.6 No Brokers 26 ARTICLE VI PRE-CLOSING COVENANTS 26 Section 6.1 Access to Information 26 Section 6.2 Conduct of Business 27 Section 6.3 Pre-Closing Activities 27 Section 6.4 Efforts to Consummate 27 Section 6.5 No Shop 28 Section 6.6 Notice of Developments 29 Section 6.7 Confidentiality 30 Section 6.8 Defeasance of Chela I Indentures 30 ARTICLE VII CONDITIONS TO CLOSING 30 Section 7.1 Conditions to Obligations of Any Closing 30 Section 7.2 Conditions to Obligations of Initial Closing 31 Section 7.3 Conditions to Obligations of Closing of the Sale of Portfolio B 34 Section 7.4 Conditions to Obligations of Closing of the Sale of Portfolio C 36 Section 7.5 Frustration of Closing Conditions 37 ARTICLE VIII INDEMNIFICATION 38 S...
Sale and Purchase of Purchased Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, MCC shall sell, assign, transfer and deliver to GWW, free and clear of all Liens and Liabilities, 4,801,600 shares of GWW Common Stock (the "Old GWW Shares") and cash in such amount as MCC shall specify to GWW in writing at least two Business Days prior to the Closing Date (the "MCC Cash," and together with the Old GWW Shares, the "Purchased Assets"), and GWW shall purchase, and accept the assignment, transfer and delivery of, the Purchased Assets.
