Sale and Transfer of Assets Closing. 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title, and interest in and to all of Seller's property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, relating to and necessary for the FONU2 Business, including without limitation the following (but excluding the Excluded Assets):
Sale and Transfer of Assets Closing. 8 2.1 Assets to be Sold.................................................................................8 2.2
Sale and Transfer of Assets Closing. 6 Section 2.1 Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.3 Consideration. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.4 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .7 Section 2.5 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 Section 2.6 Closing Obligations . . . . . . . . . . . . . . . . . . . . . .8
Sale and Transfer of Assets Closing. 41 2.1 Assets to Be Sold 41 2.2 Excluded Assets 44 2.3 Consideration 46 2.4 Liabilities 47 2.5 Allocation 51 2.6 Closing 52 2.7 Closing Obligations 54 2.8 Adjustment Amount and Payment 58 2.9 Adjustment Procedure 60 2.10 Consents 64
Sale and Transfer of Assets Closing. 2.1. Assets to be Sold 2.2. Excluded Assets 2.3. Consideration 2.4. Liabilities 2.5. Allocation 2.6. Closing 2.7. Closing Obligations 2.8. Resins
Sale and Transfer of Assets Closing. 2.1. Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the property and assets, real, personal or mixed, tangible and intangible, of every kind and description, of Seller and which relate solely to the Business, including the design, manufacture and sale of the products constituting a part of the Business, including the following (but excluding the Excluded Assets):
Sale and Transfer of Assets Closing. PURCHASE PRICE 10 2.1 Assets to be Sold 10 2.2 Excluded Assets 11 2.3 Consideration. 12 2.4 Liabilities. 12 2.5 Allocation 12 2.9 Closing. 13 2.10 Closing Obligations. 13 2.11 Purchase Price Adjustment. 15 2.12 Consents 16 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 17 3.1 Organization and Good Standing 17 3.2 Enforceability; Authority; No Conflict 17 3.3 Financial Statements. 18 3.4 Books and Records. 18 3.5 Sufficiency of Assets. 18 3.6 Description of Owned Real Property 18 3.7 Description of Leased Real Property. 18 3.8 Title to Assets; Encumbrances 18 3.9 Condition of Facilities 19 3.10 Accounts Receivable 19 3.11 Inventories. 19 3.12 No Undisclosed Liabilities 20 3.13 Taxes 20 3.14 No Material Adverse Change 21 3.15 Employee Benefits 21 3.16 Compliance with Legal Requirements; Governmental Authorizations. 21 3.17 Legal Proceedings; Orders 23 3.18 Absence of Certain Changes and Events. 24 3.19 Contracts; No Defaults 24 3.20 Insurance 25 3.21 Environmental Matters 26 3.22 Employees 27 3.23 Labor Disputes; Compliance 27 3.24 Intellectual Property Assets. 28 3.25 Relationships with Related Persons. 30 3.26 Brokers or Finders 30 3.27 Solvency 30 3.28 Disclosure. 30 3.30 GST Registration. 31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 31 4.1 Organization and Good Standing 31 4.2 Authority; No Conflict 31 4.3 Certain Proceedings. 32 4.4 Brokers or Finders 32
Sale and Transfer of Assets Closing. ..2 Section 1.1 Assets to Be Sold................................................2 Section 1.2 Excluded Assets..................................................2 Section 1.3
Sale and Transfer of Assets Closing. 2.1. Assets to Be Sold.
Sale and Transfer of Assets Closing. 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets real, personal or mixed, tangible and intangible of every kind and description, wherever located (but excluding the Excluded Assets): All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Exhibit 10(a) Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4. Seller delivers all Assets clear and free from all liens and litigations from any and all creditors and lenders, if any. In addition, Seller shall grant Buyer an option to invest in or purchase LAXAI (Avanti Life Sciences Pvt. Ltd. in the form attached hereto as Exhibit 2.1.
