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, including, but not limited to, the following (but excluding the Excluded Assets):
Sale and Transfer of Assets Closing. (1) Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase and acquire from Seller 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, as set forth on Schedule 1 (the "Assets") but excluding the "Excluded Assets". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or operations of the company except as herein otherwise provided.
Sale and Transfer of Assets Closing. 1.1 Sale of Asset Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby (the "Closing"), the Seller will sell, convey, assign and transfer the Assets to the Buyer, and the Buyer will purchase and acquire the Assets from the Seller, free and clear of any claims or Encumbrances (as defined in Section 2.6). The Assets shall include all of the Seller's right, title and interest in and to the following as at the Closing Date (as defined in Section 1.3 below): (i) Intellectual Property. All rights in and to patents and patent applications, registered or unregistered trademarks, service marks, and trademark or service mark registrations and applications, trade names, logos, designs, Internet domain names, slogans and general intangibles of like nature, together with all goodwill relating to the foregoing, copyrights, copyright registrations, renewals and applications, Software (as defined in Section 2.7(h), licenses, agreements and all other proprietary rights, which relate to the use and exploitation of the Assets (collectively, the "Intellectual Property"). Intellectual Property shall also include all technology and proprietary information developed by any employee, consultant or agent of the Seller during the course of their employment, consultancy or agency with the Seller; (ii) Permits and Licenses. All rights of the Seller with respect to permits, approvals, orders, authorizations, consents, licenses, certificates and all pending applications therefor (collectively, "Permits"), which have been issued or granted to, or are owned or used by, the Seller in connection with the ownership or use of the Assets; 1.2 Consideration. In consideration of the sale, transfer and assignment to the Buyer of the Assets, at the Buyer shall issue and deliver to the Seller in consideration for the issue to the Seller, on Closing, an aggregate of 10,000,000 common shares in the capital of the Buyer (the " Shares"). 1.3 The Closing. The parties acknowledge and agree that: (a) the Closing will take place contemporaneously with the completion of the Share Purchase subject to the satisfaction or waiver of the Closing conditions set forth in Articles 5 and 6 of this Agreement including, on or before December 31, 2005 (the "Closing Date"); (b) the Seller has agreed with Keydata LLP that on Closing, the Seller will deliver 10,000,000 ...
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, as approved by the Bankruptcy Court, and the Sale Order, effective as of the Effective Time, or the effective date of subsequently executed and delivered Designation Assignment and Assumption Agreements pursuant to Section 2.12(b), as applicable, to the fullest extent permitted by Sections 105, 363 and 365 of the Bankruptcy Code, Sellers shall sell, convey, assign, transfer and deliver to Buyer, both directly and as Agent's assignee of rights (or Buyer's designated subsidiaries or affiliates), and Buyer, both directly and as Agent's assignee of rights, shall purchase and acquire from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind and description, relating to or used by Sellers in connection with Sellers' interior and underhood business, including such business and any other business conducted at the Facilities set forth on Schedule 2.1(a) hereto (the "Acquired Business"), including, but not limited to the following (but excluding the Excluded Assets and as adjusted after the date of this Agreement for items that are Buyer-Excluded Assets and Liabilities and that are not designated pursuant to Section 2.12, as the case may be):
Sale and Transfer of Assets Closing. 2.1 Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of any Encumbrances, all of Seller’s right, title, and interest in and to the following:(d) the Acquired Formulas;(e) all of the intangible rights and property of Seller in the Acquired Formulas, including any Intellectual Property Assets of Seller in the Acquired Formulas; (f) all of Seller’s rights, if any, to prevent unauthorized disclosure of the Acquired Formulas; and(g) all of Seller’s rights to any claim, action, cause of action, lawsuit, arbitration, litigation, or royalties available to or being pursued by Seller against any third party with respect to the Acquired Formulas or Intellectual Property Assets, except to the extent arising out of or related solely to the Manufacturing Techniques or other assets of Seller not included in the Sale.The foregoing property and assets transferred to Seller by Buyer are collectively called the “Acquired Assets.” In the Sale, Buyer shall acquire no assets other than as set forth in this Agreement. Buyer shall not acquire any Manufacturing Techniques, trademarks, service marks, trade names, going concern value, or goodwill.2.2 Consideration. The consideration for the Sale is Forty Three Million dollars ($43,000,000.00) (the “Purchase Price”), payable in accordance with the provisions of Section 2.6(b). 7 2.3 Liabilities.
Sale and Transfer of Assets Closing. Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer (or shall cause to be sold and transferred) the Assets to Buyer, and Buyer shall purchase, pay for, and accept the Assets from Seller.Purchase Price; Deposit Amount. Subject to any adjustments that may be made under Section 2.05, the purchase price for the Assets will be FIFTEEN MILLION SEVEN HUNDRED AND EIGHTY THOUSAND AND NO/100 DOLLARS ($15,780,000) (the “Purchase Price”). Contemporaneously with the execution of this Agreement, Buyer has deposited, by wire transfer in same day funds into an escrow account (the “Escrow Account”) established pursuant to the terms of a mutually agreeable Escrow Agreement (the “Escrow Agreement”), an amount equal to the Deposit Amount. The Deposit Amount shall be held by the Escrow Agent, and if the Closing timely occurs, on or before the Closing Date, the Parties shall execute and deliver to the Escrow Agent a joint instruction letter directing the Escrow Agent to release the Deposit Amount (less amounts retained in escrow pursuant to Section 11.06 and Section 11.11), plus interest earned thereon, to Seller at the Closing, which Deposit Amount, or portion thereof, plus interest earned thereon, shall be applied as a credit toward the Preliminary Amount payable at the Closing as provided in Section 2.05(a). If this Agreement is terminated prior to the Closing in accordance with Section 9.01, then the provisions of Section 9.02 shall apply, and the distribution of the Deposit Amount, plus interest earned thereon, shall be governed in accordance therewith.Closing; Preliminary Settlement Statement. The consummation of the Contemplated Transaction (the “Closing”) shall take place at the offices of Seller at 717 Texas Avenue, Suite 2000, Houston, Texas 77002, on or before October 1, 2020, or if all conditions to Closing under Article 7 and Article 8 have not yet been satisfied or waived on that date, within ten (10) Business Days after such conditions have been satisfied or waived, subject to the provisions of Article 9 (the “Closing Date”). Not later than five (5) Business Days prior to the Closing Date, Seller will deliver to Buyer a statement setting forth in reasonable detail Seller’s reasonable determination of the Preliminary Amount based upon the best information available at that time (the “Preliminary Settlement Statement”). As part of the Preliminary Settlement Statement, Buyer shall provide to Seller such data ...
Sale and Transfer of Assets Closing