Sale of Assets and Assumption of Liabilities. 12 Section 2.1 Sale and Transfer of Assets 12 Section 2.2 Excluded Assets 15 Section 2.3 Assumed Liabilities 16 Section 2.4 Excluded Liabilities 18 ARTICLE III PURCHASE PRICE AND ADJUSTMENTS 19 Section 3.1 The Purchase Price 19 Section 3.2 Adjustment to Cash Purchase Price 19 Section 3.3 Ballistics Earn-Out 21 Section 3.4 Allocation of Purchase Price 23 ARTICLE IV THE CLOSING 24 Section 4.1 The Closing 24 Section 4.2 Deliveries by the Seller 24 Section 4.3 Deliveries by the Purchaser 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER 25 Section 5.1 Existence 25 Section 5.2 Authorization 26 Section 5.3 Binding Agreement 26 Section 5.4 No Conflicts 26 Section 5.5 Governmental Approvals; Consent 26 Section 5.6 Inventory 27 Section 5.7 Accounts Receivable 27 Section 5.8 Financial Statements 27 Section 5.9 Absence of Certain Changes 28 Section 5.10 Personal and Real Property 28 Section 5.11 Contracts 29 Section 5.12 Capital Expenditures 30
Sale of Assets and Assumption of Liabilities. Section 2.1 Sale and Transfer of Assets 13 Section 2.2 Excluded Assets 14 Section 2.3 Assumed Liabilities 15 Section 2.4 Excluded Liabilities 16 Section 2.5 Non-Assignable Contracts 17 Section 2.6 Shared Business Contracts 18 Section 2.7 Missed or Unscheduled Contracts 18 Section 2.8 Names and Marks 18 ARTICLE III PURCHASE PRICE AND ADJUSTMENTS Section 3.1 Purchase Price 19 Section 3.2 Adjustment to Purchase Price 19 Section 3.3 Allocation of Purchase Price 21 ARTICLE IV
Sale of Assets and Assumption of Liabilities. Sale of Assets. 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"), Seller will sell, convey, assign and transfer the Assets to Buyer, and Buyer will purchase the Assets from Seller. To the extent that either of the Members has any right, title or interest in any of the Assets, the Members shall join the Seller in selling, conveying, assigning and transferring the Assets to Buyer. The Assets shall be free and clear of any claims or Encumbrances (as defined in Section 2.6), and shall include all of Seller's right, title and interest in and to all real, personal and mixed property, rights, benefits and privileges, both tangible and intangible, wheresoever situated or located, owned, leased, used or held for use by Seller in connection with the conduct and operations of the Business. The Assets shall include all such assets existing on the date hereof and all such assets acquired between the date hereof and the date immediately preceding the Closing Date (as defined in Section 1.3 below). The Assets shall include all of Seller's and each Member's right, title and interest in, to and under the following: Contracts. All contracts, commitments, agreements, promises, leases, --------- arrangements, undertakings and licenses (whether oral or written, express or implied) which relate to the Business (the "Assumed Contracts"), including those set forth on Schedule 1.1(a)(i) attached hereto, which Seller and Members represent to be a complete list of such items as of the date hereof;
Sale of Assets and Assumption of Liabilities. The Seller shall sell all of its assets as of the Closing Date for a total price to be paid to Seller equal to the aggregate of the Non-Assumed Liabilities (the "Cash Purchase Price") as defined in (S)1.3 of this agreement, and except for the Non-Assumed Liabilities, Purchaser shall assume all of the liabilities of Seller as such liabilities shall exist on the Closing Date. All of such liabilities as of September 1, 1997 are listed on schedule 1.2. (S)1.3 Liabilities Not Assumed Purchaser shall not and does not assume the liability and obligation of Seller for the following loans plus accrued
Sale of Assets and Assumption of Liabilities. 2.1 Asset Purchase ----------------------- Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing (subject to Sections 2.4(e) and 2.5), Seller shall sell, assign, transfer, convey and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Seller all of Seller's right, title and interest in and to the Purchased Assets. Purchaser and Seller acknowledge and agree that Seller is not transferring to Purchaser, and Purchaser is not acquiring, any of the Excluded Assets.
Sale of Assets and Assumption of Liabilities. 1 Section 1.1 Transfer and Sale of Purchased Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 2 Section 1.4 Excluded Liabilities 2 ARTICLE II. PURCHASE PRICE AND ALLOCATION 3 Section 2.1 Purchase Price 3 Section 2.2 Allocation 3 Section 2.3 Withholding of Taxes 3 ARTICLE III. CLOSING 3 Section 3.1 Closing 3 Section 3.2 Seller Closing Deliveries 4 Section 3.3 Buyer Closing Deliveries 5 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER 5 Section 4.1 Organization, Standing and Power 5 Section 4.2 Consents, Authorization and Enforceability 6 Section 4.3 Title to Purchased Assets 6 Section 4.4 Non-Contravention 6 Section 4.5 Compliance with Law 6 Section 4.6 Litigation and Claims 6 Section 4.7 Intellectual Property 7 Section 4.8 Taxes 9 Section 4.9 No Other Agreements to Sell the Purchased Assets 9 Section 4.10 Brokers and Finders 10 Section 4.11 Full Disclosure 10
Sale of Assets and Assumption of Liabilities. 1.1. Sale of Assets 1.2. Assets
Sale of Assets and Assumption of Liabilities. This Agreement constitutes a sale of the Assets only and is not a sale of any interest in Seller. Buyer is not assuming and shall not be responsible for the payment of any liabilities or obligations of Seller whatsoever, except as expressly set forth herein.
Sale of Assets and Assumption of Liabilities. 1.1 Effective Date and Closing 1
Sale of Assets and Assumption of Liabilities. Buyer and Carey Agri agrees to cause Newco to buy those certain assets of the Cxxxxxy and assume those certain liabilities of the Company as set for on the schedules to that certain Asset Purchase Agreement, attached thereto as EXHIBIT E ("ASSET PURCHASE AGREEMENT") and on the terms and conditions set forth herein and herein.
