Common use of The Acquisition Clause in Contracts

The Acquisition. 2.01 At the Effective Date, and upon and subject to the terms and conditions of this Agreement, the parties mutually covenant and agree as follows: (a) Vendor shall sell, convey and assign to Purchaser all right, title and interest of Vendor in and to the Purchased Assets free and clear of all liens, pledges, security interests, charges, restrictions or encumbrances of any nature whatsoever, except for those described in Schedule "H" annexed hereto; and (b) Purchaser shall purchase and accept the Purchased Assets from Vendor and assume the Assumed Contracts in exchange for the consideration described in Article 3.00. 2.02 On the Effective Date, Purchaser shall assume all of the obligations and liabilities first arising or occurring under the Assumed Contracts after the Effective Date. Except for these obligations, the Purchaser shall not assume or be deemed to have assumed any liability or obligation of the Vendor whatsoever. 2.03 Vendor does not agree to sell or assign, and Purchaser does not agree to purchase or assume, any assets, liabilities and obligations not described in paragraphs 2.01 or 2.02 of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary set forth herein, Purchaser shall not purchase or assume any of the following: (a) Vendor's cash in hand or in banks and other readily liquid working capital as of the close of business on the Effective Date, including Vendor's accounts and other receivables, money market certificates, stocks, bonds, and Vendor's automobiles and other vehicles; (b) Vendor's claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights or recoupment (including any such right relating to the payment of Taxes) except those relating to the Purchased Assets or the Business arising after the Effective Date; (c) (i) any contract, lease or other obligation that relates to the Purchased Assets or the Business and is not otherwise specifically assigned to Purchaser under this Agreement or (ii) any contract, lease or other obligation whatsoever not relating to the Purchased Assets or the Business; (d) (i) Vendor's corporate charter, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Vendor as a corporation or (ii) any of the rights of Vendor under this Agreement; (e) any duty or liability of any type whatsoever with respect to any employee or to any pension or profit sharing plan or other employee benefit; or (f) (i) any liability for income, transfer, sales, use, and other Taxes, including any such Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because Vendor is transferring the Purchased Assets), (ii) any liability of Vendor for the unpaid Taxes of any person or entity under United States Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (iii) any obligation of Vendor to indemnify any person or entity (including any Shareholder) by reason of the fact that such person or entity was a director, officer, employee, or agent of Vendor or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (iv) any liability of Vendor for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (v) any liability or obligation of Vendor under this Agreement (or under any related agreement between Vendor on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement). 2.04 The consummation of the purchase and sale of the Purchased Assets shall take place by way of the mutual exchange of documents under appropriate trust conditions at the Closing Time on the Closing Date at the offices of the Escrow Agent, unless another date or place is agreed to in writing by the parties hereto.

The Acquisition. 2.01 At Upon the Effective Date, and upon terms and subject to the terms and conditions of this Agreement, at the parties mutually covenant and agree as follows: Closing, (a) Vendor the Equity Selling Entities shall sell to the Equity Buying Entities, and the Equity Buying Entities shall purchase from the Equity Selling Entities, the Acquired Equity Interests, with full title guarantee and together with all rights attached or accruing to such Acquired Equity Interests at the Closing (including the right to receive any dividend, distribution or return of capital declared, paid or made on or after the Closing), (b) Seller Parent shall cause the Asset Selling Entities to, sell, assign, transfer, convey and assign to Purchaser all right, title and interest of Vendor in and deliver to the Purchased Assets Asset Buying Entities, and the Asset Buying Entities shall purchase and accept from the Asset Selling Entities, the Additional Transferred Assets, in each case, free and clear of any and all liensLiens, pledgesother than Permitted Liens and (c) the Asset Buying Entities shall assume the Assumed Liabilities and agree to pay, security interestshonor, charges, restrictions or encumbrances of any nature whatsoever, except for those discharge and perform such Assumed Liabilities when and to the extent due and payable (the transactions described in Schedule "H" annexed hereto; and clauses (a), (b) Purchaser shall purchase and accept (c) of this Section 1.02, collectively, the Purchased Assets from Vendor and assume the Assumed Contracts “Acquisition”). The aggregate consideration payable in exchange for the consideration described in Article 3.00. 2.02 On the Effective Date, Purchaser shall assume all respect of the obligations Acquisition shall be (x) the Estimated Closing Cash Consideration (payable as set forth in Section 1.04 and liabilities first arising or occurring under subject to adjustment as set forth in Section 1.05) and (y) the Assumed Contracts after Contingent Additional Amount pursuant to the Effective Date. Except for these obligationsterms of, and subject to the conditions set forth in, the Purchaser shall not assume or be deemed to have assumed any liability or obligation of the Vendor whatsoever. 2.03 Vendor does not agree to sell or assign, and Purchaser does not agree to purchase or assume, any assets, liabilities and obligations not described in paragraphs 2.01 or 2.02 of this Contingent Additional Amount Agreement. Without limiting the foregoing and notwithstanding Notwithstanding anything to the contrary set forth herein, Purchaser shall not purchase no Buyer Party or assume Asset Buying Entity is purchasing, pursuant to this Agreement or any other Transaction Document or any of the following: (a) Vendor's cash in hand Transactions, Seller Parent’s or in banks and other readily liquid working capital as of the close of business on the Effective Date, including Vendor's accounts and other receivables, money market certificates, stocks, bonds, and Vendor's automobiles and other vehicles; (b) Vendor's claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights or recoupment (including any such right relating to the payment of Taxes) except those relating to the Purchased Assets or the Business arising after the Effective Date; (c) (i) any contract, lease or other obligation that relates to the Purchased Assets or the Business and is not otherwise specifically assigned to Purchaser under this Agreement or (ii) any contract, lease or other obligation whatsoever not relating to the Purchased Assets or the Business; (d) (i) Vendor's corporate charter, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Vendor as a corporation or (ii) any of the rights of Vendor under this Agreement; (e) any duty its Subsidiaries’ right, title or liability of any type whatsoever with respect interest in, to any employee or to any pension or profit sharing plan or other employee benefit; or (f) (i) any liability for income, transfer, sales, use, and other Taxes, including any such Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because Vendor is transferring the Purchased Assets), (ii) any liability of Vendor for the unpaid Taxes of any person or entity under United States Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (iii) any obligation of Vendor to indemnify any person or entity (including any Shareholder) by reason of the fact that such person or entity was a director, officer, employee, or agent of Vendor or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (iv) any liability of Vendor for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (v) any liability or obligation of Vendor under this Agreement (or under any related agreement between Vendor on asset or property that is not a Transferred Asset or Acquired Equity Interest. Specifically, Seller Parent’s and its Subsidiaries’ right, title or interest in, to and under any Excluded Asset is not being conveyed to any Buyer Party or Asset Buying Entity. Notwithstanding anything to the one hand and Purchaser on the other hand entered into on or after the date of this Agreement). 2.04 The consummation contrary herein, none of the Buyer Parties, Asset Buying Entities or any Affiliate thereof shall assume or be obligated to pay, honor, discharge or perform any Business Retained Liability. Seller Parent and its Subsidiaries, as the case may be, will remain liable to pay, honor, discharge and perform the Business Retained Liabilities when and to the extent due and payable. The Buyer Parties shall not be obliged to sell or purchase any Acquired Equity Interests or Additional Transferred Assets unless the sale and sale purchase of all the Purchased Acquired Equity Interests and all Additional Transferred Assets shall take place by way of the mutual exchange of documents under appropriate trust conditions at the Closing Time on the Closing Date at the offices of the Escrow Agent, unless another date or place (subject to Section 1.08) is agreed to in writing by the parties heretocompleted simultaneously.

The Acquisition. 2.01 At the Effective Date, and upon and subject to the terms and conditions of this Agreement, the parties mutually covenant and agree as follows: : (a) Vendor AVL shall sell, convey and assign to Purchaser all right, title and interest of Vendor AVL in and to the Purchased Assets free and clear of all liens, pledges, security interests, charges, restrictions or encumbrances of any nature whatsoever, except for those described in Schedule "H" annexed hereto; and (b) Purchaser shall purchase and accept the Purchased Assets from Vendor AVL and assume the Assumed Contracts in exchange for the consideration described in Article 3.00. 2.02 On the Effective Date, Purchaser shall assume all of the obligations and liabilities first arising or occurring under the Assumed Contracts after the Effective Closing Date. Except for these obligations, the Purchaser shall not assume or be deemed to have assumed any liability or obligation of the Vendor AVL whatsoever. 2.03 Vendor AVL does not agree to sell or assign, and Purchaser does not agree to purchase or assume, any assets, liabilities and obligations not described in paragraphs 2.01 or 2.02 of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary set forth herein, Purchaser shall not purchase or assume any of the following: (a) VendorAVL's cash in hand or in banks and other readily liquid working capital as of the close of business on the Effective Date, including VendorAVL's accounts and other receivables, money market certificates, stocks, bonds, and VendorAVL's automobiles and other vehicles; (b) VendorAVL's claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights or recoupment (including any such right relating to the payment of Taxes) except those relating to the Purchased Assets or the Business arising after the Effective Date; (c) (i) any contract, lease or other obligation that relates to the Purchased Assets or the Business and is not otherwise specifically assigned to Purchaser under this Agreement or (ii) any contract, lease or other obligation whatsoever not relating to the Purchased Assets or the Business; (d) (i) VendorAVL's corporate charter, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Vendor AVL as a corporation or (ii) any of the rights of Vendor AVL under this Agreement; (e) any duty or liability of any type whatsoever with respect to any employee or to any pension or profit sharing plan or other employee benefit; or (f) (i) any liability for income, transfer, sales, use, and other Taxes, including any such Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because Vendor AVL is transferring the Purchased Assets), (ii) any liability of Vendor AVL for the unpaid Taxes of any person or entity under United States Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (iii) any obligation of Vendor AVL to indemnify any person or entity (including any Shareholdershareholder) by reason of the fact that such person or entity was a director, officer, employee, or agent of Vendor AVL or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (iv) any liability of Vendor AVL for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (v) any liability or obligation of Vendor AVL under this Agreement (or under any related agreement between Vendor AVL on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement); or (g) those assets set forth on Schedule "T" attached hereto. 2.04 The consummation of the purchase and sale of the Purchased Assets shall take place by way of the mutual exchange of documents under appropriate trust conditions at the Closing Time on the Closing Date at the offices of the Escrow Agent, unless another date or place is agreed to in writing by the parties hereto.

The Acquisition. 2.01 At the Effective Date, and upon and subject to the terms and conditions of this Agreement, the parties mutually covenant and agree as follows: (a) Vendor shall sell, convey and assign to Purchaser all right, title and interest of Vendor in and to the Purchased Assets free and clear of all liens, pledges, security interests, charges, restrictions or encumbrances of any nature whatsoever, except for those described in Schedule "H" annexed hereto; and and (b) Purchaser shall purchase and accept the Purchased Assets from Vendor and assume the Assumed Contracts in exchange for the consideration described in Article 3.00. 2.02 On the Effective Date, Purchaser shall assume all of the obligations and liabilities first arising or occurring under the Assumed Contracts after the Effective Closing Date. Except for these obligations, the Purchaser shall not assume or be deemed to have assumed any liability or obligation of the Vendor whatsoever. 2.03 Vendor does not agree to sell or assign, and Purchaser does not agree to purchase or assume, any assets, liabilities and obligations not described in paragraphs 2.01 or 2.02 of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary set forth herein, Purchaser shall not purchase or assume any of the following: : (a) the Vendor's cash in hand or in banks and other readily liquid working capital as of the close of business on the Effective Date, including Vendor's accounts and other receivables, money market certificates, stocks, bonds, and Vendor's automobiles and other vehicles; ; (b) Vendor's claims, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights or recoupment (including any such right relating to the payment of Taxes) except those relating to the Purchased Assets or the Business arising after the Effective Date; (c); (i) any contract, lease or other obligation that relates to the Purchased Assets or the Business and is not otherwise specifically assigned to Purchaser under this Agreement or (ii) any contract, lease or other obligation whatsoever not relating to the Purchased Assets or the Business; (d); (i) Vendor's corporate charter, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Vendor as a corporation or (ii) any of the rights of Vendor under this Agreement; ; (e) any duty or liability of any type whatsoever with respect to any employee or to any pension or profit sharing plan or other employee benefit; or (f); (i) any liability for income, transfer, sales, use, and other Taxes, including any such Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because Vendor is transferring the Purchased Assets), (ii) any liability of Vendor for the unpaid Taxes of any person or entity under United States Treasury Regulation 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (iii) any obligation of Vendor to indemnify any person or entity (including any Shareholdershareholder) by reason of the fact that such person or entity was a director, officer, employee, or agent of Vendor or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (iv) any liability of Vendor for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (v) any liability or obligation of Vendor under this Agreement (or under any related agreement between Vendor on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement); or (g) those assets set forth on Schedule "T" attached hereto. 2.04 The consummation of the purchase and sale of the Purchased Assets shall take place by way of the mutual exchange of documents under appropriate trust conditions at the Closing Time on the Closing Date at the offices of the Escrow Agent, unless another date or place is agreed to in writing by the parties hereto.