Common use of The Transaction Clause in Contracts

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI shall, and ESI shall cause EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EHGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. ESI and EHGI represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI or EHGI other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. ESI hereby represents that, prior to the Closing, neither ESI nor any Affiliate of ESI other than EHGI holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EHGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI shall, and ESI EGI shall cause EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EHGIEGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. ESI and EHGI represent Seller represents that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI Seller further represent represents that all assets and liabilities of Eltrax International, Inc. Belgium of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI Purchaser or will be transferred to EHGI Purchaser prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI or EHGI EGI in Belgium other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. ESI Seller hereby represents that, prior to the Closing, neither ESI nor any Affiliate of ESI other than EHGI holds any right, title or interest to the Acquired Assets and that there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EHGI EGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI shall, and ESI the Seller shall cause EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EHGIthe Seller, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. ESI and EHGI represent The Seller represents that the Acquired Assets included in Section1.2 of the Acquired Business Disclosure Document are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI or EHGI the Seller other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. ESI The Seller hereby represents that, prior to the Closing, neither ESI EHGI nor any Affiliate of ESI EHGI other than EHGI VTI and the Seller holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EHGI the Seller to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI shall, and ESI shall cause EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EHGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. ESI and EHGI represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and arid Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI or EHGI other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. ESI hereby represents that, prior to the Closing, neither ESI nor any Affiliate of ESI other than EHGI holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EHGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities.

The Transaction. On the Closing Completion Date, and at the Closing Completion Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI shall, ESPL shall and ESI VTI shall cause EHGI ESPL as beneficial owner to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counselCounsel to the Purchaser, and the Purchaser shall acquire from EHGIESPL free and clear from all and any claims, liens, charges or encumbrances (except for the encumbrances expressly provided in the Hire Purchase Agreement dated 10th May, 1999 in respect of various computer goods identified as item 4 on the Schedule to Section 1.1(iii) of the Acquired Business Disclosure Document) whatsoever (i) the Acquired Assets, and shall (ii) the Acquired Business, with the exclusive right to carry on the same in continuation of or in succession to ESPL, and (iii) assume the Assumed Liabilities, and only those Liabilities and no othersother Liabilities whatsoever, in exchange for the Consideration. ESI VTI and EHGI ESPL jointly and severally represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property Rights used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such the Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither Aremis nor the Purchaser nor or any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI VTI or EHGI ESPL other than the Assumed Liabilities. With effect from Completion, Aremis and the Purchaser hereby agrees agree to jointly and severally pay, perform or discharge all of the Assumed Liabilities. ESI VTI and ESPL hereby represents jointly and severally represent that, prior to and on Completion, ESPL holds and will hold absolutely free and clear from all and any claims, liens, charges or encumbrances (except in relation to the Closing, neither ESI nor any Affiliate of ESI other than EHGI holds any Hire Purchase Agreement referred to above) whatsoever all right, title or and interest to and in the Acquired Assets and there are no other agreements, understandings, or arrangements of VTI or ESPL which, as of or after the ClosingCompletion, would materially and adversely effect affect the Acquired Assets and the Acquired Business, the ability of EHGI ESPL to sell, transfer, convey and assign the Acquired Assets and the Acquired Business free and clear from all and any claims, liens, charges or encumbrances (except in relation to the Purchaser Hire Purchase Agreement referred to above) whatsoever as provided herein or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EHGI EAG shall, and ESI EHAG shall cause EHGI EAG to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EHGIEAG, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. ESI and EHGI Sellers represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of ESI or EHGI Sellers other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. ESI Sellers hereby represents represent that, prior to the Closing, neither ESI EHAG nor any Affiliate of ESI EHAG other than EHGI EAG holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EHGI EAG to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.