Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the "Assets"), including all of the Company's right, title, and interest in and to the following assets:
Assets and Assumed Liabilities. The purchase price ------------------------------ ("Purchase Price") for the Assets shall be:
Assets and Assumed Liabilities. 8 2.1 Purchase and Sale of Assets 8 2.2 Assumed Liabilities 9 2.3 Excluded Liabilities 10 ARTICLE 3 PURCHASE AND SALE 10 3.1 Purchase Price 10 3.2 Deposit 10 3.3 Purchase Price Allocation 11 3.4 Transfer of Assets 11 3.5 Form of Payment 11 3.6 GST and Other Sales Taxes 11
Assets and Assumed Liabilities. By an Assignment (a form of which is attached hereto as Exhibit 1-A), Bill of Sale (a form of which is attached hereto as Exhibit 1-B), or xxxer document of transfer as the case may be in form reasonably satisfactory to Seller and Buyer, Seller agrees to sell, assign, or otherwise transfer ownership, as the case may be, and Buyer agrees to purchase, be an assignee, or otherwise acquire ownership, as the case may be, of all of Seller's right, title and interest in the assets described in Section 1.1 through and including Section 1.8 of this Agreement (collectively, the "Assets"), which shall be transferred to Buyer, free of all liens and encumbrances as of the Closing; provided however, (i) that no representation or warranty (express or implied) is being made, or shall be made, by Seller to Buyer with respect to any claims, liens, security interests or other rights (collectively, the "Empire Claimant Rights") that any vendor, creditor or obligee of Empire HK, including, without limitation, any claimants located in Hong Kong, the People's Republic of China or Australia (other than the United States of America) (collectively, the "Empire Claimants") may now or hereafter have in and to any of the Assets in the possession or control of such Empire Claimants and (ii) no representation or warranty (express or implied) is being made, or shall be made, by Seller to Buyer with respect to any of the Assets located in any other country other than the United States of America:
Assets and Assumed Liabilities. 17 Section 2.1Sale of Assets ............................................................................................ 17 Section 2.2Excluded Assets ........................................................................................ 19 Section 2.3Assumed Liabilities .................................................................................. 21 Section 2.4Deposit ...................................................................................................... 24 Section 2.5Purchase Price ........................................................................................... 25 ction 2.6 Allocation ................................................................................................. 26 Section 2.7Assigned Drop Value ................................................................................ 26 Section 2.8Lease Renewal Option Escrow; LSP Escrow ........................................... 27
Assets and Assumed Liabilities. All Claims made against or suffered by any Seller Protected Party to the extent attributable to any action or omission, or failure or alleged failure, of Buyer arising from, related to, or connected with the ownership or use of any Assets after the Closing or the failure to satisfy any Liability assumed by Buyer under Section 3.2.
Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Seller will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Seller, all right, title and interest of Seller in those assets of Seller as follows:
Assets and Assumed Liabilities
