Purchase and Sale of Assets and Assumption of Liabilities. Section 1.01.
Purchase and Sale of Assets and Assumption of Liabilities. 9 2.1 Purchase and Sale 9 2.2 Assumption of Liabilities 9 2.3 The Purchase Price 9 2.4 Payment of Purchase Price 9 2.5 Allocation of Purchase Price 10
Purchase and Sale of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer agrees to purchase, acquire, assume and accept from Seller, and Seller agrees to sell, transfer, assign, convey and deliver to Buyer, all of the Purchased Assets and the Assumed Liabilities.
Purchase and Sale of Assets and Assumption of Liabilities. PURCHASE PRICE 8
Purchase and Sale of Assets and Assumption of Liabilities. Subject to the terms and conditions stated in this Agreement, Pinnacle agrees, simultaneous with CCRI Acquisition, to cause CCRI to enter into this Agreement and to sell to Southwest, and Southwest agrees to buy from CCRI, all of the assets of CCRI used in and relating to the operation of the Double Eagle, as defined in Section 4 below (the “Assets”), and certain liabilities of CCRI directly related to the operation of the Double Eagle as defined in Section 6 below (the “Assumed Liabilities”).
Purchase and Sale of Assets and Assumption of Liabilities. Section 1.1 Purchase and Sale (a) Subject to the terms and conditions of this Agreement, at the Closing, CSH and CS Inc. shall, and CS Inc. shall cause its subsidiaries to, sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire and accept from CSH and from CS Inc. and its subsidiaries, all of their rights, title and interests in and to all properties, contracts and other assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise and wherever situated), goodwill and business as a going concern of CSH and of CS Inc. and its subsidiaries other than the Excluded Assets (as defined in Section 1.1(c) hereof), including without limitation, the following assets (collectively, the "Acquired Assets"): (i) all real property, together with all buildings, fixtures and improvements erected thereon, owned by CS Inc. or any of its subsidiaries; (ii) all leases of real property and all contracts, commitments or other agreements relating thereto to which CS Inc. or any of its subsidiaries is a party or by which CS Inc. or any of its subsidiaries is bound; (iii) all computer hardware and software, computer programs and systems, databases, documentation and resource material relating thereto, of CS Inc. or any of its subsidiaries; (iv) all inventory, wherever located, including but not limited to raw materials, work-in-progress, finished goods, supplies and other inventories and any rights of CS Inc. or any of its subsidiaries to the warranties received from suppliers and any related claims, credits, rights of recovery and setoff with respect to such inventory; (v) all furniture, fixtures, vehicles, spare parts, tools, supplies, leasehold improvements, plant and equipment and all other tangible property of CS Inc. or any of its subsidiaries; (vi) all rights in, to and under all contracts, licenses, leases (other than leases for real property), commitments, purchase orders and other agreements to which CS Inc. or any of its subsidiaries is a party; (vii) all customer lists of CS Inc. or any of its subsidiaries; (viii) all accounts receivable of CS Inc. or any of its subsidiaries; (ix) all Intellectual Property rights and other proprietary rights of CS Inc. or any of its subsidiaries (the "Acquired Intellectual Property"); (x) all permits, licenses, approvals and authorizations by governmental authorities or third parties which are transferable...
Purchase and Sale of Assets and Assumption of Liabilities. SECTION 1.01 Purchased Assets 1 SECTION 1.02 Excluded Assets 3
Purchase and Sale of Assets and Assumption of Liabilities. (a) Subject to the satisfaction or waiver of all of the conditions set forth herein, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire, accept, assume and pay for, all of Seller's right, title and interest as of the Closing Date in and to all of the tangible and intangible assets, properties and rights (other than the Excluded Assets described below) of Seller, wherever located (hereinafter collectively referred to as the "Assets"), including, without limitation:
Purchase and Sale of Assets and Assumption of Liabilities. Section 1.01. Purchase of Assets 1 Section 1.02. Assumption of Liabilities 2 Section 1.03. Names and Marks 3 Article Two—Closing, Calculation of Purchase Price and Closing Deliveries Section 2.01. The Closing 3 Section 2.02. The Closing Date 3 Section 2.03. Retirement Accounts 3 Section 2.04. Calculation and Payment of Purchase Price 4 Section 2.05. Prorations 5 Section 2.06. Closing Deliveries 5 Article Three—Representations and Warranties of Seller Section 3.01. Organization 7 Section 3.02. Authorization 7 Section 3.03. Non-Contravention 7 Section 3.04. Consents to Transaction 7 Section 3.05. Compliance with Law 7 Section 3.06. Regulatory Enforcement Actions 7 Section 3.07. Community Reinvestment Act 8 Section 3.08. Litigation 8 Section 3.09. Employee Contracts. 8 Section 3.10. Financial Information 8 Section 3.11. Deposit Liabilities 8 Section 3.12. Brokerage 8 Section 3.13. Environmental Matters 8 Section 3.14. Representations and Warranties Regarding the Loans 9
Purchase and Sale of Assets and Assumption of Liabilities. PURCHASE PRICE 2.1. Purchase and Sale of the Neyco Shares................ 15 2.2. Purchase and Sale of Assets.......................... 15 2.3. Excluded Assets...................................... 17 2.4.
