Common use of Purchase and Sale of Assets Assumption of Liabilities Clause in Contracts

Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.

Appears in 4 contracts

Samples: Master Sale and Purchase Agreement, Master Sale and Purchase Agreement, Master Sale and Purchase Agreement (General Motors Corp)

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Purchase and Sale of Assets Assumption of Liabilities. On 1.1 Subject to and upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a) purchase, accept Buyer agrees to purchase from Seller and acquire from Sellers, and Sellers shall Seller agrees to sell, transfer, assignconvey, convey assign and deliver to PurchaserBuyer (at Seller’s premises) all of the Acquired Assets, in each case free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilitiesany kind.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Drugstore Com Inc), Asset Purchase Agreement (Drugstore Com Inc)

Purchase and Sale of Assets Assumption of Liabilities. On (a) Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (ai) purchase, accept purchase the Assets and acquire from Sellers(ii) assume the Liabilities, and Sellers Seller shall sell, assign, transfer, assignconvey, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Encumbrances, except for Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise dischargeLiens, all of Seller’s right, title, and interest in and to, and obligations with respect to, the Assumed Assets and the Liabilities.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Capital Bank Corp), Purchase and Assumption Agreement (Omni Financial Services, Inc.)

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Purchase and Sale of Assets Assumption of Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Closing, Purchaser shall (ai) purchase, accept and acquire from Sellers, and Sellers Seller shall sell, transferconvey, assign, convey transfer, and deliver to Purchaser and Purchaser's permitted successors and assigns forever, all of the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances)Permissible Exceptions, Claims and other interests(ii) Purchaser shall purchase, acquire and accept all of the Purchased Acquired Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Connectivity Technologies Inc)

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