Purchase and Sale of the Business. 19 Section 2.1. Purchase and Sale of Shares and Assets 19 Section 2.2. Excluded Assets 21 Section 2.3. Assumption of Liabilities 22 Section 2.4. Excluded Liabilities 23 Section 2.5. Purchase Price 24 Section 2.6. Final Purchase Price and Purchase Price Adjustment 25 Section 2.7. Closing; Delivery and Payment 28 Section 2.8. Taxes and Fees 30 Section 2.9. Allocation of Purchase Price 30 Section 2.10. Nonassignability of Assets and Shares 31 Section 2.11. Xxxxxx Plastik (Malaysia) Sdn Bhd 31 Article III REPRESENTATIONS AND WARRANTIES OF SELLER 32 Section 3.1. Organization and Authority of Seller and the Transferred Companies 32 Section 3.2. No Conflict 33 Section 3.3. Financial Information 33 Section 3.4. Absence of Certain Changes or Events 34 Section 3.5. Real Property 35 Section 3.6. Assets 36 Section 3.7. Litigation 37 Section 3.8. Compliance with Law 37 Section 3.9. Contracts 38 Section 3.10. Consents and Approvals 39 Section 3.11. Collective Bargaining Agreements/Employees 39 Section 3.12. Benefit Plans 39 TABLE OF CONTENTS (continued) Page Section 3.13. Intellectual Property 41 Section 3.14. Brokers and Finders 43 Section 3.15. Environmental Representations 43 Section 3.16. Taxes 44 Section 3.17. Related Party Transactions 45 Section 3.18. Customers 45 Section 3.19. Product Warranty; Product Liability 46 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 46 Section 4.1. Organization and Authority of Buyer 46 Section 4.2. No Conflict 47 Section 4.3. Consents and Approvals 47 Section 4.4. Brokers and Finders 47 Section 4.5. Financial Capability 47 Section 4.6. Regulatory Matters 48 Section 4.7. Securities Act and Investment 48 Section 4.8. Investment Canada Act 48 Section 4.9. Litigation 48 Section 4.10. Solvency 49 Article V CERTAIN COVENANTS OF SELLER AND BUYER 49 Section 5.1. Access and Information 49 Section 5.2. Registrations, Filings and Consents 50 Section 5.3. Conduct of Business 52 Article 5.3A. Conduct of Business After the Adjustment Date 54 Section 5.4. Post-Closing Obligations of the Buyer to Certain Employees 54 Section 5.5. Books; Record 63 Section 5.6. Closing Date Financial Information 63 Section 5.7. Intellectual Property 63 Section 5.8. Further Assurances 65 Section 5.9. Compliance with WARN, etc 65 Section 5.10. Supply and Shared Facility Agreements 65 TABLE OF CONTENTS (continued) Page Section 5.11. Separation Costs 65 Section 5.12. Conveyancing Documents 66 Section 5.13. Disclosure; Investigation 66 Section 5.14. Covenant Not to Co...
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Assets....................................10 Section 2.2 Excluded Assets................................................11 Section 2.3
Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and shall cause the Selling Subsidiaries to sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller and the Selling Subsidiaries, as applicable, all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following, in each case, free and clear of all Encumbrances, except Permitted Encumbrances:
Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
Purchase and Sale of the Business. Subject to the terms and conditions of this Agreement (including the provisions of Section 10(c)(ii)), Seller agrees to sell, assign, convey, transfer and deliver, or cause such sale, assignment, conveyance, transfer and delivery by Seller's affiliates, to Buyer, as of the Closing Date, and Buyer agrees to purchase and take assignment and delivery from Seller as of the Closing Date, of all of Seller's rights, title and interest in the following assets relating to the Business (the "Purchased Assets"):
Purchase and Sale of the Business. 2.1 Purchase and Sale of Assets
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.................................12 Section 2.2 Closing.........................................................13 Section 2.3 Post-Closing Adjustments........................................14 Section 2.4 Deliveries by Purchaser or the Local Purchasers.................18 Section 2.5 Deliveries by Seller and the Local Sellers......................18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERS
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall sell, convey, assign, transfer and deliver to Purchasers, and Purchasers shall purchase, acquire, accept and pay for, all of Seller’s right, title and interest in all of the properties, assets, and other rights that are (i) owned by Seller (the “Owned Assets”) or (ii) leased by, or licensed to, the Seller (the “Leased Assets”) on the Closing Date (collectively, but subject to the final sentence of this Section 2.1, the “Assets”). AGA shall acquire, accept, and pay for, all of Seller’s right, title and interest in the Assets and Business. Notwithstanding anything to the contrary set forth in this Agreement, Seller retains, and the Assets do not include (i) any right of Seller under this Agreement (including the right to receive payment under Section 2.3 and Exhibit 2.3 of this Agreement and pursuant to the Note the form of which is attached as Exhibit 2.3(a)(i) to this Agreement) and the AGA AB and AGA Guarantee Agreement (the “Agreement Rights”), and (ii) any right that Seller has to seek or collect a purchase price adjustment from The BOC Group that results from the post-closing purchase price adjustment proceeding pursuant to Section 2.05 of the BOC Sale Agreement (the “Purchase Price Adjustment Claim” and together with the Agreement Rights, the “Excluded Assets”).
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Company Shares and Non-U.S. ------------------------------------------------ Assets and Assumption of Non-U.S. Liabilities. ---------------------------------------------
