Sale and Purchase of Assets; Assumption of Assumed Liabilities Sample Clauses

The "Sale and Purchase of Assets; Assumption of Assumed Liabilities" clause defines the transfer of specific assets from the seller to the buyer, along with the buyer's agreement to take on certain designated liabilities. In practice, this clause outlines exactly which assets are being sold—such as equipment, inventory, or intellectual property—and specifies which liabilities, like outstanding contracts or debts, the buyer will assume as part of the transaction. Its core function is to clearly delineate the scope of the transaction, ensuring both parties understand what is included in the sale and who is responsible for particular obligations, thereby reducing the risk of future disputes.
Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms hereof, Seller does hereby sell, assign, transfer and deliver to Buyer, and Buyer does hereby purchase from Seller, all right, title and interest in, to and under the Acquired Assets free and clear of all Liens (other than Permitted Liens) in exchange for (i) a payment of cash consideration in the aggregate amount of $13,225,000 (the “Purchase Price”), of which Seller acknowledges $133,333.00 was paid by Buyer and received by Seller on August 29, 2014 pursuant to the Letter Agreement, dated as of August 29, 2014, between Buyer and Seller (the “Exclusivity Extension Fee”). Notwithstanding anything to the contrary in any Transaction Document, the Acquired Assets shall not include the Excluded Assets. (b) Upon the terms hereof, Buyer does hereby assume the Assumed Liabilities. Notwithstanding anything to the contrary in any Transaction Document, Buyer does not assume, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent has not been obtained (each a “Deferred Item”). In such case, (w) such Deferred Item shall be withheld from sale pursuant to this Agreement and shall not constitute an Acquired Asset, (x) from and after the Closing, Seller will use its commercially reasonable efforts to obtain such consent as soon as practicable after the Closing, (y) until such consent is obtained, Seller shall use its commercially reasonable efforts to provide to Buyer the benefits under such Deferred Item and (z) upon obtaining such consent, Seller shall execute and deliver such instruments as Buyer may reasonably request to assign or transfer such Deferred Item to Buyer as promptly as practicable at which time the Deferred Item shall constitute an Acquired Asset. Without limiting the foregoing, in the event that any such consent is not obtained prior to the Closing, Seller shall use its commercially reasonable efforts to enter into such arrangements (including subleasing or subcontracting if permitted) to provide to Buyer the economic and operational...
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Sale and Purchase of Assets; Assumption of Assumed Liabilities. 8 2.1 Purchased Assets 8 2.2 Assignment of Contracts and Permits 9 2.3 Excluded Assets 10 2.4 Assumed Liabilities 10 2.5 No Other Liabilities Assumed 11 2.6 Disclaimer of Warranties 11 ARTICLE III PURCHASE PRICE AND PAYMENT 11 3.1 Payment of the Closing Purchase Price 11 3.2 Pre-Closing Purchase Price Adjustment 12 3.3 Post-Closing Purchase Price Adjustment; Payment of Holdback Amount 12 3.4 Prorations 13 3.5 Allocation of Consideration 14
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Sale and Purchase of Assets; Assumption of Assumed Liabilities 
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Related to Sale and Purchase of Assets; Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Sale and Purchase of Assets Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Seller shall, or shall cause the applicable member of the Seller Group to, sell, convey, transfer, assign and deliver to Alkali HoldCo, as the designee of Purchaser, and Purchaser shall purchase and acquire from the applicable member of the Seller Group (the “Asset Sale”; and together with the Share Sale, the “Sale”) all of such member’s right, title and interest in and to all of the assets and properties primarily related to, owned, used or held for use in the conduct of the Business (but, for the avoidance of doubt, excluding the Excluded Assets and the assets and properties of the members of the Alkali Group), as such assets shall exist on the Closing Date (collectively, the “Transferred Assets”), including the following: (a) All Alkali Contracts; (b) All Intellectual Property primarily related to, owned, used or held for use in the conduct of the Business, including (i) the patents and patent applications set forth on Section 2.2(b)(i) of the Seller Disclosure Schedule (the “Transferred Patents”) and (ii) all Marks, other than the FMC Marks, owned by Seller and primarily related to, owned, used or held for use in the conduct of the Business, including the registered Marks set forth on Section 2.2(b)(ii) of the Seller Disclosure Schedule, (the “Transferred Trademarks”) (collectively, the “Transferred IP”); (c) All automobiles, trucks and vehicles primarily related to, owned, used or held for use in the conduct of the Business, including the vehicles set forth on Section 2.2(c) of the Seller Disclosure Schedule (the “Transferred Vehicles”); (d) All inventory, raw materials, work-in-process, finished goods, supplies, spare parts and other inventories primarily related to, owned, used or held for use in the conduct of the Business, including all such items located on any real property owned or leased by Seller primarily related to, owned, used or held for use in the conduct of the Business, in transit from suppliers of the Business, held for delivery by suppliers of the Business, or held on consignment by third parties; (e) All machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, tooling, tools, molds, office equipment, computers, telephones, mobile devices and all other items of tangible personal property of Seller, in each case, primarily related to, owned, used or held for use in the conduct of the Business, including those items of tangible personal property set forth on Section 2.2(e) of the Seller Disclosure Schedule; (f) Subject to Section 5.1(a), all books and records primarily related to, owned, used or held for use in the conduct of the Business, including those books and records pertaining to customer accounts, suppliers, agents and, to the extent permitted by applicable Law, all employee and personnel records of the Transferred Employees, but excluding all books and records relating to, and held by a member of Seller Group in its capacity as, a lessor under railcar leases (the “Transferred Books and Records”); (g) All goodwill primarily related to, owned, used or held for use in the conduct of the Business or appurtenant to the Transferred Trademarks; (h) All accounts receivable (other than from Seller or the other members of the Seller Group), notes receivable, rebates receivable, employee advances and other miscellaneous receivables, whether or not evidenced by a note or other Contract, primarily related to, owned, used or held for use in the conduct of the Business, and the full benefit of all security for such accounts or other rights to payment; (i) Any and all insurance proceeds which any member of the Seller Group or any member of the Alkali Group has a right to receive as of the Closing and that relate to events, circumstances or occurrences prior to the Closing (in each case, to the extent relating to the Alkali Group (except to the extent relating to an Excluded Liability) or any Assumed Liability (for the avoidance of doubt, such definition construed without regard to this Section 2.2(i))) and all insurance policies and rights thereunder of the members of the Alkali Group; (j) All prepayments and prepaid expenses, including any prepaid insurance premiums, to the extent such prepayments, prepaid expense or prepaid insurance premium was reflected as a Current Asset in Working Capital on the Final Post-Closing Adjustment Statement; (k) All claims, warranties, guarantees, refunds, Actions, defenses, rights of recovery, rights of set-off or counterclaim and rights of recoupment of every kind and nature, in each case to the extent primarily relating to the Business and except to the extent expressly set forth in Section 2.3; (l) Any refund of non-income Taxes to the extent such refund was reflected as a Current Asset in Working Capital on the Final Post-Closing Adjustment Statement; and (m) All rights of Seller arising under, pursuant to, or in connection with any assignment of inventions (or other Intellectual Property) or confidentiality or non-compete agreements, entered into by any employee and Seller or any member of the Seller Group, solely to the extent such rights primarily relate to the Business.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15