SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS Sample Clauses

SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 2.1 Purchase and Sale of Assets 2.2 Assignment of Permits and Contracts 2.3 Certain Provisions Regarding Assignments
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 16 3.1 Purchased Assets 16 3.2 Assignment of Contracts and Licenses 17 3.3 Excluded Assets 19 3.4 Assumed Obligations 20 3.5 Prorations 21
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 20 2.1 Purchase and Sale of Assets....................................... 20 2.2 Assignment of Permits and Contracts............................... 22
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 2.1 Purchase and Sale of Assets. Except as provided in Sections 2.3 and 2.4 and subject to the other terms and conditions of this Agreement, at the Closing, the Seller and Marconi IP, as the case may be, shall sell, assign, convey, transfer and deliver to the Purchaser, and, with respect to the Inventory only, AFCNA, free and clear of any Liens other than Permitted Liens, and the Purchaser and, with respect to the Inventory only, AFCNA, shall purchase and acquire from the Seller and Marconi IP, as the case may be, and take assignment and delivery from the Seller and Marconi IP, as the case may be, of all of the Seller’s or Marconi IP’s, as the case may be, right, title and interest in and to the following (wherever located, unless otherwise specifically stated, and other than the Excluded Assets):
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 2.1Purchased Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of the following Assets, including all of Seller's right, title and interest in and to the following Assets:
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS. 7 2.1 Purchased Assets. 7 2.2 Assignment of Contracts and Permits 8 2.3 Excluded Assets 8 2.4 Assumed Obligations 8 2.5 No Other Liabilities Assumed 8 ARTICLE III - PURCHASE PRICE AND PAYMENT 9 3.1 Payment of Purchase Pric 9 3.2 Performance Payments. 9 3.3 Prorations 10 3.4 Allocation of Consideration 11 3.5 Penalties for Late Payment 11 ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER 11 4.1 Due Incorporation, etc 11 4.2 Due Authorization 11 4.3 Consents and Approvals; No Conflicts, etc 12 4.4 No Adverse Effects or Changes 12 4.5 Title to Properties 13 4.6 Intellectual Property. 14 4.7 Equipment; Personal Property 14 4.8 Inventory. 14 4.9 Accounts Receivable 14 4.10 Computer System 14 4.11 Contracts 15 4.12 Insurance 16 4.13 Employment and Labor Matters. 16 4.14 [intentionally omitted] 16 4.15 Taxes. 17
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SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS 
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Related to SALE AND PURCHASE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • 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

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • 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:

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Purchase of Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

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