Sale and Purchase of Assets Liabilities Sample Clauses

Sale and Purchase of Assets Liabilities. TRANSITIONAL TRADEMARK LICENSE 16 2.1 Sale of Purchased Assets 16 2.2 Liabilities 18 2.3 Consideration 19 2.4 Closing 19 2.5 Transitional Trademark License 21 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 21 3.1 Representations and Warranties of AstraZeneca 21 3.2 Representations and Warranties of Horizon 29 3.3 Exclusivity of Representations 30 ARTICLE 4 PRE-CLOSING COVENANTS 31 4.1 Access and Information 31 4.2 Ordinary Course of Business 32 4.3 Obligation to Consummate the Transaction 33 4.4 Notice of Litigation/Developments 33 ARTICLE 5 ADDITIONAL COVENANTS 33 5.1 Cooperation in Litigation and Investigations 33 5.2 Further Assurances 34 5.3 Transition Agreement 35 5.4 Publicity 35 5.5 Confidentiality 35 5.6 FDA Letters 37 5.7 Regulatory Responsibilities 37 5.8 Commercialization 38 5.9 Certain Tax Matters 38 5.10 Accounts Receivable and Payable 39 5.11 Financial Information 40 ARTICLE 6 CONDITIONS PRECEDENT 41 6.1 Conditions to Obligations of Horizon and AstraZeneca 41 6.2 Conditions to Obligations of Horizon 41 6.3 Conditions to Obligations of AstraZeneca 41 6.4 Frustration of Closing Conditions 42 ARTICLE 7 INDEMNIFICATION 42 7.1 Indemnification 42 7.2 Claim Procedure 43 7.3 Limitations on Indemnification 45 7.4 Tax Treatment of Indemnification Payments 46 7.5 Exclusive Remedy 46 7.6 Setoff Rights 46 ARTICLE 8 TERMINATION 47 8.1 Termination 47 8.2 Procedure and Effect of Termination 47 ARTICLE 9 MISCELLANEOUS 48 9.1 Governing Law, Jurisdiction, Venue and Service 48 9.2 Dispute Resolution 49 9.3 Notices 50 9.4 No Benefit to Third Parties 51 9.5 Waiver and Non-Exclusion of Remedies 51 9.6 Expenses 51 9.7 Assignment 51 9.8 Amendment 52 9.9 Severability 52 9.10 Equitable Relief 52 9.11 English Language 52 9.12 Bulk Sales Statutes 52 9.13 Counterparts 52 9.14 Entire Agreement 54 EXHIBITS Exhibit A Form of AstraZeneca FDA Intent Letters Exhibit B Form of AstraZeneca FDA Transfer Letters Exhibit C Form of Bailment Agreement Exhibit D Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit E Form of Horizon FDA Intent Letters Exhibit F Form of Horizon FDA Transfer Letters Exhibit G Form of License Agreement Exhibit H Form of Patent Assignment Exhibit I Form of Patheon Letter Exhibit J Form of Pozen US Agreement Exhibit K Form of Quality Agreement Exhibit L Form of Supply Agreement Exhibit M Transition Agreement Exhibit N Form of Transition Safety Data Exchange Agreement Exhibit O Form of Vimovo Litigation Records Side Letter SCHEDULES Schedule 1.1.11 ...
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Sale and Purchase of Assets Liabilities. 2.1 Sale of Purchased Assets
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Sale and Purchase of Assets Liabilities. TRANSITIONAL TRADEMARK LICENSE
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Sale and Purchase of Assets Liabilities 
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Related to Sale and Purchase of Assets Liabilities

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

  • 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

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • 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.

  • 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, 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 but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

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