Sale and Purchase of Purchased Assets. In accordance with the provisions of this Agreement and except as set forth in Section 2.2, at the Closing, the Seller will, and will cause the other members of the Seller Group to, sell, convey, assign, transfer and deliver to the Purchaser (or one or more subsidiaries of Purchaser), and the Purchaser will purchase and acquire from the Seller Group, free and clear of all Encumbrances, all of the Seller Group’s right, title and interest in and to all of the following assets, (collectively, the “Purchased Assets”):
Sale and Purchase of Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, free and clear of any Encumbrances (except for Permitted Encumbrances), and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing: (i) Buyer will pay to Seller, by check or by wire transfer of immediately available funds, the Closing Cash; and (ii) Buyer will execute and deliver to Seller the Buyer Note.
Sale and Purchase of Purchased Assets. 2.1 The Buyer, relying on the agreements, covenants, representations, warranties, undertakings and indemnities of the Seller herein, hereby agrees to purchase from the Seller and the Seller as legal and beneficial owner hereby agrees to sell to the Buyer on the Closing Date free and clear of all Encumbrances, the Purchased Assets (as defined below) together with all rights, title, benefits and interests of the Seller therein, thereto and thereunder:
Sale and Purchase of Purchased Assets. The Seller hereby sells, transfers, assigns and conveys unto the Guarantor and the Guarantor hereby purchases from the Seller, without any legal warranty except and subject to the representations and warranties expressly provided for in the Mortgage Sale Agreement, and together with the full benefit of the rights, priorities and covenants contained in Article 13 thereof, all of the Seller's right all of the Seller’s right, title and interest and benefit in and to the Loans and their Related Security (excluding registered or recorded title to the Related Security related to the Loans which will continue to be held by the Seller) described in Annex A attached hereto (the “Purchased Assets”).
Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, as applicable, (i) pursuant to sections 105 and 363 of the Bankruptcy Code Sellers and Adelphia (as to the Assumed Agreements to which it is a party only) shall sell, grant, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ respective right, title, privilege and interest in and to any and all assets used or useful in connection with the Business (but in any event excluding all of the Excluded Assets) free and clear of all Encumbrances (other than Assumed Liabilities), and (ii) pursuant to sections 105, 363 and 365 of the Bankruptcy Code Seller shall sell and assign to Purchaser, and Purchaser shall accept from Sellers and Adelphia (as to the Assumed Agreements to which it is a party only), the Assumed Agreements free and clear of all Encumbrances (other than Assumed Liabilities) (collectively the assets described in the foregoing clause (i) and the Assumed Agreements described in the foregoing clause (ii) are referred to as the “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include:
Sale and Purchase of Purchased Assets. Subject to the provisions set forth herein, each Seller individually hereby agrees to sell, convey, assign, deliver and transfer, free and clear of all claims, liens, deeds of trust, mortgages, easements, restrictions, encumbrances or security interests of any nature whatsoever, except for Permitted Exceptions (as herein defined), and Buyer hereby agrees to purchase, acquire, accept and assume, upon the terms and conditions hereinafter set forth, its respective interests in and to the following assets (collectively, the “Purchased Assets”): (a) the property consisting of those certain plots, pieces or parcels of land located in Dekalb, Illinois, as more particularly described in Exhibit A hereto (the “Land”), (b) all buildings and all other structures, facilities or improvements presently or hereafter located in or on the Land (collectively, the “Improvements), including, that certain 190 bed skilled nursing facility commonly known as “DeKalb County Rehab & Nursing Facility” and located at 0000 Xxxxx Xxxxx Xxxxxxx Road, Dekalb, IL 60115 (the Land and Improvements hereinafter being collectively referred to as the “Real Property”); (c) together with all fixtures, systems and equipment owned by Seller and attached or appurtenant to, located on, and used solely in connection with the ownership, use, operation or maintenance of the Real Property and/or the DeKalb County Rehab & Nursing Facility (collectively the “Fixtures and Equipment”), (the Fixtures and Equipment together with the Real Property being collectively referred to as the “Facility”); (d) such other items of personal property and equipment owned by Seller and located on or used solely in connection with the ownership, use, operation or maintenance of the Facility, and listed on Schedule 1.1 hereto (the “Personal Property”; (e) all right, title and interest, if any, of Seller to any unpaid award for (i) any taking by condemnation or (ii) any damage to the Land or the Improvements by reason of a change of grade of any street or highway, as specified in Article XIV ; (f) all easements, licenses, rights and appurtenances relating to any of the foregoing; (g) all intangible property owned by Seller used solely in connection with the ownership and/or operation of its Facility listed on Schedule 1.2 hereto; (h) the Warranties (as defined herein); (i) the Permits (as defined herein); (j) any transferable goodwill symbolized and associated with the Facility; and (k) any bed rights and other assets located a...
Sale and Purchase of Purchased Assets. 2.1 Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Purchasers, and Purchaser agrees to purchase from Seller, the Purchased Assets (together with all other transactions contemplated by this Agreement, the “Transactions”). ARTICLE III
Sale and Purchase of Purchased Assets. 2.1 The Purchaser, relying on the agreements, covenants, representations, warranties, undertakings and indemnities of the Seller herein, hereby agrees to purchase from the Seller and the Seller as legal and/or beneficial owner hereby agree to sell to the Purchaser on the Closing Date free and clear of all Encumbrances, assets, properties and rights related to the TTR Business of every kind and description, wherever located, real, personal or mixed, owned, held or used in the conduct of the TTR Business by Seller as the same shall exist at the Closing Date, including those assets of the TTR Business shown on the Management Accounts and not disposed of in the ordinary course of business (but excluding the Owned Properties) and those assets of the TTR Business thereafter acquired by the Seller (the "PURCHASED ASSETS"), and including, subject to the limitations in Article 2.4, all rights, title, benefits and interests of the Seller in, to and under such of the foregoing as are more specifically described below:-
Sale and Purchase of Purchased Assets. Subject to the terms and conditions contained in this Agreement, at the Closing on the Closing Date, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred, and delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Liens, other than Permitted Liens, all of the Purchased Assets.
Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver the Purchased Assets to Buyer, and Buyer shall purchase from Seller all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Encumbrances, for the Purchase Price, which will be paid subject to and in accordance with Sections 3.1 and 3.2.
