Sale of Assets and Assumption of Liabilities. 9 Section 2.1 Sale and Transfer of the Purchased Assets 9 Section 2.2 Excluded Assets 12 Section 2.3 Assumed Liabilities 13 Section 2.4 Retained Liabilities 15 Article III. PURCHASE PRICE 16 Section 3.1 Purchase Price 16 Section 3.2 Allocation of Purchase Price 16 Article IV. THE CLOSING 17 Section 4.1 The Closing 17 Section 4.2 Deliveries by the Parent 18 Section 4.3 Deliveries by the Purchasers 18 Article V. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SELLERS 19 Section 5.1 Existence 19 Section 5.2 Authorization 19 Section 5.3 Binding Agreement 19 Section 5.4 No Conflicts 20 Section 5.5 Governmental Approvals; Consent 20 Section 5.6 Financial Statements 20 Section 5.7 Absence of Certain Changes 21 Section 5.8 Personal and Real Property 22 Section 5.9 Contracts 23 Section 5.10 Litigation 24 Section 5.11 Title; Liens; Sufficiency of the Purchased Assets 24 Section 5.12 Employee Benefit Plans 24 Section 5.13 Environmental Matters 25 Section 5.14 Proprietary Rights 26 Section 5.15 Employees; Labor Matters 27 Section 5.16 Tax Matters 27 Section 5.17 Compliance with Laws 28 Section 5.18 Brokers or Finders 29 Section 5.19 Transactions with Affiliates 29 Section 5.20 Suppliers 29 Section 5.21 Inventory 29 Section 5.22 Accounts Receivable 29 Section 5.23 No Other Representations or Warranties 30 Article VI. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS 30 Section 6.1 Organization 30 Section 6.2 Authorization; Binding Agreement 30 Section 6.3 Consents and Approvals; No Violations 30 Section 6.4 Financing 31 Section 6.5 Financial Capacity 32
Sale of Assets and Assumption of Liabilities. Section 2.1 Sale and Transfer of Assets 13 Section 2.2 Excluded Assets 14 Section 2.3 Assumed Liabilities 15 Section 2.4 Excluded Liabilities 16 Section 2.5 Non-Assignable Contracts 17 Section 2.6 Shared Business Contracts 18 Section 2.7 Missed or Unscheduled Contracts 18 Section 2.8 Names and Marks 18 ARTICLE III PURCHASE PRICE AND ADJUSTMENTS Section 3.1 Purchase Price 19 Section 3.2 Adjustment to Purchase Price 19 Section 3.3 Allocation of Purchase Price 21 ARTICLE IV
Sale of Assets and Assumption of Liabilities. 1 Section 1.1 Transfer and Sale of Purchased Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 2 Section 1.4 Excluded Liabilities 2 ARTICLE II. PURCHASE PRICE AND ALLOCATION 3 Section 2.1 Purchase Price 3 Section 2.2 Allocation 3 Section 2.3 Withholding of Taxes 3 ARTICLE III. CLOSING 3 Section 3.1 Closing 3 Section 3.2 Seller Closing Deliveries 4 Section 3.3 Buyer Closing Deliveries 5 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER 5 Section 4.1 Organization, Standing and Power 5 Section 4.2 Consents, Authorization and Enforceability 6 Section 4.3 Title to Purchased Assets 6 Section 4.4 Non-Contravention 6 Section 4.5 Compliance with Law 6 Section 4.6 Litigation and Claims 6 Section 4.7 Intellectual Property 7 Section 4.8 Taxes 9 Section 4.9 No Other Agreements to Sell the Purchased Assets 9 Section 4.10 Brokers and Finders 10 Section 4.11 Full Disclosure 10
Sale of Assets and Assumption of Liabilities. 1 Section 1.1 Sale of Assets......................................... 1 Section 1.2 Excluded Assets........................................ 2
Sale of Assets and Assumption of Liabilities. Section 1.1
Sale of Assets and Assumption of Liabilities. (a) Subject to all of the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Seller, the following assets (the “Transferred Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances:
Sale of Assets and Assumption of Liabilities. 1.1 Effective Date and Closing 1
Sale of Assets and Assumption of Liabilities. The Seller shall sell all of its assets as of the Closing Date for a total price to be paid to Seller equal to the aggregate of the Non-Assumed Liabilities (the "Cash Purchase Price") as defined in (S)1.3 of this agreement, and except for the Non-Assumed Liabilities, Purchaser shall assume all of the liabilities of Seller as such liabilities shall exist on the Closing Date. All of such liabilities as of September 1, 1997 are listed on schedule 1.2. (S)1.3 Liabilities Not Assumed Purchaser shall not and does not assume the liability and obligation of Seller for the following loans plus accrued
Sale of Assets and Assumption of Liabilities. 1.1. Sale of Assets 1.2. Assets
Sale of Assets and Assumption of Liabilities. 1 2.1. Asset Purchase.......................................... 1 2.2. Assumption by Purchaser of Certain Liabilities; Retention by Seller of Remaining Liabilities.......... 2 2.3.
