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.
Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:
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”).
Sale and Purchase of Assets. 2 2.1 Agreement to Sell and Buy..............................................................2 2.2 Assumption of Liabilities and Obligations. ............................................2 2.3
Sale and Purchase of Assets. Subject to and upon the terms and conditions set forth herein, Seller agrees to sell, assign, convey, transfer and deliver (“Transfer”) to Buyer and Buyer agrees to purchase from Seller, on the Closing Date (as defined in Section 10), the following assets (“Assets”):
Sale and Purchase of Assets. (a) Upon the terms and subject to the conditions of this Agreement, in exchange for $300,000,000, subject to adjustment pursuant to Section 2.10 and Section 2.11, less (i) the amount of the Accrued 2021 Performance Bonuses, (ii) the amount of (A) the Accrued 2020 Performance Bonuses (to the extent unpaid as of the Closing Date), plus (B) to the extent the Accrued 2020 Performance Bonuses are unpaid as of the Closing Date, the aggregate Purchaser DC Plan Contributions required to be made with respect to such Accrued 2020 Performance Bonuses, and (iii) the amount payable to the Retention Agreement Recipients under the Retention Agreements (together with the employer portion of any payroll, social security, disability, workers compensation, unemployment or similar Taxes payable by the Purchaser related to such Accrued Performance Bonuses and amounts payable under the Retention Agreements) (the “Purchase Price”), which shall be paid at the Closing by the Purchaser or the SPV to the Seller in immediately available funds, at the Closing, the Seller shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver, to the SPV, the designee of the Purchaser (or, in the case of the Purchaser-Owned IP, the Purchaser), and the SPV, as the designee of the Purchaser (or, in the case of the Purchaser-Owned IP, the Purchaser), shall purchase from the Seller and its Subsidiaries, subject to Section 2.1(b) and Section 2.5, 52.6% (such percentage subject to adjustment to account for any adjustment to Purchase Price hereunder and to account for the Purchaser-Owned IP) of all right, title and interest in and to all of the assets, properties and rights of any kind of the Seller or any of its Subsidiaries that are primarily related to, or used or held for use in, the Business (the “Transferred Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances, including the following:
Sale and Purchase of Assets. Section 1.01
Sale and Purchase of Assets. 1.1 In consideration of Purchase Price pursuant to Section 1.3 below, Seller does hereby assign, transfer, and convey to Purchaser (without any further act or deed except as otherwise indicated herein), full right, title, and interest in and to all of the Assets, and Purchaser does hereby acquire and receive full right, title, and interest in and to the Assets, wherever located and regardless of whether or not reflected on Seller's books and records, free and clear of any Encumbrances. Without any limitation on anything stated above, the Assets consist of all of the following:
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”):
Sale and Purchase of Assets. 7 2.1 Sale and Purchase of Assets............................... 7 2.2
