Xxxx of Sale and Assignment Agreement definition

Xxxx of Sale and Assignment Agreement means an instrument in substantially the form of Exhibit A hereto pursuant to which the Assets (except for the Owned Real Property) will be transferred and assigned to Purchaser at the Closing and pursuant to which Purchaser will assume the Assumed Liabilities.

Xxxx of Sale and Assignment Agreement has the meaning set forth in Section 2.2(a)(iii).

Xxxx of Sale and Assignment Agreement means the Xxxx of Sale and Assignment Agreement of Seller, dated as of the Closing Date, in substantially the form of Exhibit B.

Examples of Xxxx of Sale and Assignment Agreement in a sentence

• Seller has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement.

• The execution, delivery, and performance by Seller of this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement have been duly authorized by the Board of Directors of Seller.

• When the Xxxx of Sale and Assignment Agreement has been executed and delivered in accordance with this Agreement, it will constitute the legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms, subject to general equity principles and to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws from time to time in effect affecting the enforcement of creditors' rights.

• When the Xxxx of Sale and Assignment Agreement has been executed and delivered in accordance with this Agreement, it will constitute the legal, valid, and binding obligation of Seller, enforceable in accordance with its terms, subject to general equity principles and to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws from time to time in effect affecting the enforcement of creditors' rights.

• All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of Purchaser thereunder has been duly taken.

More Definitions of Xxxx of Sale and Assignment Agreement

Xxxx of Sale and Assignment Agreement means a Xxxx of Sale and Assignment Agreement substantially in the form attached hereto as Exhibit A-1.

Xxxx of Sale and Assignment Agreement. As defined in Section 3.2(a). “Business” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday or Sunday or other day on which banks in Toronto, Ontario or Chicago, Illinois are authorized or required to be closed.

Xxxx of Sale and Assignment Agreement means an agreement to be dated the Closing Date, pursuant to which the Seller will transfer to AGA the Assets.

Xxxx of Sale and Assignment Agreement means the Xxxx of Sale and Assignment Agreement to be executed by the Seller, the Parent Designated Affiliates and the Company at the Closing, substantially in the form of Exhibit C.

Xxxx of Sale and Assignment Agreement means the Xxxx of Sale and Assignment Agreement in the form attached hereto as Exhibit B.

Xxxx of Sale and Assignment Agreement has the definition set forth in Section 4.1.1.

Xxxx of Sale and Assignment Agreement means one or more bills of sale and agreements by which the title to the Acquired Assets comprised of personal property shall be conveyed by Sellers to Buyer, and by which Sellers shall assign to Buyer the Acquired Assets (including the Assigned Contracts) and Buyer shall assumed the assumed Liabilities substantially in the form attached hereto as Exhibit B.