Purchase and Sale Assumption of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company shall sell, assign, transfer, convey and deliver to the Purchaser the Transferred Assets, free and clear of all liabilities, claims, duties, obligations and Encumbrances other than the Assumed Liabilities, and the Purchaser shall purchase from the Company the Transferred Assets and assume the Assumed Liabilities.
Purchase and Sale Assumption of Liabilities. Section 1.1 Purchase and Sale of the DPC Shares, Minority Investment Interests and Transferred DPC Joint Venture Interests 2 Section 1.2 Purchase and Sale of the Specified Real Property 2 Section 1.3 Purchase and Sale of Intellectual Property 2 Section 1.4 Purchase and Sale of Mexican DPC Assets 3 Section 1.5 Purchase and Sale of DPC Indebtedness 3 Section 1.6 Separation Activities 3 Section 1.7 Assumption of Assumed Liabilities 4 Article II
Purchase and Sale Assumption of Liabilities. Section 1.1 Purchase and Sale of the DPC Shares, Minority Investment Interests and Transferred DPC Joint Venture Interests. Upon the terms and subject to the conditions of this Agreement, on the Closing Date:
Purchase and Sale Assumption of Liabilities. (a) At and effective as of the Closing, (i) the Seller shall cause the other Seller Parties to sell, assign, transfer, convey and deliver (“Transfer”) to the Purchaser, and the Purchaser shall purchase, assume and accept from such Seller Parties, the Transferred Equity Interests, free and clear of any Lien thereon, except for Liens under applicable U.S. federal and state securities Laws, and (ii) the Seller Parties shall, or shall cause their applicable Subsidiaries to, Transfer to the Purchaser all of the Seller Parties’ and each such Subsidiary’s right, title and interest in and to and the Transferred Assets, free and clear of all Liens thereon, except for Permitted Liens.
Purchase and Sale Assumption of Liabilities. (a) On the basis of and subject to the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, (x) Buyer hereby agrees to purchase from Seller and in consideration of the Purchase Price Seller hereby agrees to sell, convey, transfer, assign and deliver (or cause to be delivered) to Buyer, at the Closing, free and clear of all Liens (other than Permitted Liens), all of Seller's right title and interest (including any such interest held by an Affiliate of Seller on the date hereof) in and to the Subject Assets, and (y) effective upon the Closing, Seller hereby agrees to assign and Buyer hereby agrees to unconditionally assume and agrees to pay, satisfy, discharge, perform and fulfill when due in accordance with their terms, any and all Assumed Liabilities. All transactions at the Closing shall be deemed to be effective as of 5:00 p.m. on the Closing Date (Dallas Time), and events taking place and periods ending thereafter shall be deemed to have taken place or ended after the Closing Date.
Purchase and Sale Assumption of Liabilities. 23 Section 2.1 Purchase and Sale of Equity Interests 23 Section 2.2 Purchase and Sale of the Business 23 Section 2.3 Excluded Assets 25 Section 2.4 Assumption of Assumed Liabilities 26 Section 2.5 Excluded Liabilities 27 Section 2.6 Closing Purchase Price 28 Section 2.7 Purchase Price Adjustment 28 Section 2.8 Review and Dispute Procedure 29 Section 2.9 Allocation of Purchase Price 31 Section 2.10 Withholding 32 ARTICLE III PURCHASE AND SALE OF PURCHASED ASSETS AND ACQUIRED ENTITY; ASSUMPTION OF LIABILITIES 32 Section 3.1 Closing; Delivery and Payment 32 Section 3.2 Taxes and Fees 34 Section 3.3 Non-Assignability of Purchased Assets 34 Section 3.4 Electronic Delivery of Intangible Rights 35 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 35 Section 4.1 Organization and Authority 36 Section 4.2 Capitalization; Acquired Entity 37 Section 4.3 No Conflict 37 Section 4.4 Governmental Approvals 38 Section 4.5 Indebtedness 38 Section 4.6 Assets of the Business 38 Section 4.7 Intellectual Property 39 Section 4.8 Privacy; Security Measures 43 Section 4.9 Brokers and Finders 45 Section 4.10 Absence of Certain Changes 45 Section 4.11 Financial Statements 47 Section 4.12 Absence of Undisclosed Liabilities 48 Section 4.13 Litigation 48 Section 4.14 Restriction on Business Activities 49 Section 4.15 Related Party Transactions 49 Section 4.16 Material Contracts 49 Section 4.17 Inventory 52 Section 4.18 Customers and Suppliers 53 Section 4.19 Taxes 53 Section 4.20 Employee Benefit Plans 57 Section 4.21 Employees and Consultants 59 Section 4.22 Compliance with Laws 61 Section 4.23 Permits 61 Section 4.24 Foreign Corrupt Practices Act and Anti-Bribery Laws 61 Section 4.25 Sanctions and Import and Export Laws 62 Section 4.26 SEC Filings 63 Section 4.27 Proxy Statement; Other Information 64 Section 4.28 Insurance 64 Section 4.29 Products Liability 65 Section 4.30 No Other Representations 65 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 66 Section 5.1 Organization and Authority of Buyer 66 Section 5.2 No Conflict 66 Section 5.3 Consents 67 Section 5.4 Litigation 67 Section 5.5 Financing 67 Section 5.6 Independent Investigation 68 Section 5.7 Brokers and Finders 68 Section 5.8 Proxy Statement; Other Information 69 Section 5.9 No Other Representations 69 ARTICLE VI CERTAIN COVENANTS OF SELLER AND BUYER 70 Section 6.1 Conduct of Business Prior to the Closing 70 Section 6.2 No Solicitation by Seller 70 Section 6.3 Preparation of Proxy Statement 74 Section 6.4 Stockholders’...
Purchase and Sale Assumption of Liabilities. 10 2.1 Purchase and Sale of the Transferred Assets. 10
Purchase and Sale Assumption of Liabilities. (a) Subject to the terms and conditions contained in this Agreement, on the date hereof, TDC shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from TDC, all of the assets, properties, rights, privileges, claims and contracts of every kind and nature owned by TDC and used by TDC in the operation of the Business as of the date hereof (the "Assets"), free and clear of all Encumbrances other than Permitted Encumbrances, and including, without limitation, the assets described below, other than the assets specifically identified in Schedule 1.1(a) attached hereto (the "Excluded Assets"):
Purchase and Sale Assumption of Liabilities. (a) On the terms and subject to the conditions set forth herein, at the Closing, Buyer agrees to assume and discharge or perform when due the following liabilities and obligations (the "Assumed Liabilities"):
Purchase and Sale Assumption of Liabilities. On and subject to the terms and conditions contained herein, at the Closing, (i) the Equity Sellers shall sell, transfer and deliver the Equity Interests free and clear of Liens (other than Liens arising under the Securities Act and applicable state securities laws or similar laws of foreign jurisdictions) to Buyer, (ii) the Asset Sellers shall transfer, assign and deliver the Purchased Assets, free and clear of Liens (other than Permitted Liens) to Buyer, and (iii) Buyer shall pay and deliver the Closing Payments as provided in this Agreement and shall purchase, acquire and accept the Equity Interests and the Purchased Assets from the Seller Parties. Pursuant to this Agreement, at the Closing, Buyer shall assume and pay, discharge, perform or otherwise satisfy, as and when due, the Assumed Liabilities. Buyer is not assuming and the Seller Parties shall indemnify, hold Buyer harmless from, and pay, discharge, perform and satisfy, the Retained Liabilities.
