Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.
Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment, conveyance, transfer and delivery of, all of Seller’s rights, title and interests in and to the Purchased Assets, including:
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Parent shall, and shall cause the other Sellers to, sell, convey, assign and transfer to Purchaser or the applicable Purchaser Designated Affiliates, and Purchaser shall or shall cause the applicable Purchaser Designated Affiliates to purchase, acquire and accept, all of Seller Parent’s and its Subsidiaries’ right, title and interest, free and clear of all Liens other than Permitted Liens, as at the Closing in the following (collectively, the “Purchased Assets”):
Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, all of its right, title and interest in and to all of the Purchased Assets, wherever situated, free and clear of all Encumbrances other than as set forth on Schedule 4.8.
Purchase and Sale of Purchased Assets. ASSUMPTION OF ASSUMED LIABILITIES 1 2.1 Purchase and Sale of Assets 1 2.2 Excluded Assets 3 2.3 Assumption of Liabilities 4 2.4 Excluded Liabilities 5 2.5 Further Conveyances and Assumptions; Consent of Third Parties 6 2.6 Bulk-Sales Laws 6 2.7 Purchase Price Allocation 7 2.8 Proration of Certain Expenses 7 2.9 Receivables 7 ARTICLE III CONSIDERATION 7 3.1 Closing Consideration; Closing Purchase Price Adjustment; Attrition Rate Adjustment 7 3.2 Payment of Purchase Price 8 3.3 Post-Closing Purchase Price Adjustment 8 3.4 Tax Treatment 9 3.5 Attrition Rate Adjustment 9 ARTICLE IV CLOSING AND TERMINATION 11 4.1 Closing 11 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 11 5.1 Organization and Good Standing 11 5.2 Authorization of Agreement 12 5.3 Conflicts; Consents of Third Parties 12 5.4 Title to Purchased Assets; Personal Property Leases 13 5.5 Absence of Certain Developments 13 5.6 Taxes 13 5.7 Real Property 14 5.8 Intellectual Property 15 TABLE OF CONTENTS (continued) Page 5.9 Material Contracts 15 5.10 Employee Benefits 17 5.11 Labor 18 5.12 Litigation 18 5.13 Permits; Compliance with Laws 19 5.14 Environmental Matters 19 5.15 Insurance 19 5.16 Customers 19 5.17 Accounts Receivable 21 5.18 Financial Advisors 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 21 6.1 Organization and Good Standing 21 6.2 Authorization of Agreement 21 6.3 Conflicts; Consents of Third Parties 22 6.4 Litigation 22 6.5 Financial Advisors 22 6.6 No Reliance 22 ARTICLE VII COVENANTS 23 7.1 Preservation of Records 23 7.2 Use of Name 23 7.3 Restrictive Covenant 23 7.4 Receiver Lines 24 7.5 Original Customer Contracts. 24 ARTICLE VIII EMPLOYEES AND EMPLOYEE BENEFITS 24 8.1 Employment 24 8.2 Standard Procedure 25 ARTICLE IX CLOSING DELIVERIES 25 9.1 Seller’s Closing Deliveries 25 9.2 Conditions Precedent to Obligations of Seller 26 ARTICLE X INDEMNIFICATION 26 10.1 Survival 26 10.2 Indemnification 27 TABLE OF CONTENTS (continued) Page 10.3 Indemnification Procedures 28 10.4 Limitations on Indemnification 29 10.5 Indemnity Escrow 31 10.6 Tax Treatment of Indemnity Payments 32 10.7 Insurance; Mitigation of Losses 32 10.8 Acknowledgments 32 ARTICLE XI TAXES 34 11.1 Transfer Taxes 34 11.2 Prorations 34 11.3 Cooperation on Tax Matters 34 ARTICLE XII MISCELLANEOUS 35 12.1 Expenses 35 12.2 Confidentiality; Publicity 35
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):
Purchase and Sale of Purchased Assets. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the Vendor’s right, title and interest in and to the Purchased Assets, which shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order.
Purchase and Sale of Purchased Assets the Vendor shall sell and the Purchaser shall purchase the Purchased Assets for the Purchase Price payable as provided in this Agreement;
Purchase and Sale of Purchased Assets. 6 2.1 Purchase and Sale of the Company's Assets........................... 6 2.2
Purchase and Sale of Purchased Assets. 13 Section 2.1. Purchase and Sale of Purchased Assets 13 Section 2.2. Excluded Assets 15 Section 2.3. Assumption of Liabilities 16 Section 2.4. Closing Date 18 Section 2.5. Purchase Price 19 Section 2.6. Proration and Adjustments 19 Section 2.7. Determination of Estimated Purchase Price; Payment on Closing Date 20 Section 2.8. Determination of Closing Date Working Capital and Purchase Price 20 Section 2.9. Purchase Price Adjustment 22 Section 2.10. Closing Date Deliveries 22 Section 2.11. Further Assurances 23 Section 2.12. Allocation of Purchase Price 24
