Asset Transaction Sample Clauses
An Asset Transaction clause defines the terms and conditions under which specific assets are bought, sold, or otherwise transferred between parties. It typically outlines what assets are included in the transaction, the purchase price or consideration, and any representations or warranties regarding the assets' condition or ownership. This clause ensures that both parties clearly understand what is being transferred and under what terms, thereby reducing the risk of disputes and providing a framework for a smooth transfer of ownership.
Asset Transaction. The Asset Transaction shall have been consummated pursuant to this Agreement, the Ancillary Documents and the other Transfer Documents in form and substance reasonably satisfactory to ONEOK.
Asset Transaction. 4.8(a) Average Bidder Trading Price...................................................................4.6(a) Bidder...................................................................................
Asset Transaction. Buyer shall not assume any liabilities or obligations of the TFS Entities, except for obligations arising after the Closing Date pursuant to the terms of this Agreement.
Asset Transaction. The transaction contemplated by this Agreement constitutes only the purchase and sale of certain assets of the Seller. Purchaser shall not acquire any assets of the Seller pursuant to this Agreement other than the Management Contracts. Purchaser shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or LAT of any kind whatsoever, whether direct or indirect, now existing or hereinafter incurred, absolute, accrued, contingent or otherwise under or by virtue of this Agreement or otherwise, except solely for the contractual obligations and liabilities of the Seller under the Management Contracts arising on or after the Closing Date which Purchaser expressly assumes under the terms of this Agreement. Without limiting the generality of the foregoing, and subject to the assumption by Purchaser of the contractual obligations and liabilities of the Seller under the Management Contracts arising on or after the Closing Date, Purchaser shall not assume the following: (a) any obligations, liabilities and commitments (fixed or contingent) of Seller or LAT; (b) any liability or obligation of Seller or LAT arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, including, without limitation, any liabilities with respect to Taxes (as hereinafter defined) or obligations of Seller or LAT to fund any employee benefit plans; (c) any liability or obligation under contracts and other agreements to which Seller or LAT is a party or by which it or its assets, properties or rights are bound or subject; (d) any liability or obligation of Seller or LAT to any of its stockholders or its affiliates; (e) any liability or obligation of Seller or LAT arising out of or relating to any breach of a representation, warranty, covenant or agreement of Seller or LAT contained herein; and (f) any liability or obligation relating to any compensation, bonus, severance payment, change of control payment or other payment or obligation to which any employee of Seller is entitled.
Asset Transaction. The transactions contemplated by this Agreement shall constitute only the purchase and sale of Assets to be conveyed to Buyer under the express terms of this Agreement. Buyer shall not assume or be liable for any accounts payable, obligations or liabilities of Seller, whether direct or indirect, now existing or hereafter incurred, absolute, accrued, contingent or otherwise, except solely for the contractual obligations or liabilities which Buyer expressly agrees to assume under the terms of this Agreement. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability for any liability or obligation based on, arising out of or in connection with any termination or severance liability (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq. and any applicable state and local laws) with respect to employees who are employed by Seller as of the date of Closing, or claims or conditions arising under or relating to any applicable federal, state or local laws, rules or regulations, common law or strict liability provisions, and any judicial or administrative interpretations thereof, including any judicial or administrative orders or judgments, relating to health, safety, industrial hygiene, pollution or environmental matters. Seller shall not assume or be liable for any accounts payable, obligations or liabilities of Buyer, whether direct or indirect, now existing or hereafter incurred, absolute, accrued, contingent or otherwise.
Asset Transaction. 22 Associates.................................................. 30 Audit....................................................... 13 beneficial ownership........................................ 30
Asset Transaction