Payment of Purchase Price and Assumption of Assumed Liabilities Sample Clauses

Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered:
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Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, and the license of the Licensed Intellectual Property, Buyer shall (i) pay to Seller the Closing Payment by electronic bank transfer in immediately available funds directly to the accounts specified by Seller, (ii) deliver to Seller the Other Agreements to which it is a party, and (iii) assume the Assumed Liabilities. In addition, Buyer shall deliver the certificates required by Sections 8.1.1 and 8.1.2.
Sample 1
Payment of Purchase Price and Assumption of Assumed Liabilities. (a) At the Closing, (i) the Purchaser shall pay, or cause to be paid, by wire transfers of immediately available funds, (A) to the Seller, $7,000,000, and (B) to Bank Hapoalim (the "Bank"), on behalf of the Seller pursuant to the Credit Instruments (as defined in section 6.1.1(c)), $12,000,000, and (ii) the Purchaser shall agree to assume, and pay, perform, and discharge, and indemnify and hold the Seller and its subsidiaries harmless from and against, the Assumed Liabilities. Notwithstanding anything to the contrary in this agreement, if the Seller shall have breached section 5.1 by virtue of failing to pay a payable or payables in a timely manner and the Purchaser shall have paid the payable or payables (after giving the Seller written notice of the breach and affording the Seller an opportunity to cure the breach promptly), the Purchase Price and the amount payable under this section 1.5 shall be reduced by the sum of the payment or payments. Nothing in the preceding sentence is intended to affect the Purchaser's rights under section 3.2, 6.1, or otherwise under this agreement.
Sample 1
Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the sale and transfer of the Purchased Assets, Buyer shall pay to Seller an amount equal to the Net Unit Redemption Payment, execute and deliver to Seller the Note, Pledge and UCC-1 Financing Statement, and execute and deliver to Seller the Assignment and Assumption Agreement, whereby Buyer assumes the Assumed Liabilities. In addition, Buyer shall deliver (a) the certificate required by Section 9.1.2, (b) the opinion required by Section 9.1.3., (c) UCC, judgment and tax lien searches showing no liens or encumbrances on the assets of Buyer, and (d) the Subleases.
Sample 1
Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Buyers shall pay to Sellers $80 million or, at Sellers' direction, shall pay to designated subsidiaries of Sellers any portion of such amount, by electronic bank transfer in immediately available funds directly to the account(s) set forth on Schedule 4.2(c) hereof and shall deliver to Sellers the Promissory Note signed by Akzo LLC and Guarantor, and the Assignment and Assumption Agreements fully executed by Buyers, and all Ancillary Agreements, fully executed by Buyers or CIS, as the case may be. For purposes hereof, the Purchase Price shall be paid in U.S. Dollars. In addition, Buyers shall deliver to Sellers the certificates and other documents required by Article 9.1.
Sample 1
Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Subsidiary Shares and Purchased Co-Assets, Buyer shall pay to the corresponding Seller from which it is purchasing Purchased Assets, Subsidiary Shares or Purchased Co-Assets the Purchase Price allocated thereto by electronic bank transfer in immediately available funds directly to the accounts set forth on Schedule 4.3(b) hereof. For purposes hereof, the Purchase Price allocated to the Germany Business and the Spain Business will be converted to and paid in Euros, at the exchange rate for converting US Dollars to Euros, and the Purchase Price for the UK Business shall be converted to the British Pound at the exchange rate for converting U.S. Dollars to the British Pound, in each case as set forth in The Wall Street Journal on the business day immediately preceding the Closing Date. The balance of the Purchase Price shall be paid in U.S. Dollars. In addition, Buyer shall deliver to Sellers the Assignment and Assumption Agreements and the certificates, opinions and other documents required by Section 9.1.
Sample 1
Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Buyer (a) shall pay to Seller the portion of the Purchase Price payable on the Closing Date in accordance with Section 3.2, above (the "Closing Date Portion of the Purchase Price") by electronic bank transfer in immediately available funds directly to Seller's Account in accordance with instructions provided by Seller to Buyer prior to Closing and (b) shall deliver to Seller the Transaction Documents to which Buyer is a party which are contemplated to be delivered at Closing under this Agreement. In addition, Buyer shall deliver the certificate required by Section 9.1.2 and the opinion required by Section 9.1.3.
Sample 1
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Related to Payment of Purchase Price and Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Defeasance and Assumption Costs The related Mortgage Loan documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the lender incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the lender associated with the approval of an assumption of such Mortgage Loan.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

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