Purchase and Sale; Assignment and Assumption. (a) Buyer and Seller hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase and accept from Seller, all of the Assets, free and clear of all liens, claims, mortgages or encumbrances.
Purchase and Sale; Assignment and Assumption. Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all Liens except for Permitted Liens. Seller hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assign to Buyer the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assume from Seller the Assumed Liabilities and all rights and obligations arising from and after the Effective Time of Closing under the Contracts, free and clear of all Liens except for Permitted Liens.
Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement:
Purchase and Sale; Assignment and Assumption. (a) Seller and Parent hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller (and Parent, to the extent of its interests in the Assets) shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all Liens except for Permitted Liens.
Purchase and Sale; Assignment and Assumption. Section 2.2. Payment of the Initial Purchase Price.
Purchase and Sale; Assignment and Assumption. (a) On the Closing Date (as hereafter defined), Seller will sell and assign to Buyer, and Buyer will purchase and assume from Seller, all of Seller’s right, title and interest in the Transferred Interests. From and after the Closing Date, Buyer shall have the rights that have been assigned to, and assumed by, it pursuant to this Agreement, and Seller shall, to the extent that rights have been assigned and assumed pursuant to this Agreement, relinquish its rights under the Transferred Interests in favor of Buyer.
Purchase and Sale; Assignment and Assumption. Upon the terms and subject to the conditions of this Agreement, and in consideration of the Purchase Price to be paid by Buyer to Seller, Seller shall (i) sell, transfer, convey and deliver to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall purchase from Seller, on the Closing Date, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens, pursuant to the execution and delivery of the Xxxx of Sale and such other documents and instruments as are necessary to sell, transfer, convey and deliver the Purchased Assets to Buyer (or its designated U.S. wholly owned subsidiary), and (ii) assign to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall assume from Seller, on the Closing Date, the Assumed Contracts and the Assumed Liabilities pursuant to the execution and delivery of the Assignment and Assumption Agreement and such other documents and instruments as are necessary to assign the Assumed Contracts and Assumed Liabilities to Buyer (or its designated U.S. wholly owned subsidiary).
Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing:
Purchase and Sale; Assignment and Assumption. .... 6 Section 2.2 Payment of the Initial Purchase Price; Deliveries at Closing...................................... 7 Section 2.3 Working Capital Calculation; Settlement of Final Purchase Price.................................. 7
Purchase and Sale; Assignment and Assumption. 2.1 Sale of Purchased Assets . . . . . . . . . . . . . . . . . . 9 2.2
