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 terms and subject to the conditions set forth in this Agreement, at the Closing (a) each Seller hereby agrees to, and GWLA hereby agrees to cause one or more of the GWLA Subsidiaries to, sell, assign, transfer, convey and deliver to Buyer, and Buyer hereby agrees to purchase from each Seller and the GWLA Subsidiaries, all of such Seller’s and such GWLA Subsidiaries’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) each Seller shall assign (and GWLA shall cause to be assigned), and Buyer shall assume and agree to discharge and perform when due, the Assumed Liabilities of each such Seller and the GWLA Subsidiaries. At the Closing, Buyer, Sellers and the applicable GWLA Subsidiaries shall execute and deliver a xxxx of sale substantially in the form attached hereto as Exhibit I (the “Xxxx of Sale”) and an assignment and assumption agreement substantially in the form attached hereto as Exhibit J (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary or reasonably advisable in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.
Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement:
(a) in consideration of the Subordinated Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased Subordinated Units, free and clear of any and all Encumbrances;
(b) in consideration of the Escrow and GP Holdco Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, (i) Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased GP Holdco Units, and (ii) Vitol agrees to assign and sell to Charlesbank, and Charlesbank hereby agrees to purchase and assume from Vitol, a 50% undivided interest in the Escrow Rights and Obligations, each free and clear of any and all Encumbrances; and
(c) Vitol agrees to assign to Charlesbank the right to 50% of any proceeds received by Vitol (as assignee of Vitol Inc.) after the date hereof with respect to a successful claim for indemnification by Vitol under the Original Vitol Purchase Agreement (the “Indemnification Rights”).
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.
(b) 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 assign to Buyer the Contracts and all rights arising thereunder, and Buyer shall assume from Seller all of Seller's obligations constituting the Assumed Liabilities.
Purchase and Sale; Assignment and Assumption. (a) At the Closing, the Seller shall sell, convey, transfer and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, good, valid and marketable title and ownership of all of the Purchased Assets, free and clear of all Liens, except for Permitted Liens.
(b) At the Closing, the Seller shall assign to the Buyer, and the Buyer shall assume from the Seller, all rights and obligations arising under the Assumed Liabilities.
Purchase and Sale; Assignment and Assumption. At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Sellers shall sell, transfer, assign, convey and deliver, and Buyer Parties shall purchase, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens, and Buyer Parties shall pay the Purchase Price and assume the Assumed Liabilities.
Purchase and Sale; Assignment and Assumption. Section 2.2 Payment of the Initial Purchase Price; Deliveries at Closing....................................
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 Sellers, Sellers shall (a) sell, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers, on the Closing Date, all of the Purchased Assets, free and clear of all Liens, pursuant to the execution and delivery of the Xxxx of Sale and such other documents as are reasonably necessary to sell, transfer, convey and deliver the Purchased Assets to Buyer and (b) assign to Buyer, and Buyer shall assume from Sellers, 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 as are reasonably necessary to effect Seller’s assignment and Buyer’s assumption of the Assumed Contracts and Assumed Liabilities.
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.
(b) 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, as applicable, shall assign to Buyer the Assumed Liabilities and all rights and obligations of Seller and Parent, as applicable, arising after the Effective Time under the Contracts, 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 and Parent the Assumed Liabilities and all rights and obligations of Seller and Parent arising after the Effective Time under the Contracts; provided, however, that Seller and Parent shall not assign, and Buyer shall not assume, the Excluded Liabilities or any rights and obligations under the Excluded Contracts.
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.
(b) Buyer and Seller further agree that upon consummation of the transactions contemplated hereby the Participation Agreement shall be automatically terminated.
