Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities Sample Clauses

Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein, in the Sale Order, and in the Canadian Sale Recognition Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “Acquired Assets” means all of the Sellers’ right, title and interest, as of the Closing, in and to:
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Xxxx of Sale substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale”), Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, assign and deliver to Purchaser, all of the Acquired Assets at the Closing for the consideration specified in Section 2.2 below, free and clear of any Security Interest; provided that, as described in the Xxxx of Sale, the conveyance, assignment and transfer of the Deferred Purchased Intellectual Property shall be effective only upon Seller’s receipt of the Final Earn-Out Payment. (b) On the terms and subject to the conditions set forth in this Agreement and pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), Purchaser agrees to assume and become responsible for the Assumed Liabilities at the Closing for the consideration specified in Section 2.2 below. Purchaser will not assume or have any responsibility, however, with respect to any Liability or other obligation of Seller which is not included among the Assumed Liabilities or which is an Excluded Liability. (c) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Nonexclusive IP License as described in the definition of Acquired Intellectual Property, Seller agrees to license the Nonexclusive Intellectual Property to Purchaser at the Closing. (d) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Deferred Purchased IP License as described in the definition of Acquired Intellectual Property, Seller agrees to license the Deferred Purchased Intellectual Property to Purchaser at the Closing. (e) In the event of any claim against Purchaser with respect to any of the Assumed Liabilities, without limiting Purchaser’s remedies or defenses, effective as of the Effective Time, the Assignment and Assumption Agreement shall be deemed to constitute an assignment by Seller to Purchaser of any and all defenses, counterclaims or rights of setoff that would have been available to Seller if such claim had been asserted against Seller. (f) The assumption by Purchaser of the Assumed Liabilities, and the transfer thereof by Seller, shall in no way expand the rights or remedies of any third party against Purchaser or its Representatives as compared to the rights and remedies that such third ...
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) Section 1.2(a)(iv) of the Agreement is hereby deleted and replaced in it entirety to read as follows: (iv) all Tanks listed on Schedule 1.2(a)(iv)(A) and all tools, machinery, equipment, parts, office and other supplies and other items of tangible personal property of each Seller primarily related to or primarily used in the operation of the Business, whether located on site at the Real Property or off site, to the extent such personal property is stored or used off site in the ordinary course of the operation of the Business (excluding the items listed on Schedule 1.2(a)(iv)(B)) (the “Personal Property”);” (b) Section 1.2(b)(i) of the Agreement is hereby deleted and replaced in it entirety to read as follows: (i) other than Xxxxx Cash, all cash and cash equivalents on hand, all cash in banks, all bank accounts, all lock box receipts received prior to the Closing Date and all certificates of deposit and other bank deposits owned or held by either Seller or any of its affiliates;”
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1 Section 1.1 Purchase and Sale of the Acquired Assets 1 Section 1.2 Excluded Assets 4 Section 1.3 Assumption of Certain Liabilities 6 Section 1.4 Excluded Liabilities 7 Section 1.5 Assumption/Rejection of Certain Contracts / Non-Assignment 10 Section 1.6 Excluded Asset Designation 12 Section 1.7 EIC 12 Section 2.1 Consideration; Payment 13 Section 2.2 Deposit; Purchase Price Adjustment Escrow 13 Section 2.3 Closing 15 Section 2.4 Closing Deliveries by Sellers 15 Section 2.5 Closing Deliveries by Purchaser 16 Section 2.6 Withholding 17 Section 2.7 Purchase Price Adjustment 17
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “Acquired Assets” means all of the Sellers’ right, title and interest, as of the Closing, in and to:
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. Purchase and Sale of Shares --------------------------------------------------------------
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities

  • Purchase and Sale of Acquired Assets On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.

  • Purchase and Sale of Assets Subject to the terms and conditions set forth below, Seller agrees to assign, sell and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interest in and to the assets, properties and business (except for Excluded Assets) of every kind and description, wherever located, real, personal, tangible or intangible, used solely by or otherwise relating solely to the Stations as the same shall exist on the Closing Date (as defined herein) (collectively, the Station Assets”). Seller agrees that the Station Assets on the Closing Date shall be free and clear of any and all liens, claims, petitions, charges and encumbrances of any nature whatsoever (“Liens”), and shall include: (a) the Licenses and any and all other FCC authorizations pertaining to the Stations set forth on Schedule 1(a) hereto; (b) any and all pending applications before the FCC which relate solely to the Stations; (c) all books and records relating solely to the Stations; (d) all of Seller’s proprietary information, technical information, demographic and market data, coverage maps, diagrams and the like which relate solely to the Station or to the future business of the Stations; (e) all of the Seller’s land, leases, land purchase contracts, tower registrations, tower permits relating solely to the Stations, including but not limited to all rights, title and interest under the leases, subleases, licenses, occupancy agreements or other contracts relating solely to the Stations, as set forth on Schedule 1(e) hereto (collectively the “Real Property”); (f) all of the Seller’s right, title and interests under existing agreements, contracts, commitments, leases relating solely to the operation of the Stations as more fully described on Schedule 1(f) hereto; and (g) all of the Seller’s supplies, equipment, inventories and other property purchased but not installed, as and relating solely to the operation of the Stations, as set forth on Schedule 1(g) hereto. In connection with the purchase of Station Assets, Buyer shall assume and agree to pay, perform and discharge when due the following obligations arising in connection with the Station Assets and operation of the business, as the same shall exist on the Closing Date (collectively, the “Assumed Liabilities”): (i) those liabilities arising from the Station Assets that are scheduled by Seller in Schedule 3.6 set forth herein and agreed upon by both Parties, (ii) all obligations of Seller under the leases, contacts and other agreements included in the Station Assets arising and to be performed on or after the Closing Date, but excluding any such obligations arising or to be performed prior to the Closing Date.

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