Common use of Purchase and Sale of Acquired Assets Clause in Contracts

Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, including Section 2.4(b), (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, convey, transfer and deliver to Buyer or its designees at and as of the Initial Closing (or, if applicable, any Subsequent Closing), the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer shall pay the Adjusted Purchase Price applicable to the Acquired Assets in accordance with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Date.

Purchase and Sale of Acquired Assets. Subject to 2.1.1. On the terms and subject to the conditions of set forth in this Agreement, including Section 2.4(b)at the Closing, (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, convey, assign, convey, transfer and deliver to Buyer the Purchaser and/or one or more of Purchaser's Subsidiaries (as determined by the Purchaser in its designees at discretion), and as in reliance on the accuracy of the Initial Closing representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser's Subsidiaries (oras determined by the Purchaser in its discretion) shall purchase, if applicableacquire and accept from the Sellers, any Subsequent Closing)all of the Sellers' rights, title and interest in and to the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”)subject to adjustment under Section 2.9, to be purchased at such Closing, all free and clear of all Liens Liens, other than Permitted Liens, and Excluded without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities; . In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and (b) in exchange therefor, Buyer each such Subsidiary shall pay the Adjusted Purchase Price applicable be deemed to be a Purchaser under this Agreement to the Acquired Assets in accordance extent and with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at by such ClosingSubsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, including separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the right extent and with respect to receive all dividendsthe Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, distributions transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any return of capital declaredSubsidiary thereof involves or gives rise to any liability or obligation, paid other than such obligation or made by any of the Purchased Entities liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect of the Securities on to such liabilities or obligations arising from transfers or assignments occurring after the relevant Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser's aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability.

Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, including Section 2.4(b), (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, convey, transfer and deliver to Buyer or its designees at and as of the Initial Closing (or, if applicable, any Subsequent Closing), the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “"Securities”"), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer shall pay the Adjusted Purchase Price applicable to the Acquired Assets in accordance with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ ' sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Date.

Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this AgreementAgreement and subject to Section 7 hereof, including Section 2.4(b), at Closing (aas hereinafter defined) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, conveyconvey and transfer to the Purchasers, transfer and deliver the Purchasers shall purchase, free and clear of any and all Liens (as hereinafter defined), all of, and only, the assets relating to Buyer the Business specifically set forth in SCHEDULE 1.1(A) herein (the "ACQUIRED ASSETS") and the Permits identified in SCHEDULE 2.12, to the extent the same are transferable. The parties hereto specifically understand and agree that any and all inventory, cash, cash equivalents, receivables, including without limitation, all trade accounts receivable, notes receivable, receivables arising as a result of contracts in transit and receivables from manufacturers, insurance companies, service contract providers and any other vendors or its designees at and as suppliers of the Initial Closing Sellers (or, if applicable, whether on accounts owed as incentive payments or otherwise) and any Subsequent Closing)equipment used by the Sellers to transfer bulk cement from the terminals to the end user (collectively, the Acquired Assets, including all "EXCLUDED ASSETS") will remain the property of the issued and outstanding capital stock Sellers. At Caricement's election, the purchase of the Purchased Entities Acquired Assets from CCD may be structured as a stock purchase of CCD (the "STOCK PURCHASE OPTION") with the remainder of CCD's assets to be segregated and transferred to a legal entity to be formed and owned by the Sellers and set forth on Schedule 5.2 (and, in such case, the “Securities”), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer parties shall pay the Adjusted Purchase Price applicable agree to the use of a stock purchase agreement with customary terms and conditions. All fees, costs and expenses incurred by the Sellers in connection with the Stock Purchase Option, up to a maximum amount of $12,000, shall be borne by the Purchasers (except that any and all Taxes owing as a result of segregation of the remainder of CCD's assets from its Acquired Assets in accordance with Section 3.1 or 3.2order to effectuate the Stock Purchase Option shall be borne equally between the applicable Seller, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with on the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets one hand and the assumption of Purchasers, on the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Dateother hand).

Purchase and Sale of Acquired Assets. Subject to 2.1.1. On the terms and subject to the conditions of set forth in this Agreement, including Section 2.4(b)at the Closing, (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, convey, assign, convey, transfer and deliver to Buyer the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its designees at discretion), and as in reliance on the accuracy of the Initial Closing representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser’s Subsidiaries (oras determined by the Purchaser in its discretion) shall purchase, if applicableacquire and accept from the Sellers, any Subsequent Closing)all of the Sellers’ rights, title and interest in and to the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”)subject to adjustment under Section 2.9, to be purchased at such Closing, all free and clear of all Liens Liens, other than Permitted Liens, and Excluded without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities; . In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and (b) in exchange therefor, Buyer each such Subsidiary shall pay the Adjusted Purchase Price applicable be deemed to be a Purchaser under this Agreement to the Acquired Assets in accordance extent and with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at by such ClosingSubsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, including separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the right extent and with respect to receive all dividendsthe Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, distributions transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any return of capital declaredSubsidiary thereof involves or gives rise to any liability or obligation, paid other than such obligation or made by any of the Purchased Entities liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect of the Securities on to such liabilities or obligations arising from transfers or assignments occurring after the relevant Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability.