PURCHASE AND SALE OF ASSETS AND ASSUMPTION Sample Clauses

PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 9 Section 2.1 Purchase of Seller Assets and Assumption of Seller Liabilities 9 Section 2.2 Purchase of Maquiladora Assets and Assumption of Maquiladora Liabilities 10 Section 2.3 Purchased and Excluded Assets 10 Section 2.4 Assumed and Excluded Liabilities 13 ARTICLE III PURCHASE PRICE AND CLOSINGS 13 Section 3.1 Closing 13 Section 3.2 Maquiladora Closing 14 Section 3.3 Purchase Price 14 Section 3.4 Purchase Price Adjustment 14 Section 3.5 Allocation of Purchase Price 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 16 Section 4.1 Organization 16 Section 4.2 Authorization of Transaction 16 Section 4.3 Noncontravention; Consents 16 Section 4.4 Financial Statements 17 Section 4.5 Absence of Certain Changes 17 Section 4.6 Title to and Sufficiency of Assets 18 Section 4.7 Contracts 19 Section 4.8 Real Property 19 Section 4.9 Intellectual Property 20 Section 4.10 Tax Matters 21 Section 4.11 Legal Compliance; Permits 21 Section 4.12 Litigation 22 Section 4.13 Product Liability; Product Warranties 22 Section 4.14 Employees and Employee Benefits 22 TABLE OF CONTENTS (continued) Page Section 4.15 Environmental 23 Section 4.16 Customers and Suppliers 23 Section 4.17 Brokers’ Fees 24 Section 4.18 Insurance 24 Section 4.19 Accounts Receivable 24 Section 4.20 Inventory 24 Section 4.21 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER 25 Section 5.1 Organization 25 Section 5.2 Authorization of Transaction 25 Section 5.3 Noncontravention; Consents 25 Section 5.4 Litigation 26 Section 5.5 Availability of Funds 26 Section 5.6 Investigation 26 Section 5.7 Brokers’ Fees 26 Section 5.8 LIMITATIONS ON THE SELLER’S REPRESENTATIONS AND WARRANTIES 26 ARTICLE VI COVENANTS 27 Section 6.1 General 27 Section 6.2 Consents; Nonassignable Contracts 27 Section 6.3 Apportioned Obligations 28 Section 6.4 Agreements Regarding Employee Matters 29 Section 6.5 Agreements Regarding Tax Matters 30 Section 6.6 Preservation of Records 31 Section 6.7 Seller’s Obligation to Change its Name 32 Section 6.8 Non-Competition; Non-Solicitation 32
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 1.1. Acquired Assets 1 1.2. Excluded Assets 2 1.3. Assumed Liabilities 3 1.4. Excluded Liabilities 4 1.5. Payment of Purchase Price 4 1.6. Final Determination of Net Value 5 1.7. Allocation of Purchase Price 5 1.8. Withholding 6 1.9. Non-Assignable Assets 6 ARTICLE II CLOSING 7 2.1. The Closing 7 2.2. Deliveries by Seller 7 2.3. Deliveries by Purchaser 8 2.4. Conditions to Purchaser’s Obligation 8 2.5. Conditions to Seller’s Obligations 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 10 3.1. Organization and Corporate Power 10 3.2. Due Authorization 10 3.3. No Violation; Consents 10 3.4. Material Contracts 11 3.5. Financial Statements; 11 3.6. Absence of Undisclosed Liabilities 12 3.7. Absence of Certain Developments 12 3.8. Tangible Assets 12 3.9. Intellectual Property 13 3.10. Compliance with Laws and Regulations; Permits 14 3.11. Litigation 14 3.12. [Reserved] 15 3.13. Taxes 15 3.14. Entire Interest; All Assets 16 3.15. Financial Advisors/Broker Fees 16 3.16. Customers and Suppliers 16
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 Section 1.01 Purchase of Assets 1 Section 1.02 Assumption of Liabilities 3 Section 1.03 Names and Marks 4 Section 1.04 Excluded Assets 4
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 Section 1.1 Purchase of Acquired Business 1 Section 1.2 Closing 1 Section 1.3 Acquisition Consideration 1 Section 1.4 Payments in connection with Closing 2 Section 1.5 Purchase Price Adjustment 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER 4 Section 2.1 Organization 4 Section 2.2 Authorization of Transaction 4 Section 2.3 Noncontravention; Consents 4 Section 2.4 Title to Acquired Business 5 Section 2.5 Litigation 5 Section 2.6 Brokers’ Fees 5 Section 2.7 [Government Contracts 5 Section 2.8 Compliance with Law 7 Section 2.9 Assets Used in the Acquired Business 8 Section 2.10 Taxes 8 Section 2.11 No Other Agreements to Sell 8 Section 2.12 Employees and Consultants 8 Section 2.13 Employee Benefit Plans 9 Section 2.14 CARES Act 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER 11 Section 3.1 Organization 11 Section 3.2 Authorization of Transaction 11 Section 3.3 Noncontravention; Consents 11 Section 3.4 Litigation 11 ARTICLE IV COVENANTS 11 Section 4.1 General 11 Section 4.2 Post-Closing Consents and Approvals; Nonassignable Contracts 11 Section 4.3 Agreements Regarding Tax Matters 12
Sample 1
PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 8 2.1. Purchased Assets 8 2.2. Excluded Assets 9 2.3. Purchase Price 9 2.4. Allocation of Purchase Price 10 2.5. Tax 10 2.6. No Liabilities to be Assumed 10 2.7. Closing 11 2.8. Transition; Payment of Employees 12
Sample 1
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Related to PURCHASE AND SALE OF ASSETS AND ASSUMPTION

  • 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:

  • 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

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

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

  • 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.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

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

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6 and Section 10.7, the Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • 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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