Purchase and Sale of Assets and Shares Sample Clauses

Purchase and Sale of Assets and Shares. Section 2.01 Transfers of Assets by the Asset Sellers
Sample 1
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Purchase and Sale of Assets and Shares. (a) Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing (as defined in Section 2.6), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser all of the Seller's right, title and interest in and to the Purchased Assets and the Purchaser shall purchase such Purchased Assets from the Seller and assume the Assumed Liabilities (the "Asset Purchase Transaction"). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO THE ASSUMED LIABILITIES, THE PURCHASER IS NOT ASSUMING, NOR SHALL IT IN ANY MANNER BECOME LIABLE FOR, ANY LIABILITIES OR OBLIGATIONS OF ANY KIND OR NATURE WHATSOEVER OF THE SELLER OR ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO THE EXCLUDED LIABILITIES.
Sample 1
Purchase and Sale of Assets and Shares. Section 2.1 Transfers of Assets……………………………………………………..….……...... 12 Section 2.2 Assumption of Liabilities by the Buyer…………………………………................. 14 Section 2.3 Transfer of Shares……………………………………………………………....….. 16 Section 2.4 Consideration………………………………………………………………….….... 16 Section 2.5 The Closing……………………………………………………………………….... 19 Section 2.6 Deliveries at the Closing……………………………………………………….…... 19 Section 2.7 Post-Closing Purchase Price Adjustment…....……………………………………... 22 Section 2.8 Works Council Matters……………………………………………………….......... 25 Section 2.9 Purchase Price Allocation………………………………………………………..... 26 Section 2.10 Tax Treatment of Post-Closing Payments…………………………………….….... 27 Section 2.11 Completion of Transfers………………………………………………………….... 27 Section 2.12 Withholding………………………………………………………………………... 28
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Purchase and Sale of Assets and Shares. ....... 1
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Purchase and Sale of Assets and Shares. ASSUMPTION OF LIABILITIES 15 Section 2.01. Purchase and Sale of the Assets of the Seller 16 Section 2.02. Excluded Assets 17 Section 2.03. Assumption of Liabilities 18 Section 2.04. Excluded Liabilities 19 Section 2.05. Further Conveyances and Assumptions; Consent of Third Parties 19 Section 2.06. Bulk Sales Laws 20 Section 2.07. Purchase and Sale of the Shares of the Company 20 ARTICLE III CONSIDERATION 20 Section 3.01. Purchase Price 20 Section 3.02. Closing Cash Consideration Adjustment 21 Section 3.03. Post-Closing Purchase Price Adjustments 22 ARTICLE IV CLOSING 24 Section 4.01. Closing 24 Section 4.02. Deliveries by Seller 25 Section 4.03. Deliveries by Purchaser 26 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 27 Section 5.01. Organization, Power and Authorization; Binding Effect 27 Section 5.02. Consents and Approvals 27 Section 5.03. Noncontravention 28 Section 5.04. Information Provided 28 Section 5.05. Title to Purchased Assets; Sufficiency 28 Section 5.06. Financial Statements 28 Section 5.07. Absence of Certain Changes 29 Section 5.08. Litigation; Compliance with Law 29 Section 5.09. Contracts 30 Section 5.10. Real Property 30 i TABLE OF CONTENTS (continued) Page Section 5.11. Intellectual Property 31 Section 5.12. Employee Plans 33 Section 5.13. Environmental Matters 34 Section 5.14. Labor Matters 35 Section 5.15. Finders’ Fees 36 Section 5.16. Furniture and Equipment 36 Section 5.17. Taxes 36 Section 5.18. Insurance 36 Section 5.19. Products 37 Section 5.20. Customers and Suppliers 37 Section 5.21. Prohibited Payments 37 Section 5.22. Sanctions 37 Section 5.23. Related Party Transactions 38 Section 5.24. Corporate Split 38 Section 5.25. Non-Tantalum Inventory 38 Section 5.26. No Other Representations or Warranties 38 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 38 Section 6.01. Organization, Power and Authorization; Binding Effect 38 Section 6.02. Consents and Approvals 39 Section 6.03. Noncontravention 39 Section 6.04. Litigation 39 Section 6.05. Financial Ability to Perform 39 Section 6.06. Finders’ Fees 40 Section 6.07. Condition of the Business 40 ARTICLE VII COVENANTS OF SELLER 40 Section 7.01. Corporate Split Procedure 40 Section 7.02. Conduct of the Business 40 Section 7.03. Access 42 Section 7.04. Restrictive Covenants 44 Section 7.05. Insurance 45 Section 7.06. Real Property 45 TABLE OF CONTENTS (continued) Page Section 7.07. ITAR 46 Section 7.08. Confidentiality 46 Section 7.09. Remediation Activities 46 ARTICLE VIII...
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Purchase and Sale of Assets and Shares. Section 2.1. Purchase and Sale 47 2.1.1. Assets and Shares 47 2.1.2. Excluded Assets 49 2.1.3. Assumed Liabilities 50 2.1.4. Excluded Liabilities 53 2.1.5. Assumption and/or Assignment or Rejection of 365 Contracts. 54
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Purchase and Sale of Assets and Shares 
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Related to Purchase and Sale of Assets and Shares

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

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