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 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, other than as set forth in Section 6.30, Section 6.34 and Section 6.35, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.
Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.
Purchase and Sale of Assets Assumption of Liabilities. 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.2 Excluded Assets 8 Section 2.3 Assumption of Liabilities 10 Section 2.4 Purchased Assets 11 Section 2.5 Further Conveyances and Assumptions 11 Section 2.6 Pre- and Post-Closing and Transitional Matters. 12
Purchase and Sale of Assets Assumption of Liabilities. Transactional Overview; Purchase and Sale of Assets.
Purchase and Sale of Assets Assumption of Liabilities. 10 2.1 Purchase and Sale of Assets.................................10 2.2 Excluded Assets.............................................11
Purchase and Sale of Assets Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Company shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and accept from the Company, all of the Company's right, title and interest in and to, as of the Closing Date, the following assets (collectively, the "Assets"):
(i) the Servicing Rights;
(ii) the LIS Shares;
(iii) the REO;
(iv) the Accounts Receivable;
(v) the FF&E;
(vi) the Contracts;
(vii) the Records;
(viii) the Custodial Accounts and the Escrow Funds;
(ix) the Trade Names;
(x) the Investments and the Other Assets; and
(xi) the Turkey Pile Loans.
(b) It is understood and agreed that Buyer is not acquiring from the Company, and the Company shall retain ownership of, all right, title and interest in and to, any property or asset which is not being transferred pursuant to this Section 2.1 (collectively, the "Excluded Assets").
(c) Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise provided herein, on the Closing Date, the Company shall assign to Buyer, and Buyer shall accept and assume from the Company, and Buyer agrees to pay, honor, perform and discharge all obligations with respect to, and shall be solely and exclusively liable for (except to the extent indemnifiable pursuant to Article VII hereof), all of the liabilities and obligations of the Company that arise under or relate to (i) the Servicing Rights, (ii) the Contracts, and (iii) those liabilities which comprise the general ledger accounts of the Company set forth on Schedule VII hereto (the "Scheduled Liabilities"), in each case which liabilities and obligations become due and payable on or after the Closing Date (the "Assumed Liabilities").
(d) It is understood and agreed that, except as expressly set forth in this Agreement, Buyer shall not
Purchase and Sale of Assets Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey, and deliver to Purchaser, free and clear of all Encumbrances, except for Permitted Liens, all of Seller’s right, title, and interest in and to, and obligations with respect to, the Assets and the Liabilities.
(b) Notwithstanding anything in this Agreement to the contrary, except as expressly provided in (a) above, Purchaser shall not assume or have any liability for, and Purchaser does not undertake to assume or discharge, any liability or obligation of Seller of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued in the financial statements of Seller (the “Retained Liabilities”), and Seller shall retain all such Retained Liabilities.
(c) The sales, purchases, transfers, assumptions, leases, and other acts made or taken at the Closing will be made or taken to be effective as of the Close of Business, notwithstanding the time of the Settlement Payment. Seller shall be responsible for the Branches and the operation thereof until the Close of Business. The Close of Business shall be the relevant cutoff time for purposes of the proration described in Section 5.16(b), and any amounts to be paid in accordance with Section 5.16(b) shall be paid contemporaneously with the Final Settlement Payment.
Purchase and Sale of Assets Assumption of Liabilities. 1 Section 1.1............ Sale and Transfer of Assets and Assumptions of Liabilities................... 1
Purchase and Sale of Assets Assumption of Liabilities. EMPLOYEE MATTERS 1
Section 1.1 Purchased Assets 1 Section 1.2 Excluded Assets 1 Section 1.3 Assumed Liabilities; Excluded Liabilities 2 Section 1.4 Electronic Transfer of Certain Assets 2 Section 1.5 Inability to Assign Assigned Contracts 2 ARTICLE II. PURCHASE PRICE AND RELATED MATTERS 3 Section 2.1 Purchase Price 3 Section 2.2 Payment of Purchase Price 3 Section 2.3 Closing Inventory Adjustment Procedures. 4 Section 2.4 Earn-Out 5 Section 2.5 Purchase Price Adjustments 6 Section 2.6 Allocation of Closing Purchase Price 7 Section 2.7 Tax Withholding 8 Section 2.8 Distribution of Purchase Price.. 8 ARTICLE III. CLOSING; CLOSING CONDITIONS AND DELIVERIES 8 Section 3.1 Closing 8 Section 3.2 Conditions to Obligations of Purchaser to Close 8 Section 3.3 Conditions to Obligations of Seller and the Equityholders to Close 10 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 11 Section 4.1 Representations and Warranties Regarding Seller 11 Section 4.2 Representations and Warranties Regarding Equityholders 27 Section 4.3 MMT Parties Representations and Warranties 29 ARTICLE V. PRE-CLOSING COVENANTS 30 Section 5.1 General 30 Section 5.2 Regulatory and Other Approvals; Notices and Consents 31 Section 5.3 Operation and Preservation of Business 32 Section 5.4 Access 33 Section 5.5 Exclusivity 33 Section 5.6 Confidential Information 34 Section 5.7 NFP Documents; Permitted NFP Changes. 34 ARTICLE VI. ADDITIONAL COVENANTS 35 Section 6.1 Further Assurances 35 Section 6.2 MMT Party Confidential Information 35 Section 6.3 Customer and Supplier Inquiries; Accounts Receivable 36 Section 6.4 Tax Matters 36 Section 6.5 [RESERVED] 37 Section 6.6 Books and Records 37 Section 6.7 Preservation and Transition of Marijuana Inventory. 38 Section 6.8 Non-Competition and Non-Solicitation 38 Section 6.9 Continuation of Seller Existence 39 Section 6.10 Warranty Claims. 39 Section 6.11 Kxxx Payments. 39 Section 6.12 Legend. 40 ARTICLE VII. CERTAIN REMEDIES 40 Section 7.1 Indemnification Obligations 40 Section 7.2 Indemnification Procedure 41 Section 7.3 Survival 43 Section 7.4 Limitations 44 Section 7.5 Materiality Qualifiers 45 Section 7.6 Exclusive Remedy; Rights to Specific Performance 45 Section 7.7 Recourse 45 Section 7.8 Knowledge and Investigation 46 Section 7.9 Effect of Indemnification Payments 46 Section 7.10 No Right of Contribution or Subrogation 46 Section 7.11 Effect of Officer’s Certificates 46 Section 7.12 References to “Indemnification Obligations” 46 ARTICLE VIII. TERMINATION OF ...
