Common use of Purchase and Sale of Assets Assumption of Liabilities Clause in Contracts

Purchase and Sale of Assets Assumption of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery from the Sellers of, all rights, title and interests in the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. On the terms and subject to the conditions set forth in this Agreement, the aggregate consideration payable to the Sellers on the Closing Date for the purchase and sale of the Acquired Assets will be an amount in cash equal to the Estimated Purchase Price payable upon the consummation of the transactions contemplated herein, subject to adjustment pursuant to the terms hereof (the Estimated Purchase Price as finally adjusted in accordance with the terms of this Agreement, the “Final Closing Purchase Price”). After the Closing, the Sellers shall be entitled to receive (x) the Closing Deferred Payment in accordance with and subject to the terms of Section 2.8 and (y) the Earnout Amounts, if any, to which the Sellers may be entitled pursuant to Section 2.9 (the Closing Deferred Payment, together with any Earnout Amounts and the Final Closing Purchase Price, the “Aggregate Purchase Price”). (b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and thereafter pay, perform or discharge when due or required to be performed only the Assumed Liabilities and no other liabilities of any kind including the Excluded Liabilities. Notwithstanding anything to the contrary provided in this Agreement, the Sellers expressly acknowledge and agree that the Buyer shall not assume or succeed to, and the Sellers shall remain solely liable and responsible for, the Excluded Liabilities.

Purchase and Sale of Assets Assumption of Liabilities. (a) On 2.1 Purchase and Sale of Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at effective as of the Closing, the Sellers shall Closing Date: (a) Seller agrees to sell, assign, transfer transfer, convey and deliver to the BuyerPurchaser, and the Buyer shall purchase, Purchaser agrees to purchase and acquire and take assignment and delivery from the Sellers ofSeller, all rightsof Seller's right, title and interests interest in and to the Acquired Assets, free and clear of all Encumbrances, other than Encumbrances except Permitted Encumbrances. On the terms and subject to the conditions set forth in this Agreement, the aggregate consideration payable to the Sellers on the Closing Date for the purchase and sale of the Acquired Assets will be an amount in cash equal to the Estimated Purchase Price payable upon the consummation of the transactions contemplated herein, subject to adjustment pursuant to the terms hereof (the Estimated Purchase Price as finally adjusted in accordance with the terms of this Agreement, the “Final Closing Purchase Price”). After the Closing, the Sellers shall be entitled to receive (x) the Closing Deferred Payment in accordance with and subject to the terms of Section 2.8 and (y) the Earnout Amounts, if any, to which the Sellers may be entitled pursuant to Section 2.9 (the Closing Deferred Payment, together with any Earnout Amounts and the Final Closing Purchase Price, the “Aggregate Purchase Price”).; (b) On Seller agrees to assign to Purchaser, and Purchaser agrees to assume from Seller, the terms Assumed Liabilities; and (c) Seller agrees to assign to Purchaser, and Purchaser shall assume from Seller, all of Seller's rights and obligations under the Assumed Contracts, subject to the conditions set forth in this obtaining of all necessary consents by the other parties thereto. In connection with the Acquisition, on the Closing Date, Seller shall take (and shall cause its Affiliates to take) any and all actions that may be required, or reasonably requested by Purchaser, to transfer title to all of the Assets, free and clear of all Encumbrances (except Permitted Encumbrances), to Purchaser. Seller shall make the Assets available to Purchaser on the Closing Date, and Seller shall further deliver to Purchaser the Bill xx Sale, Assignment and Assumption Agreement, as well as such other instruments of sale and/or transfer as counsel to Purchaser may reasonably request (whether at or after the Closing) to evidence and effect the Acquisition contemplated herein. Seller agrees that, to the Buyer extent any Assets are owned or held by any Affiliate of Seller, Seller shall assume and thereafter pay, perform or discharge when due or required also cause title to such Assets to be performed only transferred and assigned to Purchaser, free and clear of all Encumbrances (except Permitted Encumbrances), on the Assumed Liabilities and no other liabilities of any kind including the Excluded LiabilitiesClosing Date. Notwithstanding anything herein to the contrary provided in this Agreementcontrary, the Sellers expressly acknowledge Acquisition will not be effective as to Assets and agree that Employees located in France and Assumed Contracts with customers located in France until the Buyer shall not assume or succeed to, date upon which all Laws and the Sellers shall remain solely liable and responsible for, the Excluded Liabilities.Decrees in France applicable to the

Purchase and Sale of Assets Assumption of Liabilities. (a) On the terms and subject to the conditions to be set forth in this a definitive legally binding, written agreement to be negotiated and entered into by Buyer and Seller (the "Definitive Agreement") with regard to the Acquisition, Buyer will purchase substantially all of the operating assets of Seller (the "Assets"), constituting the business of designing, assembling and marketing golf clubs and related golf equipment (the "Business") at the closing (the "Closing"), which shall be specified in the Definitive Agreement to occur no later than three Court days after entry of an order of the Bankruptcy Court approving the Acquisition. The Assets shall include all goods, inventory, general intangibles, customer lists, intellectual property, all molds, dyes, tools and other equipment, except for any agreed-upon changes contemplated by the parties and enumerated in the Definitive Agreement and as except for the Excluded Assets (as defined below). The following assets of Seller related to the Business shall be excluded from the Assets to be purchased by Buyer (collectively, the "Excluded Assets"): (i) all of Seller's cash and cash equivalents, including, but not limited to, bank accounts and temporary cash investments; (ii) the real property lease for Seller's headquarters premises in Carlsbad, California (the "Premises"), including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits and options to renew or purchase in connection therewith, (iii) all furniture, fixtures and equipment owned by Seller, including, but not limited to, all furniture, fixtures and equipment located at the Premises (but excluding molds, dyes, tools and equipment necessary to the production of Seller's products having a fair market value not to exceed $50,000) (collectively, "Excluded FF&E"), (iv) all rights to or claims for refunds of taxes and other charges for periods ending on or prior to the Closing and the benefit of net operating loss carryforwards or other credits of Seller, and (v) all insurance policies of Seller existing as of the Closing, (vi) all prepayments and deposits of any kind whatsoever, including Seller's rental deposit for the Sellers shall sellXxxxxxxxxx facility, assign(vii) all notes and other amounts payable to Seller by current or former employees or independent contractors, transfer (viii) all golf course memberships, including Seller's memberships at Loma Santa Fe and deliver Fairbanks Ranch, and (ix) all actions assertable by Seller under title 11 of the United States Code. In addition to the Buyerforegoing, through and including September 17, 1998, Buyer shall have the right to negotiate with Seller for the purchase of any or all of the Excluded FF&E, the purchase price of which will increase the Cash Payment and the Buyer Purchase Price accordingly. The Acquisition shall purchase, acquire and take assignment and delivery from the Sellers of, all rights, title and interests in the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. On the terms and be subject to the conditions set forth in this Agreement, parties' obtaining the aggregate consideration payable to approval of the Sellers on the Closing Date United States Bankruptcy Court for the purchase and sale Southern District of the Acquired Assets will be an amount in cash equal to the Estimated Purchase Price payable upon the consummation of the transactions contemplated herein, subject to adjustment pursuant to the terms hereof California (the Estimated Purchase Price as finally adjusted in accordance with the terms of this Agreement, the “Final Closing Purchase Price”). After the Closing, the Sellers shall be entitled to receive (x) the Closing Deferred Payment in accordance with and subject to the terms of Section 2.8 and (y) the Earnout Amounts, if any, to which the Sellers may be entitled pursuant to Section 2.9 (the Closing Deferred Payment, together with any Earnout Amounts and the Final Closing Purchase Price, the “Aggregate Purchase Price”"Bankruptcy Court"). (b) On the terms and subject to the conditions set forth in this Agreement, at At the Closing, as consideration for the purchase of the Assets, Buyer shall assume and thereafter pay, perform or discharge when due or required (i) pay to be performed only the Assumed Liabilities and no other liabilities of any kind Seller Four Million Five Hundred Thousand Dollars ($4,500,000) in cash including the Excluded LiabilitiesDeposit (as defined below) (the "Cash Payment"), (ii) issue to Seller redeemable convertible preferred stock of Buyer (the "Stock") with face value of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Face Value"), as more particularly described below, (iii) assume the liabilities set forth under subparagraph (d) below, (iv) irrevocably assign to Seller all rights to payments under the Sumikin Contracts (as defined below) or equivalent rights, in the manner set forth under subparagraph (e) below, and (v) issue to Seller the option to acquire 20,000 shares of Buyer's common stock ("Buyer Common Stock") at a price of $10.00 per share, exercisable in whole or in part at any time for a period of five years after the Closing. Notwithstanding anything The Stock or any portion thereof shall be convertible by Seller at any time after the date that is 18 months following the Closing into that number of shares of Buyer Common Stock equal to the contrary provided in this Agreement, dollar amount of the Sellers expressly acknowledge and agree that the Buyer shall not assume or succeed to, and the Sellers shall remain solely liable and responsible for, the Excluded LiabilitiesFace Value divided by $16.

Purchase and Sale of Assets Assumption of Liabilities. At the Closing (adefined in Section 1.2 hereof) On the terms and subject to the terms and conditions set forth of this Agreement including, without limitation, satisfaction of the conditions found in this Agreement, at the Closing, the Sellers Article 6 hereof: (a) Seller shall sell, assigntransfer, transfer convey and deliver to the BuyerInternet Brands and Internet Brands shall purchase and acquire from Seller, all of Seller’s rights, title, and interest in all Website-related domain and sub-domain names, URLs, software, assets, content, customer, advertiser and member databases, trademarks, service marks, trade names, copyrights, contract rights and all other intellectual property and technology comprising the Buyer shall purchaseWebsite and exclusively related to its business, acquire and take assignment and delivery from the Sellers of, all rights, title and interests in the Acquired Assetseach case identified on Schedule 1.1(a) hereof, free and clear of all Encumbrancesany liens, claims, charges, pledges, security interests, options or other than Permitted Encumbrances. On the terms and subject to the conditions set forth in this Agreement, the aggregate consideration payable to the Sellers on the Closing Date for the purchase and sale of the Acquired Assets will be an amount in cash equal to the Estimated Purchase Price payable upon the consummation of the transactions contemplated herein, subject to adjustment pursuant to the terms hereof legal or equitable encumbrances (the Estimated Purchase Price as finally adjusted in accordance with the terms of this Agreementcollectively, the “Final Closing Purchase Price”). After the Closing, the Sellers shall be entitled to receive (x) the Closing Deferred Payment in accordance with and subject to the terms of Section 2.8 and (y) the Earnout Amounts, if any, to which the Sellers may be entitled pursuant to Section 2.9 (the Closing Deferred Payment, together with any Earnout Amounts and the Final Closing Purchase Price, the “Aggregate Purchase PricePurchased Assets”). (b) On Notwithstanding Section 1.1(a), the terms and subject to Purchased Assets shall exclude any assets (the conditions “Excluded Assets”) not specifically set forth in this AgreementSchedule 1.1(a) and Schedule 2.3, at the Closingincluding without limitation assets related to Seller’s retail websites’ business, the Buyer shall assume Seller’s wholesale and thereafter paycorrespondent loan programs library and related databases, perform or discharge when due or required to be performed only the Assumed Liabilities and no other liabilities of any kind including the Excluded LiabilitiesSeller’s “Lion Broker” broker-to-broker portal and pricing engine. Notwithstanding anything to the contrary provided herein, except for the express assignments granted in this Agreement, nothing herein shall be deemed to transfer any rights in any intellectual property owned, licensed to, conceived, reduced to practice or otherwise developed by Seller by virtue of its reference, incorporation or use within any of the Sellers expressly acknowledge Purchased Assets. (c) As of the Closing Date, Internet Brands shall assume and agree that be liable for all liabilities arising from the Buyer Purchased Assets after Closing, including all post-Closing liabilities for performance under each of the assumed contracts except liabilities, even if arising post-Closing, for services provided by Seller under the assumed contracts prior to Closing (collectively, the “Assumed Liabilities”). Internet Brands agrees to promptly pay, perform, honor and discharge, or cause to be paid or otherwise promptly performed, honored and discharged, from and after the Closing all Assumed Liabilities as they become due and payable and in accordance with the terms thereof. (d) Notwithstanding anything to the contrary herein, Internet Brands is not assuming and shall not assume become responsible for any liability of Seller of whatever nature, whether presently in existence or succeed toarising hereafter, including any liability incurred in connection with, arising out of, or related to the ownership or use of any of the Purchased Assets or the conduct of the Website or its business on or prior to the Closing Date, and all severance and transition costs, except the Sellers shall remain solely liable and responsible for, Assumed Liabilities. All such liabilities other than the Assumed Liabilities are referred to herein as the “Excluded Liabilities” and shall be retained by and remain liabilities of Seller.