Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities Sample Clauses

Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. 15 Section 2.1. Purchase and Sale of Purchased Assets; Pre-Closing Adjustments; No Other Assets Purchased 15 Section 2.2. Assumption of Assumed Liabilities; Pre-Closing Adjustments; No Other Liabilities Assumed 17
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. 4 Section 2.1. Purchase and Sale of Assets; No Other Assets Purchased 4 Section 2.2. Assumed Liabilities. 5 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION 6 Section 3.1. Purchase Price. 6 Section 3.2. Payment at Closing. 6 Section 3.3. Adjustment of Estimated Payment Amount. 6 Section 3.4. Proration; Other Closing Date Adjustments. 7 ARTICLE IV TAXES AND REGULATORY MATTERS 8 Section 4.1. Sales, Transfer and Use Taxes. 8 Section 4.2 Regulatory Matters .8 ARTICLE V CLOSING 9 Section 5.1. Closing Date. 9 Section 5.2. Seller's Deliveries 10 Section 5.3. Purchaser’s Deliveries. 10 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 10
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.1 Purchase and Sale of Transferred Business 22 Section 2.2 Assumption of Liabilities 27 Section 2.3 Sale and Transfer of Servicing 28 Section 2.4 Effect of Multiple Closings 28 Section 2.5 Effect of Secondary Sales 29 ARTICLE III
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.01 Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • 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:

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

  • 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

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • 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.

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