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

Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. (a) Subject to all of the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement, Buyer shall purchase and accept from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, on the dates and in the manner specified in this article 2, all of Seller's right, title, and interest in the Purchased Assets.
Sample 1
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Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. 7 Section 2.1. Purchase and Sale of Purchased Assets ................ 7 Section 2.2. Assumption of Liabilities ............................ 7 Section 2.3. Purchase Price ....................................... 7 Section 2.4. Payment of the Purchase Price at Closing ............. 7 Section 2.5. Allocation of Purchase Price ......................... 7 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER AND TRACE FOAM .................................................. 8
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Section 2.1 Purchased Assets and Excluded Assets 9 Section 2.2 Assumed Liabilities and Excluded Liabilities 13 Article III PURCHASE PRICE AND CLOSING Section 3.1 Closing 14 Section 3.2 Purchase Price 15 Section 3.3 Purchase Price Adjustments 15 Section 3.4 Allocation of Purchase Price 17 Section 3.5 Tax Reporting 17 Article IV REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 4.1 Organization 18 Section 4.2 Authorization of Transaction 18 Section 4.3 Noncontravention; Consents 18 Section 4.4 Financial Statements; Accounting Controls 19 Section 4.5 Liabilities 19 Section 4.6 Absence of Certain Changes 19 Section 4.7 Title to Properties; Liens 21 Section 4.8 Equipment 22 Section 4.9 Intellectual Property Assets 22 Section 4.10 Certain Contracts 23 Section 4.11 Orders and Commitments 24 Section 4.12 Taxes 24 Section 4.13 Litigation 25 Section 4.14 Compliance with Law 25 Section 4.15 Environmental Protection 26 Section 4.16 Labor Relations 26 Section 4.17 Employee Benefit Matters 27 Section 4.18 Transactions with Affiliates 28 Section 4.19 Customers and Suppliers 28 Section 4.20 Insurance 28 Section 4.21 LIMITATION ON WARRANTIES 28 TABLE OF CONTENTS Page Article V REPRESENTATIONS AND WARRANTIES OF THE BUYER Section 5.1 Organization 29 Section 5.2 Authorization of Transaction 29 Section 5.3 Noncontravention; Consents 29 Section 5.4 Litigation 29 Section 5.5 Availability of Funds 30 Section 5.6 Brokers’ Fees 30 Section 5.7 No Further Representations and Warranties 30 Article VI PRE-CLOSING COVENANTS Section 6.1 Conduct of the Business 30 Section 6.2 Access 32 Section 6.3 Bulk Sales Laws 32 Section 6.4 General 32 Section 6.5 Notices and Consents 32 Section 6.6 Notice of Developments 32 Section 6.7 Estoppel 33 Article VII POST-CLOSING COVENANTS Section 7.1 General 33 Section 7.2 Post-Closing Consents; Nonassignable Assets 33 Section 7.3 Litigation Support 34 Section 7.4 Prorations 35 Section 7.5 Tax Matters 35 Section 7.6 Records and Documents 36 Section 7.7 Use of Excluded Names 37 Section 7.8 Non-Solicitation 37 Section 7.9 Non-Competition 38 Section 7.10 Insurance 39 Section 7.11 Physical Inventory 39 Article VIII EMPLOYEE MATTERS Section 8.1 Employment 40 Section 8.2 Employee Benefit Matters 40 Section 8.3 Defined Contribution Plans 43 Section 8.4 Defined Benefit Plans 43 Section 8.5 Compliance with WARN 43 Section 8.6 Workers’ Compensation Claims 43 Section 8.7 Incentive Compensation Payments 44 TABLE OF CONTENTS Page Section 8.8 Accrued Vacation 44 Articl...
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor, certain assets in connection with the business of selling time share units at the Resort, which consists of promissory notes in the approximate amount of $2.0 million and unsold inventory of time share units (collectively, the "Purchased Assets"), and the Purchaser covenants and agrees to assume and be responsible for certain liabilities in connection with the business of selling time share units at the Resort, which consists primarily of commissions payable (collectively, the "Assumed Liabilities"), all as more particularly set out and described in Schedule 2.2 attached hereto.
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. 10 Section 2.1. Purchase and Sale of Purchased Assets....................................................................................... 10 Section 2.2. Assumption of Assumed Liabilities............................................................................................ 11 Section 2.3. No Other Assets Purchased; Unassignable Assets and Liabilities.............................................. 11 Section 2.4. Excluded Liabilities..................................................................................................................... 12 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION; PRORATION............................................................................................................................................................. 12 Section 3.1. Purchase Price............................................................................................................................. 12 Section 3.2. Payments at Closing.................................................................................................................... 12 Section 3.3. Post-Closing Consents and Second Closing................................................................................ 13 Section 3.4. Adjustment of Estimated Amounts.............................................................................................. 13 Section 3.5. Allocation of Purchase Price....................................................................................................... 14 Section 3.6. Proration; Other Closing Date Adjustments................................................................................ 15
Sample 1
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities

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

  • 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

  • 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:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • 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.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • 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

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

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