PURCHASE AND SALE OF PURCHASED ASSETS; ASSUMPTION OF Sample Clauses

PURCHASE AND SALE OF PURCHASED ASSETS; ASSUMPTION OF. ASSUMED LIABILITIES 1 1.1 Purchase of Assets 1 1.2 Assumption and Exclusion of Liabilities 4 1.3 Purchase Price 5 1.4 Closing Transactions 7 1.5 Allocation of the Purchase Price 9 1.6 Nonassignable Contracts 10 ARTICLE II CONDITIONS TO CLOSING 10 2.1 Conditions to Obligations of Buyer 10 2.2 Conditions to Obligations of Seller 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS AND SELLER 12 3.1 Organization 12 3.2 Power; Authorization of Transactions 12 3.3 Absence of Conflicts 12 3.4 Subsidiaries 13 3.5 Indebtedness 13 3.6 Financial Statements 13 3.7 Inventory 13 3.8 Absence of Undisclosed Liabilities 13 3.9 No Material Adverse Change 14 3.10 Absence of Certain Developments 14 3.11 Contracts and Commitments 16 3.12 Compliance with Laws; Permits; Certain Operations 19 3.13 Legal Proceedings, Orders 20 3.14 Condition and Sufficiency of Assets 21 3.15 Property 22 3.16 Tax Matters 23 3.17 Intellectual Property 24 3.18 Computer and Technology Security 25 3.19 Employees 25 3.20 Employee Benefit Plans 27 3.21 Environmental and Safety Matters 27 3.22 Product and Service Warranty; Liability 29 3.23 Suppliers 29 3.24 Insurance 29 3.25 Brokerage 29 3.26 Affiliate Transactions 29 3.27 Competition Act and Investment Canada Act 29 3.28 Names and Locations 30 3.29 Disclosure 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 30 4.1 Buyer Representations 30 ARTICLE V COVENANTS PRIOR TO CLOSING 31 5.1 General 31 5.2 Access and Investigation 31 EAST\48096305.13 -i- TABLE OF CONTENTS (continued) Page
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Related to PURCHASE AND SALE OF PURCHASED ASSETS; ASSUMPTION OF

  • 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

  • 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.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • 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:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • 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.

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