Purchase and Sale of Purchased Receivables. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, all of Seller’s right, title and interest in, to and under the Purchased Receivables, free and clear of any and all Encumbrances (other than Permitted Encumbrances).
Purchase and Sale of Purchased Receivables. 7 Section 2.1 Purchase and Sale of Purchased Receivables 7 Section 2.2 No Purchase or Sale of Excluded Assets 8 Section 2.3 No Obligations Transferred 8 Section 2.4 Sale 9 Section 2.5 Nonassignable Assets 9 Section 2.6 Power of Attorney 10 ARTICLE III CLOSING 10 Section 3.1 Closing 10 Section 3.2 Payment of Purchase Price 10 Section 3.3 Seller’s Secretary Certificate 10 Section 3.4 Xxxx of Sale and Assignment 11 Section 3.5 Tax Forms 11 Section 3.6 Depomed Consent and Instruction Letter 11 Section 3.7 Receipt 11
Purchase and Sale of Purchased Receivables. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, on the Tranche A Closing Date, all of Seller’s right, title and interest in, to and under the Purchased Receivables, free and clear of any and all Encumbrances (other than Permitted Encumbrances). It is understood and agreed that Purchaser shall not, by purchase of the Purchased Receivables, acquire any assets or rights of Seller relating to the Product other than those specified in the immediately preceding sentence or as otherwise specified under this Agreement.
Purchase and Sale of Purchased Receivables. Section 2.1 Purchase and Sale of Purchased Receivables. 7 Section 2.2 No Purchase or Sale of Excluded Assets 7 Section 2.3 No Obligations Transferred 7 Section 2.4 Sale 7 Section 2.5 Nonassignable Assets. 8 Section 2.6 Power of Attorney 9 ARTICLE III CLOSING AND TERM Section 3.1 Closing 9 Section 3.2 Payment of Purchase Price 9 Section 3.3 Seller Parties’ Secretary Certificate 9 Section 3.4 Xxxx of Sale and Assignment 9 Section 3.5 Tax Forms 10 Section 3.6 Notice and Acknowledgment Letter 10 Section 3.7 Receipt 10 Section 3.8 Term 10 ARTICLE IV SELLER PARTIES’ REPRESENTATIONS AND WARRANTIES Section 4.1 Existence 10 Section 4.2 Authorization 11 Section 4.3 Enforceability 11 Section 4.4 Absence of Conflicts 11 Section 4.5 Consents 11 Section 4.6 Litigation 11 Section 4.7 Brokers Fees. 12 Section 4.8 Product Agreements. 12 Section 4.9 Title to Purchased Receivables 14 Section 4.10 Product Related IP. 14 Section 4.11 Development of Competitive Products 15 Section 4.12 Compliance with Laws 15 Section 4.13 UCC Representations and Warranties 15 TABLE OF CONTENTS (CONTINUED) Page Section 4.14 Solvency 15 Section 4.15 Disclosure 15 ARTICLE V PURCHASER’S REPRESENTATIONS AND WARRANTIES Section 5.1 Existence 16 Section 5.2 Authorization 16 Section 5.3 Enforceability 16 Section 5.4 Absence of Conflicts 16 Section 5.5 Consents 16 Section 5.6 Litigation 16 Section 5.7 Brokers Fees. 17 ARTICLE VI COVENANTS
Purchase and Sale of Purchased Receivables. .. 9 Section 2.1 Purchase and Sale of Purchased Receivables ................................................... 9 Section 2.2 No Purchase or Sale of Excluded Assets .......................................................... 9 Section 2.3 No Obligations Transferred .............................................................................. 9 Section 2.4 Sale .................................................................................................................. 10 Section 2.5 [***] ................................................................................................................ 10 ARTICLE III
Purchase and Sale of Purchased Receivables. Section 2.1
Purchase and Sale of Purchased Receivables. 6 Section 2.1 Purchase and Sale of Purchased Receivables. 6 Section 2.2 No Purchase or Sale of Excluded Assets 6 Section 2.3 No Obligations Transferred 7 Section 2.4 Sale 7 Section 2.5 Nonassignable Assets 7 Section 2.6 Power of Attorney 8 Section 2.7 No Guarantee of Purchased Receivables 8
Purchase and Sale of Purchased Receivables. Section 2.1Purchase and Sale of Purchased Receivables.
Purchase and Sale of Purchased Receivables
