PURCHASE AND SALE OF SHARES AND ASSETS AND ASSUMPTION OF LIABILITIES Sample Clauses

PURCHASE AND SALE OF SHARES AND ASSETS AND ASSUMPTION OF LIABILITIES. 12 2.1 Purchase and Sale of Shares and Assets 12 2.2 Assets of the Purchased Entities 14 2.3 Excluded Assets 15 2.4 Assumption of Liabilities 16 2.5 Excluded Liabilities 18 2.6 Liabilities of the Purchased Entities 21 ARTICLE III CLOSING; CLOSING DELIVERIES 21 3.1 Purchase Price 21 3.2 Closing Date 22 3.3 Closing Deliveries 22 3.4 Working Capital 25 3.5 Purchase Price Allocation 27 3.6 Withholding 28 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS 28 4.1 Corporate Status 28 4.2 Authority 29 4.3 No Conflict; Government Authorizations 29 4.4 Capitalization 30 4.5 Financial Statements 31 4.6 Absence of Certain Changes; Undisclosed Liabilities 31 4.7 Taxes 34 4.8 Intellectual Property 36 4.9 Legal Proceedings 37 4.10 Compliance with Laws; Permits 38 4.11 Environmental Matters 38 4.12 Employee Matters and Benefit Plans 39 4.13 Material Contracts 42 4.14 Material Customers and Suppliers 43 4.15 Real Properties 43 4.16 Personal Properties 43 4.17 Sufficiency of Assets 44 4.18 Labor 44 4.19 Insurance 45 4.20 Products Liability; Warranty 45 4.21 Finder’s Fee 46 4.22 Bank Accounts; Directors and Officers 46 4.23 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES 46 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER 46 5.1 Corporate Status 46 5.2 Authority 46 5.3 No Conflict; Required Filings 47 5.4 Legal Proceedings 47 5.5 Sufficient Funds 47 5.6 Investment Intent 48 5.7 No Reliance 48 5.8 Finder’s Fee 49 5.9 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES 49 ARTICLE VI COVENANTS 50 6.1 Interim Operations of the Business 50 6.2 Filings with Governmental Authorities 52 6.3 Consents; Shared Agreements 55 6.4 Confidentiality; Access to Information 57 6.5 Publicity 61 6.6 Books and Records 61 6.7 Further Action 62 6.8 Expenses 63 6.9 Notification of Certain Matters 63 6.10 Employees and Employee Benefit Plans 63 6.11 Indebtedness; Intercompany Accounts 70 6.12 Insurance Matters 72 6.13 Non-Solicitation of Employees 72 6.14 Non-Competition 73 6.15 Business Confidential Information 75 6.16 Waiver of Conflicts and Attorney-Client Privilege 76 6.17 Closing Cash Balance 76 6.18 Sellers’ Marks 76 6.19 Exclusivity 77 6.20 Certain Payments 78 6.21 Compliance with Letter Agreements 78 6.22 HTT Supply Agreement 78 6.23 HTT Support Obligation 78 ARTICLE VII CLOSING CONDITIONS 78 7.1 Conditions to Obligations of the Sellers and Purchaser 78 7.2 Additional Conditions to Obligations of Purchaser 79 7.3 Additional Conditions to Obligations of the Sellers 79 ARTICLE VIII...
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PURCHASE AND SALE OF SHARES AND ASSETS AND ASSUMPTION OF LIABILITIES. 2.1 Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets), as the same may exist as of the Closing (collectively, the “Purchased Assets”), including all of the Sellers’ right, title and interest in the following:
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PURCHASE AND SALE OF SHARES AND ASSETS AND ASSUMPTION OF LIABILITIES 
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Related to PURCHASE AND SALE OF SHARES AND ASSETS AND ASSUMPTION OF 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:

  • 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.”

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

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

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

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • 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.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • 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.

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