Purchase and Sale of the Business. 15 2.1 Purchase and Sale of Assets 15 2.2 Excluded Assets 15 2.3 Assumption of Liabilities 16 2.4 Excluded Liabilities 16 2.5 Purchase Price; Payment 16 2.6 Closing 16 2.7 Deliveries by Buyer 16 2.8 Deliveries by Sellers 17 2.9 Nonassessability of Assets 18 2.10 Affiliate Acquisitions 19 2.11 Allocation of Purchase Price 19 2.12 Withholding 19 2.13 Escrow 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 20 3.1 Organization and Qualification 20 3.2 Organizational Documents; Records 20 3.3 Authorization 20 3.4 No Violations; Consents 21 3.5 Subsidiaries; Investments 21 3.6 Financial Statements 22 3.7 Absence of Changes 22 3.8 Title to Transferred Assets; Condition and Sufficiency 23 3.9 Leases; Leased Real Property 23 3.10 Intellectual Property 24 3.11 Contracts 28 3.12 Compliance with Laws; Governmental Authorizations 30 3.13 Certain Business Practices 30 3.14 Taxes 31 3.15 Employee and Labor Matters; Benefit Plans 31 3.16 Environmental Matters 33 3.17 Insurance 34 3.18 Related Party Transactions 34 3.19 Proceedings; Orders 34 3.20 Warranties 35 3.21 Product Liability; Recalls 35 3.22 Customers and Suppliers 35 3.23 Export Control Laws 35 3.24 Government Contracts 36 3.25 Solvency; Fraudulent Conveyance 36 3.26 Financial Advisor 36 ARTICLE IV
Purchase and Sale of the Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and shall cause the Selling Subsidiaries to sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller and the Selling Subsidiaries, as applicable, all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following, in each case, free and clear of all Encumbrances, except Permitted Encumbrances:
Purchase and Sale of the Business. 15 2.1 Purchase and Sale of Assets......................................15 2.2
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, at the Closing:
Purchase and Sale of the Business. Subject to the terms and conditions of this Agreement (including the provisions of Section 10(c)(ii)), Seller agrees to sell, assign, convey, transfer and deliver, or cause such sale, assignment, conveyance, transfer and delivery by Seller's affiliates, to Buyer, as of the Closing Date, and Buyer agrees to purchase and take assignment and delivery from Seller as of the Closing Date, of all of Seller's rights, title and interest in the following assets relating to the Business (the "Purchased Assets"):
Purchase and Sale of the Business. 2.1 Purchase and Sale of Assets
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.................................12 Section 2.2 Closing.........................................................13 Section 2.3 Post-Closing Adjustments........................................14 Section 2.4 Deliveries by Purchaser or the Local Purchasers.................18 Section 2.5 Deliveries by Seller and the Local Sellers......................18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERS
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Transferred Shares and Local Assets and Assumption of Local Liabilities.
Purchase and Sale of the Business. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Seller shall sell, convey, assign, transfer and deliver to Purchasers, and Purchasers shall purchase, acquire, accept and pay for, all of Seller’s right, title and interest in all of the properties, assets, and other rights that are (i) owned by Seller (the “Owned Assets”) or (ii) leased by, or licensed to, the Seller (the “Leased Assets”) on the Closing Date (collectively, but subject to the final sentence of this Section 2.1, the “Assets”). AGA shall acquire, accept, and pay for, all of Seller’s right, title and interest in the Assets and Business. Notwithstanding anything to the contrary set forth in this Agreement, Seller retains, and the Assets do not include (i) any right of Seller under this Agreement (including the right to receive payment under Section 2.3 and Exhibit 2.3 of this Agreement and pursuant to the Note the form of which is attached as Exhibit 2.3(a)(i) to this Agreement) and the AGA AB and AGA Guarantee Agreement (the “Agreement Rights”), and (ii) any right that Seller has to seek or collect a purchase price adjustment from The BOC Group that results from the post-closing purchase price adjustment proceeding pursuant to Section 2.05 of the BOC Sale Agreement (the “Purchase Price Adjustment Claim” and together with the Agreement Rights, the “Excluded Assets”).
Purchase and Sale of the Business. Section 2.1 Purchase and Sale of Company Shares and Non-U.S. ------------------------------------------------ Assets and Assumption of Non-U.S. Liabilities. ---------------------------------------------
