Common use of Purchase and Sale of the Transferred Assets Clause in Contracts

Purchase and Sale of the Transferred Assets. (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire all of the Company’s right, title and interest in, to and under all of the Company’s assets (other than the Excluded Assets), including: (i) all cash and cash equivalents, including all available for sale securities; (ii) all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments (collectively, “Accounts Receivable”); (iii) all prepaid expenses or deposits; (iv) all of the Company’s inventory and raw materials, work-in-process, finished products, supplies, biological and chemical materials, accessories, packaging materials, goods or parts used, held for use, held for sale or intended for use or sale, or to be furnished by the Company; (v) all owned or leased tangible personal property, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, supplies and other tangible personal property, and any warranties or guarantees, express or implied, existing for the benefit of the Company in respect to such tangible personal property; (vi) each of the Contracts, including the Lease, but excluding the Excluded Contracts (the “Transferred Contracts”); (vii) all Permits, to the extent transferable, each of which is set forth in Schedule 2.1(a)(vii) attached hereto; (viii) express or implied warranties, representations or guarantees, whether oral, written or implied, made by suppliers of furnishing goods or services to the Company to the extent transferable; (ix) the Company IP and the Company’s rights in any other Company IP Rights; (x) the Company IT System; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (xi) all documentation with respect to the results of any and all development activities with respect to any drug product or potential drug product undertaken by or on behalf of the Company, including any clinical and nonclinical pharmacokinetic and toxicology studies, and all documents included in any regulatory dossier or regulatory filings with the FDA or any foreign equivalent for any such product; (xii) all Business Records (other than the Company’s accounting, Tax, books of account, ledgers, and financial records and files); (xiii) copies of the Corporate Records and the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xiv) subject to the consent of the applicable plan providers, the Benefit Plans set forth on Schedule 2.1(a)(xiv) attached hereto (the “Assumed Benefit Plans”). The properties, assets, rights and claims to be purchased by the Purchaser pursuant to this Section 2.1(a) shall collectively be referred to herein as the “Transferred Assets.” As of the Closing, all right, title and interest to and risk of loss as to the Transferred Assets (whether or not covered by insurance) shall pass from the Company to the Purchaser free and clear of all Encumbrances other than Permitted Encumbrances. (b) Notwithstanding anything to the contrary in Section 2.1(a) hereof, the Company shall retain its existing right, title and interest in, to and under, and the Transferred Assets shall exclude, the following assets (collectively, the “Excluded Assets”): (i) all income Tax Returns, Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the Company; (ii) the books, records, files and minutes of meetings of the Company Board or Company Stockholders, incorporation, stock transfer and Tax documents and all similar or related corporate records of the Company (the “Corporate Records”) to the extent not relating to the Business or not reasonably necessary for the reporting, operation, conduct or planning of the Business; (iii) all of the Company’s right, title and interest under this Agreement and the Ancillary Agreements; (iv) records pertaining to the Company’s employees not constituting Transferred Employees; (v) each of the contracts, agreements, and arrangements set forth in Schedule 2.1(b)(v) attached hereto (the “Excluded Contracts”); (vi) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (vii) all assets of the Benefit Plans other than the Assumed Benefit Plans; (viii) all of Company’s right, title and interest with respect to any and all insurance policies of the Company; (ix) copies of all Business Records; (x) all of the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xi) all of Company’s right, title and interest with respect to any and all attorney-client privileged communications, work-product, files (including electronic or otherwise), and other attorney-client matters.

Purchase and Sale of the Transferred Assets. (a) Subject to the satisfaction or waiver of the terms and conditions set forth herein and for the consideration specified in this AgreementSection 2.05(a), at the Closing and as of the Closing DateClosing, the Company (i) Seller shall sell, assign, transfer, convey, assign convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances, all of the CompanySeller’s right, title and interest inin the Interests, to and under all of the Company’s assets (other than the Excluded Assets), including: (i) all cash and cash equivalents, including all available for sale securities; (ii) all accounts receivableMMAC and MEC shall assign, notes receivable, loans receivable, advances, letters of credit convey and other transfer to the Buyer their respective rights to receive payments (collectivelyand interests in the Management Arrangements and Management Fee Rights, “Accounts Receivable”); (iii) all prepaid expenses or deposits; (iv) all of the Company’s inventory and raw materials, work-in-process, finished products, supplies, biological and chemical materials, accessories, packaging materials, goods or parts used, held for use, held for sale or intended for use or sale, or to be furnished by the Company; (v) all owned or leased tangible personal property, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, supplies and other tangible personal property, and any warranties or guarantees, express or implied, existing for the benefit of the Company in respect to such tangible personal property; (vi) each of the Contracts, including the Lease, but excluding the Excluded Contracts (the “Transferred Contracts”); (vii) all Permits, to the extent transferable, each of which is set forth in Schedule 2.1(a)(vii) attached hereto; (viii) express or implied warranties, representations or guarantees, whether oral, written or implied, made by suppliers of furnishing goods or services to the Company to the extent transferable; (ix) the Company IP and the Company’s rights in any other Company IP Rights; (x) the Company IT System; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (xi) all documentation with respect to the results of any and all development activities with respect to any drug product or potential drug product undertaken by or on behalf of the Company, including any clinical and nonclinical pharmacokinetic and toxicology studies, and all documents included in any regulatory dossier or regulatory filings with the FDA or any foreign equivalent for any such product; (xii) all Business Records (other than the Company’s accounting, Tax, books of account, ledgers, and financial records and files); (xiii) copies of the Corporate Records and the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xiv) subject to the consent of the applicable plan providers, the Benefit Plans set forth on Schedule 2.1(a)(xiv) attached hereto (the “Assumed Benefit Plans”). The properties, assets, rights and claims to be purchased by the Purchaser pursuant to this Section 2.1(a) shall collectively be referred to herein as the “Transferred Assets.” As of the Closing, all right, title and interest to and risk of loss as to the Transferred Assets (whether or not covered by insurance) shall pass from the Company to the Purchaser free and clear of all Encumbrances other than Permitted Encumbrances. the Encumbrances set forth on Section 3.10 of the Disclosure Schedules (b) Notwithstanding anything the Interests and the Management Arrangements and Management Fee Rights being collectively, the “Transferred Assets”). Immediately prior to the contrary in Section 2.1(a) hereofClosing, the Company shall retain its existing righthold all of the assets related to the Company Business which, title and interest infor the avoidance of doubt, to and under, and shall include the Transferred Assets shall exclude, the following assets (collectively, the “Excluded Assets”):following: (i) all income Tax Returns, Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the Company; assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible wherever located and whether now existing or hereafter acquired, (ii) the bookscash and cash equivalents, records(iii) all accounts or notes receivable, files (iv) all IT Assets, including all Software, (v) all inventory, finished goods, raw materials, work in progress, suppliers, parts or other inventories, (vi) all Permits, (vii) all Real Property, (viii) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and minutes of meetings other tangible personal property, and (ix) all of the Company Board goodwill and going concern value, in each case, relating to, used or Company Stockholders, incorporation, stock transfer and Tax documents and all similar or related corporate records of arising in connection with the Company (the “Corporate Records”) to the extent not relating to the Business or not reasonably necessary for the reporting, operation, conduct or planning of the Business; (iiib) all rights to any Claims of any nature available to or being pursued by Seller, MMAC, MEC or any of their respective Affiliates to the Company’s rightextent related to the Company Business, title and interest under this Agreement and the Ancillary AgreementsTransferred Assets or the Obligations, whether arising by way of counterclaim or otherwise; (ivc) records pertaining all prepaid expenses, credits, advance payments, Claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the Company’s employees not constituting Transferred Employees; (v) each payment of the contracts, agreements, and arrangements set forth in Schedule 2.1(b)(v) attached hereto (the “Excluded Contracts”Taxes); (vid) all non-assignable or non-transferable Permits of the Business (Seller, MMAC, MEC’s and their respective Affiliates’ rights under warranties, indemnities and all similar rights against third parties to the extent the parties are unable to obtain the required consent related to the assignment of Company Business or any such Permit); ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (vii) all assets of the Benefit Plans other than Transferred Assets or the Assumed Benefit PlansObligations; (viiie) all of Company’s right, title and interest with respect to any and all insurance policies of the CompanyAssigned Contracts; (ix) copies of all Business Records; (xf) all of insurance benefits, including rights and proceeds, arising from or relating to the Company’s accountingCompany Business, Tax, books of account, ledgers, and financial records and filesthe Transferred Assets or the Obligations; and (xig) all of Company’s right, title the Seller Books and interest with respect to any and all attorney-client privileged communications, work-product, files (including electronic or otherwise), and other attorney-client mattersRecords.

Purchase and Sale of the Transferred Assets. (a) Subject On the terms and subject to the satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Closing and as of the Closing DateClosing, the Company Seller shall contribute, sell, assign, transfer, convey, assign convey and deliver to the PurchaserCompany, and the Purchaser Company shall purchase acquire and acquire all of the Company’s right, title and interest in, to and under all of the Company’s assets (other than the Excluded Assets), including: (i) all cash and cash equivalents, including all available for sale securities; (ii) all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments (collectively, “Accounts Receivable”); (iii) all prepaid expenses or deposits; (iv) all of the Company’s inventory and raw materials, work-in-process, finished products, supplies, biological and chemical materials, accessories, packaging materials, goods or parts used, held for use, held for sale or intended for use or sale, or to be furnished by the Company; (v) all owned or leased tangible personal property, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, supplies and other tangible personal property, and any warranties or guarantees, express or implied, existing for the benefit of the Company in respect to such tangible personal property; (vi) each of the Contracts, including the Lease, but excluding the Excluded Contracts (the “Transferred Contracts”); (vii) all Permits, to the extent transferable, each of which is set forth in Schedule 2.1(a)(vii) attached hereto; (viii) express or implied warranties, representations or guarantees, whether oral, written or implied, made by suppliers of furnishing goods or services to the Company to the extent transferable; (ix) the Company IP and the Company’s rights in any other Company IP Rights; (x) the Company IT System; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (xi) all documentation with respect to the results of any and all development activities with respect to any drug product or potential drug product undertaken by or on behalf of the Company, including any clinical and nonclinical pharmacokinetic and toxicology studies, and all documents included in any regulatory dossier or regulatory filings with the FDA or any foreign equivalent for any such product; (xii) all Business Records (other than the Company’s accounting, Tax, books of account, ledgers, and financial records and files); (xiii) copies of the Corporate Records and the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xiv) subject to the consent of the applicable plan providers, the Benefit Plans set forth on Schedule 2.1(a)(xiv) attached hereto (the “Assumed Benefit Plans”). The properties, assets, rights and claims to be purchased by the Purchaser pursuant to this Section 2.1(a) shall collectively be referred to herein as the “Transferred Assets.” As of the Closingaccept from Seller, all right, title and interest to of Seller in and risk of loss as to the assets set forth below (the “Transferred Assets”), other than the Excluded Assets (whether or not covered by insurance) shall pass from the Company to the Purchaser as defined below), in each case free and clear of all Encumbrances Liens, other than Permitted Encumbrances. (b) Notwithstanding anything to the contrary in Section 2.1(a) hereofLiens, the Company shall retain its existing right, title and interest in, to and under, and the Transferred Assets shall exclude, the following assets (collectively, the “Excluded Assets”):Liens created or imposed by Purchaser or Liens under applicable securities Laws: (i) all income Tax Returns, Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the CompanyTopping Units; (ii) the books, records, files Facilities and minutes of meetings of the Company Board or Company Stockholders, incorporation, stock transfer and Tax documents and all similar or related corporate records of the Company (the “Corporate Records”) to the extent not relating to the Business or not reasonably necessary for the reporting, operation, conduct or planning of the BusinessEquipment; (iii) all of the Company’s right, title and interest under this Agreement and the Ancillary AgreementsHydrocarbon Inventory; (iv) records pertaining to the Company’s employees not constituting Transferred EmployeesNon-Hydrocarbon Inventory; (v) each the rights of the contracts, agreements, Purchaser and arrangements the Company with respect to the Transferred Real Property set forth in Schedule 2.1(b)(v) attached hereto (the “Excluded Contracts”)Refinery Property Lease; (vi) all non-assignable or non-transferable Permits the rights of the Business (Purchaser and the Company with respect to the extent Seller Real Property and the parties are unable to obtain SPM Property set forth in the required consent to the assignment of any such Permit); ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2Refinery Access Agreement; (vii) all assets of the Benefit Plans other than the Assumed Benefit PlansContracts; (viii) all of Company’s right, title and interest with respect to any and all insurance policies of the CompanyTransferable Permits; (ix) copies of all Business the Transferred Records; (x) all of Seller’s rights under warranties, indemnities and all similar rights against third parties, in each case that are exclusively related to any Transferred Assets; (xi) the Company’s accounting, Tax, books other assets and properties listed on Section 1.1(a)(x) of account, ledgers, and financial records and filesthe Seller Disclosure Schedule; and (xixii) all other assets and rights (excluding any Excluded Assets) of Company’s rightevery kind and nature, title and interest real or personal, tangible or intangible, used or held by Seller exclusively for use in connection with respect to any and all attorney(A) its ownership, lease, use or operation of the Topping Units or (B) the Topping Operations. For the avoidance of doubt, the Transferred Assets shall not include Refinery Units that are independently capable of producing Hawaii-client privileged communications, work-product, files (including electronic or otherwise), and other attorney-client mattersgrade gasoline blendstock without further processing of the product yields that are produced by the Transferred Assets.

Purchase and Sale of the Transferred Assets. (a) Subject to the satisfaction or waiver of the terms and conditions set forth in this Agreement, including Section 2.2 hereof, at the Closing and as of the Closing DateClosing, the Company Seller shall sell, transfer, convey, assign assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and acquire accept from the Seller, all of the Company’s right, title and interest of the Seller in, to and under all of the Company’s assets (exclusively relating to the Business free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the Excluded “Transferred Assets”), including: (ia) all cash and cash equivalents, including all available for sale securities; Inventory existing as of the Closing Date (ii) all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments (collectively, the “Accounts ReceivableTransferred Inventory”); (iiib) all prepaid expenses or depositstangible assets, including machinery and equipment, owned by the Seller and used exclusively in the Business, including the tangible assets set forth in Schedule 2.1(b) attached hereto (the “Transferred Tangible Assets”); (ivc) all of the Company’s inventory and raw materialsPatents that are owned (whether exclusively, work-in-process, finished products, supplies, biological and chemical materials, accessories, packaging materials, goods jointly or parts used, held for use, held for sale otherwise) or intended for use or sale, or purported to be furnished owned by the CompanySeller and used exclusively in the Business, as set forth in Schedule 2.1(c) attached hereto (the “Transferred Patents”), and all causes of action, claims and demands of any nature arising under or with respect to the Transferred Patents, including all claims and damages for the past or future infringement of any such Transferred Patents; (vd) all the Other IP that is owned (whether exclusively, jointly or leased tangible personal propertyotherwise) or purported to be owned by the Seller and used exclusively in the Business, including machineryeach item of Other IP set forth in Schedule 2.1(d) attached hereto (the “Transferred Other IP” and together with the Transferred Patents, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, supplies and other tangible personal property, and any warranties or guarantees, express or implied, existing for the benefit of the Company in respect to such tangible personal property“Transferred IP”); (vie) each copies of any Copyable Technology that is both owned (whether exclusively, jointly or otherwise) or purported to be owned by the ContractsSeller, and used exclusively in the Business, including each item of Copyable Technology set forth in Schedule 2.1(e) attached hereto (the Lease“Transferred Copyable Technology”); (f) the Non-Copyable Technology that is both owned (whether exclusively, but excluding jointly or otherwise) or purported to be owned by the Excluded Seller, and used exclusively in the Business, including each item of Non-Copyable Technology set forth in Schedule 2.1(f) attached hereto (the “Transferred Non-Copyable Technology” and together with the Transferred Copyable Technology, the “Transferred Technology”); (g) the Contracts exclusively related to the Business set forth in Schedule 2.1(g) attached hereto (the “Transferred Contracts”); (viih) all Permitsthe Permits used or held for use by the Seller exclusively in the operation of the Business, to including the extent transferable, each of which is Permits set forth in Schedule 2.1(a)(vii2.1(h) attached hereto; (viii) express , but only if transferable or implied warranties, representations or guarantees, whether oral, written or implied, made by suppliers of furnishing goods or services to the Company to the extent transferable; (ix) the Company IP and the Company’s rights in any other Company IP Rights; (x) the Company IT System; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (xi) all documentation with respect to the results of any and all development activities with respect to any drug product or potential drug product undertaken by or on behalf of the Company, including any clinical and nonclinical pharmacokinetic and toxicology studies, and all documents included in any regulatory dossier or regulatory filings with the FDA or any foreign equivalent for any such product; (xii) all Business Records (other than the Company’s accounting, Tax, books of account, ledgers, and financial records and files); (xiii) copies of the Corporate Records and the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xiv) subject to the consent of the applicable plan providers, the Benefit Plans set forth on Schedule 2.1(a)(xiv) attached hereto assignable (the “Assumed Benefit PlansTransferred Permits”). The properties, assets, rights and claims to be purchased by the Purchaser pursuant to this Section 2.1(a) shall collectively be referred to herein as the “Transferred Assets.” As of the Closing, all right, title and interest to and risk of loss as to the Transferred Assets (whether or not covered by insurance) shall pass from the Company to the Purchaser free and clear of all Encumbrances other than Permitted Encumbrances. (b) Notwithstanding anything to the contrary in Section 2.1(a) hereof, the Company shall retain its existing right, title and interest in, to and under, and the Transferred Assets shall exclude, the following assets (collectively, the “Excluded Assets”):; (i) all income Tax Returns, Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits goodwill of the Company;Business; and (ii) the books, records, files and minutes of meetings of the Company Board or Company Stockholders, incorporation, stock transfer and Tax documents and all similar or related corporate records of the Company (the “Corporate Records”j) to the extent not relating permitted by applicable Law and commercially feasible, the relevant books and records exclusively related to the Business or not reasonably necessary for the reporting, operation, conduct or planning of the Business; (iii) all of the Company’s right, title and interest under this Agreement and the Ancillary Agreements; (iv) records pertaining to the Company’s employees not constituting Transferred Employees; (v) each of the contracts, agreements, and arrangements set forth in Schedule 2.1(b)(v) attached hereto (the “Excluded Contracts”); (vi) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit); ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (vii) all assets of the Benefit Plans other than the Assumed Benefit Plans; (viii) all of Company’s right, title and interest with respect to any and all insurance policies of the Company; (ix) copies of all Business Records; (x) all of the Company’s accounting, Tax, books of account, ledgers, and financial records and files; and (xi) all of Company’s right, title and interest with respect to any and all attorney-client privileged communications, work-product, files (including electronic or otherwise), and other attorney-client matters.