PURCHASE BY BUYER AND SALE BY SELLERS OF THE ASSETS Sample Clauses

PURCHASE BY BUYER AND SALE BY SELLERS OF THE ASSETS. Subject to the terms and conditions set forth, and upon the representations and warranties made, in this Agreement, at the Closing (as hereinafter defined) each of the Sellers shall sell, assign, transfer, convey and deliver to Buyer, and IHF shall cause Buyer to, and Buyer shall, purchase from each of the Sellers, the Assets (as hereinafter defined), free and clear of all Liens (as hereinafter defined) or liabilities (other than Permitted Encumbrances (as hereinafter defined) and liabilities assumed in accordance with this Agreement), and IHF shall cause Buyer to, and Buyer shall, pay the Sellers collectively the Purchase Price (as hereinafter defined) and assume the Assumed Liabilities (as hereinafter defined), all in the form and manner provided for in this Agreement. All liabilities and obligations of any Seller other than the Assumed Liabilities shall remain and be the liabilities and obligations of that Seller after the Closing. IHF may designate which Buyer, whether Acquisition Sub or one of its Subsidiaries, will acquire which portion of the Assets and will assume which portion of the Assumed Liabilities and IHF shall guarantee the performance of the obligations of each Buyer under this Agreement to pay the Purchase Price for the Assets and to assume and to pay the Assumed Liabilities; provided however that IHF's guarantee in respect of the assumption and payment of Assumed Liabilities shall not exceed the aggregate amount of the Assumed Contracts, Trade Payables and current liabilities included in the Assumed Liabilities.
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Related to PURCHASE BY BUYER AND SALE BY SELLERS OF THE ASSETS

  • 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.

  • 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 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:

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • 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 the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

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