Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing:
Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Buyer, the Purchased Assets.
Purchase of Assets and Assumption of Liabilities. (a) At the Closing, on the terms and subject to the conditions set forth herein, Buyer shall purchase and assume from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens. “
Purchase of Assets and Assumption of Liabilities. In reliance upon the representations, warranties and covenants contained in this Agreement as of the date hereof and on the Closing Date, the Purchaser agrees to (i) purchase the Assets (as defined below) from the Company, and (ii) assume the Assumed Liabilities (as defined below), in each case on the terms and conditions set forth in this Agreement. The sale, transfer, conveyance, assignment and delivery of the Assets by the Company shall convey (x) good and valid title to the Assets that are tangible assets, (y) all of the Company's interests in and to the Assets that are intangible assets, and (z) good and valid title to the Assets that are, and all of the Company's interests in and to the Assets that are, mixed assets, free and clear of any and all Encumbrances, except for the Assumed Liabilities and the Permitted Encumbrances.
Purchase of Assets and Assumption of Liabilities. 18 2.1 Purchase and Sale of Purchased Assets 18 2.2 Assumption of Assumed Liabilities 19 2.3 Assignment of Contracts 19 2.4 Transfer and Assignment of Permits and Licences 21 2.5 Transfer of Shares 22 ARTICLE 3 PURCHASE PRICE & TAXES 23 3.1 Purchase Price 23 3.2 Satisfaction of Purchase Price 23 3.3 Allocation of Purchase Price 23 3.4 Taxes 23 3.5 Section 116 of ITA 23 3.6 Tax Elections 26
Purchase of Assets and Assumption of Liabilities. Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (a) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing (as defined below), substantially all of the Business, Assets (as defined below), properties, goodwill and rights of Seller as a going concern, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected in the books and records of Seller, and (b) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein.
Purchase of Assets and Assumption of Liabilities. 11 2.01. Purchase of Assets 11 2.02. Excluded Assets 11 2.03. Assumed Liabilities 13 2.04. Excluded Liabilities 13 2.05. Nonassignable Contracts and Rights 14 ARTICLE III CLOSING AND TRANSFER AMOUNT 15 3.01. Closing 15 3.02. Transfer Amount 15 3.03. Post-Closing Transfer Calculation 16 3.04. Final Settlement 16 3.05. Purchase Price Allocation 17 3.06. Prorations 17 3.07. Custodial Accounts 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HRB BANK AND BLOCK FINANCIAL 18 4.01. Organization and Authority 18 4.02. Execution and Delivery 18 4.03. Capitalization of HRB Bank 19 4.04. Compliance with Laws, Permits and Instruments 19 4.05. Financial Statements 20 4.06. Undisclosed Liabilities 20 4.07. Litigation 20 4.08. Consents and Approvals 21 4.09. Ownership of Assets 21 4.10. Absence of Certain Changes or Events 21 4.11. Contracts and Commitments 21 4.12. Taxes and Tax Returns 22 4.13. No Material Adverse Change 23 4.14. Evidences of Indebtedness 23 4.15. Regulatory Compliance 23 4.16. Books and Records 23 4.17. Financial Products and Services 23 4.18. Interest Rate Risk Management Instruments 23 4.19. Participations 24 4.20. Finder’s Fee 24 4.21. Custodial Accounts 24 4.22. Trust Accounts 24 4.23. Deposits 24 4.24. Customer Information Security 24 4.25. Prior Purchase and Assumption Agreement 24 4.26. Available Funds 25 4.27. Disclosure 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BOFI 25 5.01. Organization and Authority 25 5.02. Execution and Delivery 25 5.03. Compliance with Laws, Permits and Instruments 26 5.04. Consents and Approvals 26 5.05. Financial Statements 26 5.06. Undisclosed Liabilities 27 5.07. Litigation 27 5.08. Regulatory Compliance 27 5.09. Finder’s Fee 27 5.10. Association Rights 27 5.11. Nevada Branch 27 5.12. Disclosure 27
Purchase of Assets and Assumption of Liabilities. 2.1 Purchase and Sale of Purchased Assets 15 2.2 Assumed Liabilities 15 2.3 Assignment of Contracts 15 2.4 Transfer and Assignment of Permits and Licenses 16 ARTICLE 3 CONSIDERATION & TAXES 3.1 Consideration 17 3.2 Satisfaction of Consideration 17 3.3 Allocation of Consideration 17 3.4 Taxes 18 3.5 Tax Elections. 18
Purchase of Assets and Assumption of Liabilities. 11 2.1 Purchase and Sale of Purchased Assets 11 2.2 Assumption of Assumed Liabilities 11
Purchase of Assets and Assumption of Liabilities. 7 Section 2.1 Purchase of Assets and Assumption of Liabilities.............. 7 Section 2.2 Purchased and Excluded Assets................................. 7 Section 2.3 Assumed and Excluded Liabilities.............................. 9
