Purchase of Assets and Assumption of Liabilities Sample Clauses

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyers will purchase from the Sellers, and the Sellers will sell, assign, convey and deliver to the Buyers, free and clear of any Liens other than Permitted Liens, the Purchased Assets, and the Buyers will assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

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, (i) the Purchaser agrees to purchase, and the Company agrees to sell, the Assets (as defined below) of the IM Division from the Company, and (ii) the Purchaser agrees to assume the Assumed Liabilities of the IM Division (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. (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. “Purchased Assets” shall mean the following assets, properties and rights of Seller (but, for the avoidance of doubt, excluding the Excluded Assets):

Purchase of Assets and Assumption of Liabilities. 18 ARTICLE 3 PURCHASE PRICE & TAXES 23

Purchase of Assets and Assumption of Liabilities. Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (i) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing (as defined below), all of the Business, Assets (as defined below), properties, goodwill, rights and interests 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 (ii) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein.

Purchase of Assets and Assumption of Liabilities. 2.1 THE ACQUIRED ASSETS. The "Acquired Assets" shall include all assets of the Dealer used in any respect in the operation of the Business (except for Excluded Assets as defined below in Section 2.2), which Acquired Assets shall include, but not be limited to, the following (except for Excluded Assets as defined below in Section 2.2):

Purchase of Assets and Assumption of Liabilities. 2.01. Purchase of Assets 8 2.02 Excluded Assets 9 2.03. Assumed Liabilities 10 2.04. Excluded Liabilities 10 2.05. Nonassignable Contracts and Rights 11 2.06. Trust Preferred Securities 11 2.07. Sale and Transfer of Servicing 12

Purchase of Assets and Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

Purchase of Assets and Assumption of Liabilities. Closing 1

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at the Closing (as defined in Section 4.01), effective as of the Closing Date (as defined in Section 4.01), the Buyer shall (a) purchase from the Sellers, and the Sellers shall sell, assign, transfer, convey and deliver to the Buyer, all of the Sellers’ respective rights, title and interests in and to all of the assets and properties used in connection with the Business, as the same shall exist on the Closing Date, except for the Excluded Assets as described in Section 1.03, all of such assets and properties being hereinafter collectively referred to as the “Purchased Assets”; (b) assume all of the liabilities set forth all of the liabilities of Sellers as specifically set forth in Section 3.01 hereof and on Schedule 1.01 hereto.