Purchase Price and Assumption of Assumed Liabilities Sample Clauses

Purchase Price and Assumption of Assumed Liabilities. As full consideration for the sale, transfer, conveyance, assignment and delivery of the Purchased Assets by the Selling Parties to Purchaser, Purchaser shall (i) deliver to the Selling Parties at the Closing a wire transfer(s) of immediately available funds in an amount equal to $540,000,000 in the aggregate, as adjusted pursuant to Section 2.2(a) (collectively, the “Purchase Price”) and (ii) assume at the Closing and subsequently, in due course in accordance with the terms applicable thereto, pay, perform and discharge the Assumed Liabilities. The Purchase Price shall be paid by wire transfers of immediately available funds in the allocation amounts and to the wire transfer address(es) of the Selling Parties as provided to Purchaser on or before the second (2nd) Business Day prior to the Closing Date.
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Purchase Price and Assumption of Assumed Liabilities. As full consideration for the sale, transfer, conveyance and assignment of the Transferred Assets to Purchaser, Purchaser will (i) deliver to the Selling Persons (or one or more of their designees or Subsidiaries) at the Closing one or more wire transfers of immediately available funds to the wire transfer address or addresses (as provided by Seller to Purchaser on or before the second Business Day prior to the Closing Date), equal to $925,000,000 in the aggregate (the “Purchase Price”), adjusted pursuant to Section 3.2, and (ii) assume the Assumed Liabilities. Purchaser will make Purchase Price payments to U.S. Selling Persons in U.S. dollars and will make Purchase Price payments to non-U.S. Selling Persons in the functional currency of such Selling Persons.
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Purchase Price and Assumption of Assumed Liabilities. (a) As full consideration for the sale, transfer, conveyance, assignment and delivery to Purchaser of the Purchased Assets by the Seller Entities, Purchaser shall (i) deliver to Seller (for the further payment to the Seller Entities) at the Closing a wire transfer(s) of immediately available funds in an amount equal to $100,000,000, plus the amount, if any, by which the Estimated Inventory is greater than the Closing Date Inventory Target, minus the amount, if any, by which the Closing Date Inventory Target is greater than the Estimated Inventory, in the aggregate (collectively, the “Estimated Purchase Price” and, subject to the adjustment set forth in Section 2.2, the “Purchase Price”) and (ii) assume at the Closing and subsequently, in due course in accordance with the terms applicable thereto, pay, perform and discharge the Assumed Liabilities. The Purchase Price shall be paid by wire transfers of immediately available funds to the wire transfer address of Seller as provided to Purchaser on or before the second (2nd) Business Day prior to the Closing Date. (b) Not less than two (2) Business Days prior to the anticipated Closing Date, Seller shall deliver to Purchaser a good-faith estimate, calculated in accordance with the Accounting Protocol, which shall set forth the estimated amount of Purchased Inventory of the Product Lines (the “Estimated Inventory”) with reasonably detailed supporting documentation, as of 11:59 p.m., Eastern time, on the Business Day immediately preceding the Closing Date and determined in accordance with the Accounting Protocol. Purchaser shall be entitled to review and provide comments to Seller on the calculations of the Estimated Inventory and the components thereof. Seller shall in good faith consider and discuss with Purchaser any comments that Purchaser makes on such calculations and may, if Seller, in its reasonable discretion, considers it appropriate in light of timing, facts and circumstances, re-issue the Estimated Inventory prior to the Closing, and any such re-issued Estimated Inventory shall serve as the basis for calculating the Estimated Purchase Price for purposes of Closing and the provisions of Section 2.2.
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Purchase Price and Assumption of Assumed Liabilities. As full consideration for the sale, transfer, conveyance and assignment of the Transferred Assets to Purchaser, Purchaser will assume the Assumed Liabilities and pay the first $4,000,000 of the Purchase Price to the Selling Persons (or one or more of their designees) in U.S. Dollars by wire transfer of immediately available federal funds to an account or accounts designated by Seller in advance of such payment. Within sixty (60) days of the Closing Date, Purchaser will pay the remaining $2,500,000 of the Purchase Price to the Selling Persons in U.S. Dollars in accordance with the terms and conditions of the Promissory Note.
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Purchase Price and Assumption of Assumed Liabilities. (a) In consideration of NCA's sale, assignment and delivery of the Non-Article 28 Assets to Purchaser, Purchaser is simultaneously herewith paying to NCA, by wire transfer of immediately available funds, to the account of NCA or its designee, the amount of One Million Five Hundred Ninety Seven Thousand Six Hundred Seventy and 30/100 ($1,597,670.30) Dollars (the "Purchase Price"). (b) Purchaser and Parent, jointly and severally, hereby assume and agree to pay, perform and discharge, as and when the same shall become due, those liabilities and obligations of NCA, only, described on Schedule 3(b)(i) annexed hereto and made a part hereof, and whether or not the same arose prior to or after the date hereof, together with those liabilities and obligations under the equipment leases and software licenses described on Schedule 3(b)(ii) annexed hereto, but only to the extent liabilities and obligations due under said equipment leases accrue (unless if and to the extent said payments are set forth on Schedule 3(b)(i) hereof) from and after the date hereof (collectively, the "Assumed Liabilities"). Without limiting the generality of the foregoing, all liabilities and obligations described as "Category I" on Schedule 3(b)(i) shall be paid within ninety (90) days of the date hereof. In the event that any Category I liability is not paid in full, Purchaser shall (or Parent shall cause Purchaser to) provide NCA promptly (but in no event beyond said ninety (90) day period) with a statement addressed to NCA from the payee of each such Category I liability stating that said payee releases NCA from all further obligations with respect thereto. Purchaser shall (or Parent shall cause Purchaser to) (but in no event beyond seven (7) days after receipt by the issuing entity thereof), provide NCA with copies of all cancelled checks issued by or on behalf of either party on account of such Assumed Liabilities. (c) It is expressly understood and agreed that, other than the Assumed Liabilities, neither Purchaser nor Parent is hereby assuming, and/or agreeing to pay and/or becoming liable for, any obligation and/or liability of NCA. (d) The Purchase Price and Assumed Liabilities shall be allocated among the Non-Article 28 Assets acquired hereunder in accordance with Schedule 3(d) hereof. It is agreed that the
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Purchase Price and Assumption of Assumed Liabilities. (a) Purchaser agrees to assume the Assumed Liabilities and pay to Seller the sum of (i) the Closing Payment, plus (ii) the amount of the Upward Adjustment Amount (if any), minus (iii) the amount of the Downward Adjustment Amount (if any), plus (iv) the Escrow Amount (less all amounts thereof disbursed to Purchaser) (collectively, the “Purchase Price”). At the Closing, Purchaser will pay to Seller the sum of (x) $18,000,000, plus (y) the Estimated Inventory Fee, minus (z) the Escrow Amount (the “Closing Payment”). At Closing, payments shall be made as follows: (i) Purchaser will pay by wire transfer of immediately available funds the Closing Payment in the allocation amounts and to the wire transfer addresses of Seller as provided to Purchaser by or on behalf of Seller on or before the second (2nd) Business Day prior to the Closing Date; and (ii) Purchaser will deposit the Escrow Amount by wire transfer of immediately available funds into the Escrow Account, which shall be held and distributed in accordance with the terms of the Escrow Agreement.
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Purchase Price and Assumption of Assumed Liabilities 
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Related to Purchase Price and Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall (i) assume and, subject to Section 2.5, Section 6.5, Section 6.6 and Article VII, pay, perform, satisfy and discharge any and all Liabilities of the Sellers or any of their Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), whether arising prior to, on or after the Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Business or the Purchased Assets (including the Shares) and (ii) cause the Conveyed Subsidiaries and their Subsidiaries to pay, perform, satisfy and discharge any and all of their respective Liabilities, in each case of the foregoing clauses (i) and (ii), other than Liabilities identified as Retained Liabilities in clauses (a) through (g) of Section 2.5 (all of the foregoing Liabilities being collectively referred to herein as the “Assumed Liabilities”). The Assumed Liabilities shall also include the following: (a) all Liabilities to the extent expressly assumed by, retained by or agreed to be performed by Purchaser or its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries) pursuant to the terms of this Agreement, including all Liabilities to the extent transferred to or assumed or retained by Purchaser or its Subsidiaries pursuant to Section 6.6 and Section 6.13; (b) all Liabilities in respect of any Action, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, to the extent arising out of, or to the extent relating to, the Business or the operation or conduct of the Business prior to, on or after the Closing; (c) all Liabilities for Taxes of the Conveyed Subsidiaries and their Subsidiaries and, without duplication, all other Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets or the Business, in each case, other than Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement; (d) all Liabilities to the extent arising out of, or to the extent relating to, the design, manufacture, testing, marketing, distribution, use or sale of Products prior to, on or after the Closing, including warranty obligations and irrespective of the legal theory asserted; (e) all Liabilities to suppliers and customers, in each case to the extent arising out of, or to the extent relating to, the Business, including in respect of any Products returned prior to, on or after the Closing; (f) all accounts payable and all other Liabilities, in each case included in the calculation of Final Business Working Capital, all Funded Indebtedness included in the calculation of Final Business Net Cash and all other Indebtedness of the Conveyed Subsidiaries (or their Subsidiaries) that is not Funded Indebtedness; (g) all Environmental Liabilities of any nature whatsoever to the extent arising out of, or relating to, or in respect of the Conveyed Subsidiaries (or their Subsidiaries), the Purchased Assets, the Business or the Facilities, whether arising prior to, on or after the Closing, other than the Retained Facilities Environmental Liabilities or the Retained Environmental Liabilities; (h) all Liabilities to the extent relating to, resulting from or arising out of the Assumed Contracts, including Purchaser’s or its Affiliates’ (including any Conveyed Subsidiary’s or its Subsidiaries’) portion of Shared Contractual Liabilities pursuant to Section 2.2(d); and (i) the Liabilities set forth in Section 2.4(i) of the Seller Disclosure Letter.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Defeasance and Assumption Costs The related Mortgage Loan documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the lender incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the lender associated with the approval of an assumption of such Mortgage Loan.

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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