Purchase Sale and Assumption. Section 2.1 Purchase and Sale of Assets 22 Section 2.2 Assumption of Liabilities 22 Section 2.3 Purchase Price 22 Section 2.4 Form of Consideration 23 Section 2.5 Purchase Price Adjustment 23 Section 2.6 Allocation of Fees and Expenses 24 Section 2.7 Allocation of Purchase Price 25
Purchase Sale and Assumption. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company all of its right, title and interest in and to the Purchased Assets owned, leased, licensed or possessed by the Company, free and clear of all Liens other than Permitted Liens.
(b) As consideration for the transactions contemplated hereby, Purchaser shall (i) pay to the Company (and/or one or more of its Subsidiaries or Affiliates designated by the Company) by wire transfer in same-day funds an amount equal to the Closing Date Payment on the Closing Date, (ii) deliver to the Escrow Agent the Indemnification Escrow Amount by wire transfer in same-day funds to an account designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Parent and the Company set forth in Article IX, and (iii) accept and assume from the Company, and thereafter pay, perform and discharge when due, the Assumed Liabilities.
Purchase Sale and Assumption. At the Closing, subject to the terms and conditions set forth herein, (a) (i) US Purchaser shall purchase from US Seller, and US Seller shall sell, convey, assign, transfer, and deliver to US Purchaser, the Units, free and clear of any Encumbrances, (ii) Canada Purchaser shall purchase from Canada Seller, and Canada Seller shall sell, convey, assign, transfer, and deliver to Canada Purchaser, Canada Seller’s rights, title and interest in and to the Transferred Assets, and (iii) to the extent not an asset of the Company or otherwise acquired by the Purchasers, the US Purchaser shall acquire all current assets to the extent included in Net Working Capital as finally determined in accordance with Section 1.1(b)(ii), and (b) to the extent not a liability of the Company, the US Purchaser shall assume all current liabilities to the extent included in Net Working Capital as finally determined in accordance with Section 1.1(b)(ii) (such liabilities set forth in clauses (b)(i) and (b)(ii) above being collectively referred to herein as the “Assumed Liabilities”).
Purchase Sale and Assumption. 11 Section 2.1 Purchase and Sale of Assets............................... 11 Section 2.2
Purchase Sale and Assumption. Buyer hereby agrees to buy from Seller and Seller hereby agrees to sell, transfer and assign to Buyer, in either case at the Sale Date, all right, title and interest of Seller in and to the Servicing Rights. Such sale shall be without recourse except as provided in this Agreement. Buyer agrees to assume all obligations in connection with the Servicing Rights arising on and after the Sale Date, subject to the approval of FNMA prior to the applicable Transfer Date.
Purchase Sale and Assumption. 12 SECTION 2.01.
Purchase Sale and Assumption. Subject to the terms and conditions of this Agreement, at the Effective Time, (i) ABI will deliver the Purchase Price to CSBI, (ii) the Bank will deliver the Designated Assets to CSBI, and (iii) CSBI shall deliver the Bank Stock to ABI, duly endorsed in blank accompanied by valid stock powers, free and clear of any and all liens and encumbrances of any and every nature whatsoever, and assume the Designated Liabilities.
Purchase Sale and Assumption. (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to Transfer or cause to be Transferred, to Buyer at the Closing all of Seller’s right, title and interest in, to and under the Purchased Interest. The Purchased Interest shall be Transferred free and clear of all Liens, other than Permitted Liens.
(b) Upon the terms and subject to the conditions of this Agreement, Buyer (or its permitted designee) agrees, effective at the time of the Closing, to assume all of the Assumed Obligations.
Purchase Sale and Assumption. 2.1 Purchase Price, Assumption of Liabilities and Transfer of Assets. At the Closing, and subject to the terms and conditions set forth in this Agreement, Seller shall convey, assign and transfer to Purchaser and Purchaser shall purchase from Seller all of Seller's right, title and interest in and to the Branch Offices and the Assets. In consideration for the Assets and Branch Offices, Purchaser shall assume at the Closing the Liabilities of Seller and shall pay to Seller the Purchase Price. Seller shall also transfer to Purchaser all of Seller's rights and benefits under any Contracts and the Records of Seller related to any Liability assumed or Asset acquired by Purchaser.
Purchase Sale and Assumption
