Purchase Sale of Purchased Assets Sample Clauses

Purchase Sale of Purchased Assets. 8 2.1 PURCHASED ASSETS 8 2.2 EXCLUDED ASSETS 10 2.3 ASSUMED LIABILITIES 11 2.4 RETAINED LIABILITIES 11 2.5 PURCHASE PRICE; PAYMENT OF PURCHASE PRICE 12 2.6 ALLOCATION OF PURCHASE PRICE 13 2.7 CLOSING 14 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER 14 3.1 ORGANIZATION AND QUALIFICATION 14 3.2 ARTICLES OF INCORPORATION AND BY-LAWS 14 3.3 AUTHORITY RELATIVE TO THIS AGREEMENT 14 3.4 NO CONFLICT 15 3.5 REQUIRED FILINGS AND CONSENTS 15 3.6 INVENTORY 15 3.7 ABSENCE OF CERTAIN CHANGES OR EVENTS 15 3.8 PROPERTIES; TITLE 17 3.9 CONTRACTS 19 3.10 PERMITS 20 3.11 COMPLIANCE WITH LAWS 21 3.12 CLAIMS AND PROCEEDINGS 21 3.13 BOOKS AND RECORDS 21 3.14 NO FINDER 21 3.15 ENVIRONMENTAL MATTERS 22 3.16 INSURANCE; FIDELITY BONDS 22 3.17 EMPLOYEE MATTERS 22 3.18 EMPLOYEE BENEFIT PLANS 23 3.20 PURCHASED ASSETS 24 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER 24 4.1 ORGANIZATION AND QUALIFICATION 25 4.2 AUTHORITY RELATIVE TO THIS AGREEMENT 25 4.3 NO CONFLICT 25 4.4 REQUIRED FILINGS AND CONSENTS 25 4.5 NO FINDER 25 ARTICLE V. COVENANTS OF THE PARTIES PRIOR TO CLOSING DATE 26 5.1 CONDUCT OF BUSINESS 26 5.2 CONSENTS, FILINGS AND AUTHORIZATIONS; EFFORTS TO CONSUMMATE 27 5.3 NO SHOP 27 5.4 NOTICES OF CERTAIN EVENTS 28 5.5 PUBLIC ANNOUNCEMENTS 28 5.6 CONFIDENTIALITY 28 5.7 EXPENSES 29 5.8 SUPPLEMENTS TO DISCLOSURE SCHEDULES 29 5.9 ACCESS TO INFORMATION; RECORDS 30 5.10 EMPLOYEES 30 5.11 PRE-CLOSING PROJECTS 31 ARTICLE VI.
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Purchase Sale of Purchased Assets 
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Related to Purchase Sale of Purchased Assets

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • 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 Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • 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 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.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

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