Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller, all of the assets, properties, business and rights of Seller (collectively, the "Purchased Assets"), including without limitation, the following assets, and excluding only the Excluded Assets referred to below.
Purchased Assets and Excluded Assets. (a) At and subject to the Closing, the Seller shall sell, assign, transfer and convey (or cause to be sold, assigned, transferred or conveyed) to the Buyer, and the Buyer shall purchase from the Seller, as a going concern, the Purchased Assets and the Business, free and clear of all Liens, other than Permitted Liens. As used herein, the “
Purchased Assets and Excluded Assets. (a) Section 2.1 of the Purchase Agreement shall be amended by deleting the phrase "subject to the mutual agreement of the Sellers and Purchasers in accordance with Section 7.10" from subsection (n) thereof.
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants, indemnities and agreements hereinafter set forth, at the Closing, Seller, Danixx, xxd Dan Xxx shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller and Dan Xxx, the rights of Seller and Dan Xxx in and to the following assets and properties (collectively, the "Purchased Assets"): 8 (a) All inventories of finished products, work in process, raw materials, supplies and packing and shipping material as of the Closing Date, provided, in the case of Dan Xxx, such inventories shall be limited to those located at or exclusively used in connection with the Edmonton bolt, flange and gasket business of Dan Xxx (collectively, the "Inventory"), a summary of such raw materials, finished products and work in process as of September 30, 1995 (except with respect to Dan Xxx which would be as of October 31, 1995) is attached as Schedule 2.1(a) which such list shall be updated as of the Closing Date in accordance with the terms hereof. A complete list of finished goods, work in process and raw materials as of the Closing Date will be provided, including a segregated list of Inventory securing the 4-year Subordinated Inventory Note, hereinafter defined;
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, the assets, properties and rights of Seller described on Exhibit 2.1 attached hereto (collectively, the "Purchased Assets"). Notwithstanding the foregoing, the Purchased Assets shall not include, and Buyer will not purchase, (a) any insurance policies or insurance contracts, (b) tax refunds applicable to periods prior to the Closing or (c) the assets listed on Exhibit 2.1-A attached hereto (collectively the "Excluded Assets").
Purchased Assets and Excluded Assets. (a) On the Closing Date (as hereinafter defined), Seller agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, all assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, and wherever situated, owned by Seller and used in the Business on the Closing Date including, but not limited to, the assets described in paragraphs (i) through (vii) below used by Seller in the conduct of the Business, except for the Excluded Assets (as hereinafter defined). The assets to be purchased and sold hereunder shall be referred to in this Agreement as the "Purchased Assets" and shall be purchased by Purchaser free and clear of any and all mortgages, liens, security interests, pledges, charges, claims, restrictions. encumbrances, options and rights of third parties. The assets comprising the Purchased Assets are as follows:
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and indemnities hereinafter set forth, effective at midnight on July 31, 1997 (i) Parent is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Parent, the parcel of land owned by Parent and described in Schedule 2.1.1 (the "Fee Property") and (ii) Seller and Parent are selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller and Parent, all of the assets of Seller and Parent, respectively, used in the Business (together with the Fee Property collectively referred to as the "Purchased Assets"), including but not limited to all of Seller's and Parent's right, title and interest in and to the following:
Purchased Assets and Excluded Assets. For purposes of this Agreement, the "Purchased Assets" shall consist of all right, title and interest in and to all of the assets utilized in the Business which are specified on Schedule 2.02 as being Purchased Assets, which Schedule 2.02 is incorporated by reference herein and made a part hereof, and the Seller or any Member, as the case may be, shall retain all right, title and interest in and to the Excluded Assets which are specified on Schedule 2.02 as being Excluded Assets.
Purchased Assets and Excluded Assets
