Common use of Sale and Purchase of Assets; Assumption of Assumed Liabilities Clause in Contracts

Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions hereof, at the Closing, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred and delivered) to Buyer, and Buyer shall purchase from Seller, all right, title and interest in, to and under the Acquired Assets, free and clear of all Liens (other than Permitted Liens) in exchange for (i) the Purchase Price, which shall be payable as set forth in Section 1.4(b) and Section 1.5, and (ii) the assumption by Buyer of the Assumed Liabilities. (b) Upon the terms and subject to the conditions hereof, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities. Notwithstanding anything to the contrary in any Transaction Document, (i) Buyer shall not assume, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities and (ii) Buyer shall not acquire any Excluded Assets. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer, and the Acquired Assets shall not include, any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a Third Party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent is not obtained prior to the Closing (each, a “Deferred Item”). In such case, (A) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price due pursuant to Section 1.1(a), (B) from and after the Closing, Seller and Buyer will cooperate and use commercially reasonable efforts to obtain such consent as soon as practicable after the Closing, and (C) until such consent is obtained, Seller and Buyer will cooperate with each other in any reasonable alternative arrangement (including subleasing or subcontracting, if permitted) to provide (or cause to be provided) to Buyer the economic benefits under such Deferred Item, including, to the extent permitted by applicable Law or the applicable Contract or Permit, enforcement for the benefit of Buyer of all claims or rights arising thereunder, and, if Buyer so receives such economic benefits, to relieve Seller of the burdens intended hereby to be assigned to and assumed by Buyer in respect of such Deferred Item.

Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions hereof, at the Closing, Seller shall does hereby sell, assign, transfer and deliver (or cause to be sold, assigned, transferred and delivered) to Buyer, and Buyer shall does hereby purchase from Seller, all right, title and interest in, to and under the Acquired Assets, Assets free and clear of all Liens (other than Permitted Liens) in exchange for (i) a payment of cash consideration in the aggregate amount of $13,225,000 (the “Purchase Price”), of which shall be payable as set forth in Section 1.4(b) and Section 1.5, and (ii) the assumption Seller acknowledges $133,333.00 was paid by Buyer and received by Seller on August 29, 2014 pursuant to the Letter Agreement, dated as of August 29, 2014, between Buyer and Seller (the Assumed Liabilities“Exclusivity Extension Fee”). Notwithstanding anything to the contrary in any Transaction Document, the Acquired Assets shall not include the Excluded Assets. (b) Upon the terms and subject to the conditions hereof, at the Closing, Buyer shall does hereby assume and agree to pay, perform and discharge when due the Assumed Liabilities. Notwithstanding anything to the contrary in any Transaction Document, (i) Buyer shall does not assume, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities and (ii) Buyer shall not acquire any Excluded AssetsLiabilities. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer, and the Acquired Assets shall not include, transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a Third Party third party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent is has not been obtained prior to the Closing (each, each a “Deferred Item”). In such case, (Aw) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price due pursuant to Section 1.1(a)and shall not constitute an Acquired Asset, (Bx) from and after the Closing, Seller and Buyer will cooperate and use its commercially reasonable efforts to obtain such consent as soon as practicable after the Closing, and (Cy) until such consent is obtained, Seller shall use its commercially reasonable efforts to provide to Buyer the benefits under such Deferred Item and (z) upon obtaining such consent, Seller shall execute and deliver such instruments as Buyer will cooperate with each other may reasonably request to assign or transfer such Deferred Item to Buyer as promptly as practicable at which time the Deferred Item shall constitute an Acquired Asset. Without limiting the foregoing, in the event that any such consent is not obtained prior to the Closing, Seller shall use its commercially reasonable alternative arrangement efforts to enter into such arrangements (including subleasing or subcontracting, subcontracting if permitted) to provide (or cause to be provided) to Buyer the economic benefits under and operational equivalent of obtaining such consent and assigning or transferring to Buyer such Deferred ItemItem at the Closing, including, to the extent permitted by applicable Law or the applicable Contract or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder; provided, andhowever, if that (i) Buyer so shall be responsible for obligations incurred after the Closing with respect to such Deferred Items to the extent (A) Buyer receives such economic benefits, to relieve Seller of the burdens intended hereby to be assigned to and assumed by Buyer in respect corresponding benefit of such Deferred ItemItem and (B) such obligations would (but for the first sentence of this Section 1.1(c)) constitute Assumed Liabilities and (ii) Buyer shall be deemed Seller’s agent for the purpose of completing, fulfilling and discharging all of the rights and obligations under such Deferred Items described in the foregoing clause (i). (d) For purposes of this Agreement, the following capitalized terms shall have the following definitions:

Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions hereof, at the Closing, Seller shall does hereby sell, assign, transfer and deliver (or cause to be sold, assigned, transferred and delivered) to Buyer, and Buyer shall does hereby purchase from Seller, all right, title and interest in, to and under the Acquired Assets, Assets free and clear of all Liens (other than Permitted Liens) in exchange for (i) a payment of cash consideration in the Purchase Priceaggregate amount of $12,000,000 (the “Cash Consideration”), which shall be payable as and to the extent set forth in Section 1.4(b) and Section 1.5, and 1.3(b); (ii) the assumption by Buyer of the Assumed Liabilities, if any; and (iii) the right to receive contingent payments, if, as and to the extent payable pursuant to Section 1.4. (b) Upon the terms and subject to the conditions hereof, at the Closing, Buyer shall does hereby assume and agree to pay, perform and discharge when due the Assumed Liabilities, if any. Notwithstanding anything to the contrary in any Transaction Document, (i) Buyer shall is not assumeassuming, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities and (ii) Buyer shall is not acquire acquiring any Excluded Assets. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer, and the Acquired Assets shall not include, transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a Third Party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent is not obtained prior to the Closing (each, each a “Deferred Item”). In such case, (A) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price due pursuant to Section 1.1(a)Agreement, (B) from and after the Closing, Seller and Buyer will cooperate and use commercially its reasonable best efforts to obtain such consent as soon as practicable after the Closing, and (C) until such consent is obtained, Seller and shall provide to Buyer will cooperate with each other the benefits under such Deferred Item. Without limiting the foregoing, in the event that any reasonable alternative arrangement such consent is not obtained prior to the Closing, Seller shall enter into such arrangements (including subleasing or subcontracting, subcontracting if permitted) to provide (or cause to be provided) to Buyer the economic benefits under and operational equivalent of obtaining such consent and assigning or transferring to Buyer such Deferred Item, including, to the extent permitted by applicable Law or the applicable Contract or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and, if ; provided that Buyer so receives such economic benefits, to relieve Seller of the burdens intended hereby to be assigned to and assumed by Buyer shall indemnify Sellers in respect of all Liabilities of Seller that arise following the Closing Date in respect of each such Deferred Itemarrangement and underlying Acquired Asset. Upon obtaining the requisite consent, such Acquired Asset shall be transferred and assigned to Buyer hereunder.

Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions hereof, at the Closing, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred and delivered) to Buyer, and Buyer shall purchase from Seller, all right, title and interest in, to and under the Acquired Assets, Assets free and clear of all Liens (other than Permitted Liens) in exchange for (i) a payment of cash consideration in the Purchase Priceaggregate amount of $10,000,000 (the “Cash Consideration”), which shall be payable as and to the extent set forth in Section 1.4(b) and Section 1.5, and ); (ii) the assumption by Buyer of the Assumed Liabilities; and (iii) the right to receive contingent payments, if, as and to the extent payable pursuant to Section 1.6. (b) Upon the terms and subject to the conditions hereof, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities. Notwithstanding anything to the contrary in any Transaction Document, (i) Buyer shall not assume, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities and (ii) Buyer shall not acquire any Excluded Assets. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer, and the Acquired Assets shall not include, transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a Third Party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent is not obtained prior to the Closing (each, each a “Deferred Item”). In such case, (A) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price due pursuant to Section 1.1(a)Agreement, (B) from and after the Closing, Seller and Buyer will cooperate and use commercially its reasonable best efforts to obtain such consent as soon as practicable after the Closing, and (C) until such consent is obtained, Seller shall, and Buyer will cooperate with shall cause each other member of the Seller Group to, provide to Buyer the benefits under such Deferred Item. Without limiting the foregoing, in the event that any reasonable alternative arrangement such consent is not obtained prior to the Closing, Seller shall, and shall cause each other member of the Seller Group to, enter into such arrangements (including subleasing or subcontracting, subcontracting if permitted) to provide (or cause to be provided) to Buyer the economic benefits under and operational equivalent of obtaining such consent and assigning or transferring to Buyer such Deferred Item, including, to the extent permitted by applicable Law or the applicable Contract or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and, if Buyer so receives such economic benefits, to relieve Seller of the burdens intended hereby to be assigned to and assumed by Buyer in respect of such Deferred Item.

Sale and Purchase of Assets; Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions hereof, at the Closing, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred and delivered) to Buyer, and Buyer shall purchase from Seller, all right, title and interest in, to and under the Acquired Assets, free and clear of all Liens (other than Permitted Liens) in exchange for (i) a payment of cash consideration in the Purchase Priceaggregate amount of $75,000,000 (as may be increased pursuant to Section 1.1(d), which shall be the “Cash Consideration”), payable as and to the extent set forth in Section 1.4(b) and Section 1.5, and ); (ii) the assumption by Buyer of the Assumed Liabilities; (iii) a number of shares of Buyer Common Stock equal to the Stock Consideration, payable as and to the extent set forth in Section 1.4(b) (but subject to Section 1.1(d) below); and (iv) the right to receive contingent payments, if, as and to the extent payable pursuant to Section 1.6 (the “Contingent Payments”). (b) Upon the terms and subject to the conditions hereof, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities. Notwithstanding anything to the contrary in any Transaction Document, (i) Buyer shall not assume, and Seller shall remain primarily liable for, and shall pay, perform and discharge when due, the Retained Liabilities and (ii) Buyer shall not acquire any Excluded Assets. (c) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer, and the Acquired Assets shall not include, transfer any Contract or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if (i) an attempted assignment or transfer thereof, without the consent of a Third Party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof and (ii) such consent is not obtained prior to the Closing (each, each a “Deferred Item”). In such case, (A) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price amount due pursuant to Section 1.1(a), (B) from and after the Closing, Seller and Buyer will cooperate and use its commercially reasonable efforts to obtain such consent as soon as practicable after the Closing, and (C) until such consent is obtained, Seller and Buyer will cooperate with each other in any reasonable alternative arrangement (including subleasing or subcontracting, if permitted) to shall provide (or cause to be provided) to Buyer the economic benefits under such Deferred Item, includingincluding by paying Buyer’s out-of-pocket expenses incurred in connection with obtaining alternative arrangements (including subleasing or subcontracting if permitted) to provide to Buyer the economic and operational equivalent of obtaining such consent and assigning or transferring to Buyer such Deferred Item, to the extent permitted by applicable Law or the applicable Contract or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and, if . (d) If the aggregate number of shares of Buyer so receives such economic benefits, Common Stock to relieve Seller be issued pursuant to Section 1.1(a)(iii) would exceed nineteen and nine tenths percent (19.9%) of the burdens intended hereby issued and outstanding shares of Buyer Common Stock immediately prior to the Closing Date (the “Maximum Share Number”), the number of such shares shall be reduced to the minimum extent necessary such that the aggregate number of shares of Buyer Common Stock to be assigned issued pursuant to Section 1.1(a)(iii) does not exceed the Maximum Share Number (such reduction in shares of Buyer Common Stock, the “Shortfall Amount”), in which case Buyer shall increase the Cash Consideration by an amount equal to the product of (i) the Shortfall Amount and assumed by (ii) the Buyer in respect of such Deferred ItemClosing Trading Price.