Sale and Purchase of Purchased Assets Sample Clauses
Sale and Purchase of Purchased Assets. 2.1 The Buyer, relying on the agreements, covenants, representations, warranties, undertakings and indemnities of the Seller herein, hereby agrees to purchase from the Seller and the Seller as legal and beneficial owner hereby agrees to sell to the Buyer on the Closing Date free and clear of all Encumbrances, the Purchased Assets (as defined below) together with all rights, title, benefits and interests of the Seller therein, thereto and thereunder:
2.1.1 all customer accounts and mailing and prospect lists in respect of the customers of the Business listed in Part 3 of Schedule 1 together with all the Seller’s rights to service those customers subject to Clause 9;
2.1.2 the machinery, equipment, software and computers (together with all the data stored therein) of the Business (“Fixed Assets”) listed on Schedule 2;
2.1.3 all claims, benefits, rights and entitlements under the contracts, contract rights, agreements, licenses, commitments, sales and purchase orders and other instruments (whether uncompleted or pending) of the Business (collectively, the “Contracts”) listed on Schedule 4 including all deposits or progress payments received prior to the Closing Date for services not yet provided by the Seller as at the Closing Date in respect of the same (“Client Deposits”);
2.1.4 all of the Seller’s rights, claims, credits, causes of action or rights of set-off against third parties relating to the Purchased Assets, including, without limitation, unliquidated rights under manufacturers’ and sellers’ warranties;
2.1.5 the Intellectual Property owned by or issued to the Seller or licensed to the Seller from a third party listed on Schedule 6;
2.1.6 all claims and rights (if any) under the transferable licenses, including, but not limited to, licenses, permits, consents, authorizations, certificates and approvals of any governmental agency or other governmental authorizations listed on Schedule 7;
2.1.7 all books, accounts, records, files and papers, whether in hard copy or computer format, including, without limitation, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records (subject to all applicable laws), and any information relating to taxes imposed on the Business or the Purchased Assets to the extent such materials relate directly to the Business or the Purchased Assets;
2.1.8 the cash on hand or deposit at banks r...
Sale and Purchase of Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, free and clear of any Encumbrances (except for Permitted Encumbrances), and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing: (i) Buyer will pay to Seller, by check or by wire transfer of immediately available funds, the Closing Cash; and (ii) Buyer will execute and deliver to Seller the Buyer Note.
Sale and Purchase of Purchased Assets. In accordance with the provisions of this Agreement and except as set forth in Section 2.2, at the Closing, the Seller will, and will cause the other members of the Seller Group to, sell, convey, assign, transfer and deliver to the Purchaser (or one or more subsidiaries of Purchaser), and the Purchaser will purchase and acquire from the Seller Group, free and clear of all Encumbrances, all of the Seller Group’s right, title and interest in and to all of the following assets, (collectively, the “Purchased Assets”):
(a) all inventory of the Business as conducted at the Menasha Facility or the Catoosa Facility as of the Closing Date, including all finished goods, spare parts, work in process and raw materials, to the extent used or held in connection with, necessary for or relating to the Business, and all finished goods related exclusively to the Business as conducted at the Des Moines Facility and Boscobel Facility as of the Closing Date;
(b) all of the rights of the Seller Group under all Contracts exclusively relating to the Business and that portion of any Mixed Use Agreement that relates exclusively to the Business in accordance with Section 2.12 (collectively, the “Included Contracts”);
(c) all materials, supplies and other items of tangible personal property primarily relating to the research and development of Alcan Relevant Products in the United States or Canada;
Sale and Purchase of Purchased Assets. Subject to the terms and conditions hereof, at the Closing:
Sale and Purchase of Purchased Assets. The Seller hereby sells, transfers, assigns and conveys unto the Guarantor and the Guarantor hereby purchases from the Seller, without any legal warranty except and subject to the representations and warranties expressly provided for in the Mortgage Sale Agreement, and together with the full benefit of the rights, priorities and covenants contained in Article 13 thereof, all of the Seller's right all of the Seller’s right, title and interest and benefit in and to the Loans and their Related Security (excluding registered or recorded title to the Related Security related to the Loans which will continue to be held by the Seller) described in Annex A attached hereto (the “Purchased Assets”).
Sale and Purchase of Purchased Assets. (a) At the PR Closing and effective as of the PR Effective Time, subject to the terms and conditions set forth in this PR Purchase Agreement, Seller will sell, assign, transfer, convey and deliver, or cause one or more of its Affiliates to sell, assign, transfer, convey and deliver, to Purchaser, and Purchaser will purchase, acquire and accept from Seller or its applicable Affiliates, all right, title, interest and obligations of Seller or its applicable Affiliates in, to, and under the Purchased Assets, free and clear of all Liens.
(b) Notwithstanding anything to the contrary in Section 2.1(a), Purchaser will not purchase, assume or otherwise acquire, and Seller and its Affiliates (other than any Bank Entity) will retain all the rights, title and interest in and to, the Excluded Assets.
(c) Each of Purchaser and Seller understands and agrees that (i) Purchaser is purchasing hereunder only the Purchased Assets (and assuming hereunder only the Assumed Liabilities) specified in this PR Purchase Agreement and (ii) without limiting Section 6.8 of this PR Purchase Agreement and Section 4.08(c) of the SPA, Purchaser has no interest in any other relationship which Seller or any of its Affiliates (other than the Bank Entities) has or may have with any Branch Customer or any other customer of Seller or any of its Affiliates (other than the Bank Entities). Subject to Section 4.18 of the SPA, each of Purchaser and Seller further understands and agrees that Seller and its Affiliates are retaining any indemnification or reimbursement rights which any of them has with respect to the Purchased Assets and the Assumed Liabilities to the extent that such rights or claims relate to the operation of the PR Branch prior to, the PR Closing Date, unless such rights or claims are Purchased Assets or Assumed Liabilities.
Sale and Purchase of Purchased Assets. Subject to the terms and conditions contained in this Agreement, at the Closing on the Closing Date, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred, and delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Liens, other than Permitted Liens, all of the Purchased Assets.
Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver the Purchased Assets to Buyer, and Buyer shall purchase from Seller all of Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Encumbrances, for the Purchase Price, which will be paid subject to and in accordance with Sections 3.1 and 3.2.
Sale and Purchase of Purchased Assets. 2.1 Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Purchasers, and Purchaser agrees to purchase from Seller, the Purchased Assets (together with all other transactions contemplated by this Agreement, the “Transactions”).
Sale and Purchase of Purchased Assets. 1 1.3 ASSUMPTION OF CERTAIN LIABILITIES. 4
ARTICLE II PURCHASE PRICE, CLOSING AND RELATED MATTERS 4 2.1 PURCHASE PRICE 4 2.2 CLOSING 6 2.3 CLOSING DELIVERIES. 6