Sale and Purchase of the Assets Clause Samples

Sale and Purchase of the Assets. Subject to the terms and conditions defined herein, Seller hereby agrees to sell to Buyer the Assets by assigning and transferring the Physical Assets, Contracts and the Technology to Buyer and Buyer hereby agrees to purchase from Seller the Assets by accepting the sale, assignment and transfer of the Physical Assets, the Contracts and the Technology by way of singular succession.

Sale and Purchase of the Assets. 2.1 Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller will sell, transfer and convey the Assets to Buyer and Buyer will purchase the Assets from Seller for the consideration set forth in this Agreement. The sale, transfer and conveyance of the Assets will be made by execution and delivery at the Closing of a ▇▇▇▇ of sale in a form reasonably satisfactory to Buyer's counsel (the "▇▇▇▇ OF SALE") and such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request. Except to the extent specifically included within the Assets, Seller will not sell, and Buyer will not purchase, any other tangible or intangible assets of Seller. 2.2 The aggregate purchase price (the "PURCHASE PRICE") to be paid for the Assets shall consist of Four Million Dollars ($4,000,000) plus the Warrants (as defined in Section 2.3 hereof), as the purchase price for the Business and intangible Assets included in the Assets, plus the sum of: (i) the New Vehicle Purchase Price (as defined in Section 3.1 hereof); (ii) the Demonstrator Purchase Price (as defined in Section 3.2 hereof); (iii) the Used Vehicle Purchase Price, if applicable (as defined in Section 3.6 hereof); (iv) the Parts Purchase Price (as defined in Section 4.5 hereof); (v) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1 hereof); (vi) the Work in Progress Purchase Price (as defined in Section 5.3 hereof); (vii) the F&E Purchase Price (as defined in Section 5.4 hereof); and (viii) the amount of the Liabilities. Each party will use the Purchase Price allocation described in this Section 2.2 in all reporting to, and tax returns filed with, the Internal Revenue Service. 2.3 Upon the terms and subject to the conditions hereinafter set forth, Buyer shall pay the Purchase Price as follows: (a) At the Closing, Buyer shall deliver to Seller a certified check, or a wire transfer to an account designated by Seller, in an amount equal to Two Million Dollars ($2,000,000) plus the sum of (i) the New Vehicle Purchase Price; (ii) the Demonstrator Purchase Price; (iii) the Parts Purchase Price; (iv) the Miscellaneous Inventories Purchase Price; and (v) the Work in Progress Purchase Price; and (vi) an amount equal to fifty percent (50%) of the F&E Purchase Price; provided, however, to the extent that (A) Buyer shall have paid or discharged, pursuant to the Management Agreement, any liability or obligation of Seller accrued or outstanding as of the In...

Sale and Purchase of the Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, (i) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Athene Iowa, and Athene Iowa shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to the Athene Iowa Assets (other than any Nonassignable Assets), free and clear of all Liens and (ii) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Athene Delaware, and Athene Delaware shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to the Athene Delaware Assets (other than any Nonassignable Assets), free and clear of all Liens. (b) Exhibit A lists all of the Assets as of the date hereof. On a weekly basis, from the date hereof until the date that is 10 days prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, the Buyer Representative and Seller will update Exhibits A, A-1 and A-2 to reflect (i) the purchase or sale of any Asset that complies with Schedule 2.2(b), (ii) the allocation of the Assets listed on Exhibit A between Exhibit A-1 and Exhibit A-2 as specified by the Buyer Representative in its sole discretion and (iii) any change in the allocation of the Assets between Exhibit A-1 and Exhibit A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such allocation or change in allocation will be permitted if it would delay or impair the ability of the applicable Buyer to purchase the Assets on the Closing Date pursuant to the terms and conditions of this Agreement. If, as of the tenth (10th) day prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, any Asset listed on Exhibit A has not been allocated by the Buyer Representative to Exhibit A-1 or Exhibit A-2, then such Asset shall be deemed to be allocated to Exhibit A-1. Following the Closing Date, the Buyer Representative and Seller will update Exhibits A-1 and A-2 to reflect any change in the allocation of the Nonassignable Assets between Exhibits A-1 and A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such change in allocation will be permitted if it would delay or impair the ability o...

Sale and Purchase of the Assets. 2.1 Subject to the terms of this Agreement, and in reliance upon the representations and warranties contained herein, at Completion, the Seller agrees to sell and the Buyer agrees to buy the Assets as set out below, free from all Encumbrance, together with all existing and future rights attaching or accruing to them with effect from the Effective Time: 2.1.1 all Specified Trademarks ; and 2.1.2 all rights (including intellectual property rights) and goodwill associated with the Specified Trademarks prior to the Completion Date. 2.2 The Buyer shall not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed simultaneously. 2.3 Subject to the terms of this Agreement, and in reliance upon the representations and warranties contained herein, at Completion, the Assets to be purchased by the Buyer shall not include any of the following under this Agreement: 2.3.1 all inventories, including without limitation all finished goods, work in progress, raw materials, processed materials, purchased parts and supplies in respect of the Assets whose contracts, arrangements or agreements are entered into between the Seller and third parties before the Effective Time, irrespective of whether the delivery by the Seller of such products or services is before or after the Completion Date; 2.3.2 all accounts receivable in respect goods or services in respect of the Assets whose contracts, arrangements or agreements are entered into between the Seller and third parties before the Effective Time, irrespective of whether the delivery by the Seller of such products or services is before or after the Completion Date; 2.3.3 all claims, actions, proceedings, demands, costs and expenses which arise in respect of the Assets whose contracts, arrangements or agreements are entered into between the Seller and third parties before the Effective Time; 2.3.4 all liabilities and obligations (both ascertained and contingent) of any nature due or owing from the Seller in respect of the Assets whose contracts, arrangements or agreements are entered into between the Seller and third parties before the Effective Time; 2.3.5 any liability for Tax on profits or chargeable gains arising from transactions, contracts, arrangements or agreements that are entered into between the Seller and third parties before the Effective Time; and 2.3.6 all payments required to be made to the Transferring Employees under their respective terms and conditions of emplo...

Sale and Purchase of the Assets. 9 2.1 Assets.................................................... 9 2.2

Sale and Purchase of the Assets. On the Closing Date (as hereinafter defined), the Sellers agree to sell, convey, transfer, and assign to the Buyer, and the Buyer agrees to purchase and acquire from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets and properties of the Business held by the Sellers on the Closing Date other than the Excluded Assets (as hereinafter defined) (collectively, the “Assets”) free and clear of all mortgages, pledges, liens, encumbrances, charges or other security interests (collectively, “Encumbrances”). The Assets include the following: (a) all loaders, ramps, rolling stock and related accessories and equipment owned by the Sellers and used in the Business on the Closing Date; (b) all of the furniture, trade fixtures, equipment, leasehold improvements, furnishings, computer hardware, machinery, spare parts and tools (collectively, the “Equipment”), supplies, materials and inventory, including mattresses, foundation and box spring units, headboards, footboards, frames and other mattress and bedding accessories (collectively, the “Inventory”), and all other tangible personal property owned by the Sellers and used in the Business on the Closing Date, including all Equipment, Inventory and other tangible personal property located at the facilities listed on Schedule 1.1(b) (the “Existing Seller Facilities”) and any new facilities leased by the Sellers in the ordinary course of business after the date hereof and approved by the Buyer in writing (the “New Seller Facilities,” and, together with the Existing Seller Facilities, the “Seller Facilities”); (c) to the extent assignable, all right, title and interest in and to all licenses, permits, applications, registrations, exemptions, notices of intent, franchises, consents, waivers, variances, authorizations, approvals and orders issued by any federal, state, municipal or other Governmental Authority (collectively, the “Permits”) relating to the Assets or the Business, including those for Back to Bed listed on Schedule 1.1(c) hereto (collectively, the “Assigned Permits”); (d) (i) all real property lease agreements related to the Existing Seller Facilities and listed on Schedule 1.1(d)(i) (collectively, the “Existing Leases”), (ii) all real property lease agreements related to the New Seller Facilities approved by the Buyer in writing (collectively, the “New Leases,” and, together with the Existing Leases, the “Assumed Leases”), and (iii) all equipment leases, agreements, contracts, c...

Sale and Purchase of the Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Purchasers, and Purchasers shall purchase and acquire from Sellers, free and clear of all Liens, all right, title and interest of Sellers in and to all of its properties, assets, contracts and rights, of every kind and description and wherever located, related to, used in or

Sale and Purchase of the Assets. 3 2.1. Assets...................................................... 3 2.2. Excluded Assets............................................. 4

Sale and Purchase of the Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as hereinafter defined), Seller is selling, transferring and conveying to Buyer and Buyer is purchasing and acquiring from Seller, all of Seller's right, title to and interest in the Assets and all of the goodwill related thereto.