Sale and Purchase of the Purchased Assets. At the Closing, Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's assets, properties and business of every kind, nature and description, wherever located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in its books or financial statements, except as set forth below and except those assets specifically excluded pursuant to Section 1.2 or set forth on Schedule 1.2. This sale and purchase transaction is subject to the conditions described in Article II. The properties, business, goodwill and assets of Seller to be sold and transferred to Buyer hereunder (collectively, the "PURCHASED ASSETS") shall include the following:
(A) That portion of the Real Property, as is more particularly described on Schedule 1.1(a), as is designated in writing by Buyer to Seller not later than March 31, 2004;
(B) All of Seller's machinery, equipment, components, parts, tooling, tools, dies, jigs, spare parts, supplies and materials;
(C) All of Seller's inventories of raw materials, work-in-process, parts, subassemblies and finished goods, and all other materials and supplies to be used or consumed by Seller in the production of finished goods, wherever located and whether or not obsolete or carried on Seller's books of account;
(D) All of Seller's other tangible personal property, including office furniture, office equipment and supplies, leasehold improvements, vehicles and computers;
(E) All of Seller's advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund, in each case with respect to the Purchased Assets;
(F) All notes and accounts receivable and other rights to payments from customers of Seller, including trade accounts receivable from goods shipped, products sold or services rendered, and the full benefit of all security for such accounts or rights to payment;
(G) All of Seller's books, records, manuals, documents, books of account, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client and customer lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production recor...
Sale and Purchase of the Purchased Assets. (a) Subject to the terms and conditions set forth in this Agreement, Stagecoach I shall sell, assign, transfer, convey and deliver to Inergy Acquisition at the Closing free and clear of all Liens and without any condition or restriction on transferability except for those conditions or restrictions on transferability imposed by Law, and Inergy Acquisition shall purchase at the Closing, all right, title and interest in and to Stagecoach I’s interest in the Stagecoach I Assets.
(b) Subject to the terms and conditions set forth in this Agreement, Stagecoach Energy shall sell, assign, transfer, convey and deliver to Inergy Acquisition at the Closing free and clear of all Liens and without any condition or restriction on transferability except for those conditions or restrictions on transferability imposed by Law, and Inergy Acquisition shall purchase at the Closing, a 1% member interest in Marketing and a 0.9% membership interest in CNYOG.
(c) Subject to the terms and conditions set forth in this Agreement, Stagecoach Energy shall sell, assign, transfer, convey and deliver to Inergy Storage at the Closing free and clear of all Liens and without any condition or restriction on transferability except for those conditions or restrictions on transferability imposed by Law, and Inergy Storage shall purchase at the Closing, a 0.1% membership interest in CNYOG.
(d) Subject to the terms and conditions set forth in this Agreement, Stagecoach II shall sell, assign, transfer, convey and deliver to Inergy Stagecoach II at the Closing free and clear of all Liens other than Permitted Liens, and Inergy Stagecoach II shall purchase at the Closing, all of the Stagecoach II Assets.
(e) Except for those liabilities and obligations that first accrue under the Phase II Contracts on and after the Closing Date and that Inergy Stagecoach II has expressly agreed to assume pursuant to the terms of the Assignment and Assumption and Xxxx of Sale Agreement in the form attached as Exhibit 2.6(a)(iii) (collectively, the “Assumed Liabilities”), the Purchasers do not assume or agree to assume any of the liabilities or obligations of Stagecoach II, whether existing or arising on or prior or subsequent to the Closing Date (whether known, unknown, absolute, accrued, contingent or otherwise).
Sale and Purchase of the Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement (including, for the sake of clarity, Section 7.05 hereof), at the Closing:
(i) Buyer agrees to purchase from Seller and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the Purchased Assets; and
(ii) Buyer agrees to assume all of the Assumed Liabilities.
(b) In consideration for the sale of the Purchased Assets, Buyer shall pay Seller the Asset Consideration at the Closing pursuant to Section 2.04.
Sale and Purchase of the Purchased Assets. Subject to the terms and conditions set forth in this Agreement, at the times set forth in Section 1.6, the Seller shall sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Purchaser, and Purchaser shall purchase and acquire, free and clear of any Liens, other than Permitted Liens, all right, title and interest in and to the Purchased Assets. For purposes of this Agreement, the “Purchased Assets” shall mean all of the following assets of the Seller or its Subsidiaries:
Sale and Purchase of the Purchased Assets. 14 2.1 Purchase of the Purchased Assets .................................... 14 2.2 Assumption of the Assumed Liabilities................................ 17 2.3
Sale and Purchase of the Purchased Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Sellers will sell, and the Purchaser will purchase, all of the Purchased Assets for an aggregate purchase price of $36,000,000 (the "Purchase Price"), (i) $30,600,000 of which will be payable in cash at the Closing (the "Initial Purchase Price"), and (ii) $5,400,000 (the "Deferred Purchase Price") of which will be payable in cash in three equal disbursements of $1,800,000 each, plus interest accrued thereon since the Closing Date at the Base Rate (as defined in Section 1.3(d) below), with the first disbursement to occur on the date that is 6 months following the Closing Date, the second disbursement to occur on the date that is 12 months following the Closing Date and the final disbursement to occur on the date that is 18 months following the Closing Date; provided, however, that the first two disbursements of the Deferred Purchase Price shall be subject to reduction (without duplication) in amounts equal to (i) any Closing Deficit (as defined in Section 1.3(d) below), (ii) any Losses (as defined in Section 8.2 below) actually incurred by the Purchaser not related to third party claims for which the Purchaser is entitled to indemnification pursuant to Section 8.2, it being understood that any amounts not disbursed by the Purchaser for Losses incurred pursuant to this clause (ii), if related to a claim made pursuant to Section 8.2(b), must be in excess of any remaining Deductible (as defined in Section 8.4) and (iii) any amount related to claims made by third parties against the Purchaser or its Affiliates for which they are entitled to indemnification pursuant to Section 8.2. The third and final disbursement of the Deferred Purchase Price shall be subject to reduction in amounts described in clauses (i) through (iii) above, as well as for amounts equal to any good faith claims made by the Purchaser against the Sellers for indemnification pursuant to Article VIII that remain unresolved at the time of such disbursement ("Unresolved Claims"). Notwithstanding the foregoing, the parties hereto agree that once the aggregate amount of the Purchaser's Losses incurred pursuant to Section 8.2(b) has reached the Deductible, the Deferred Purchase Price shall be subject to reduction in all amounts described in clauses (ii) and (iii) above. No interest shall accrue or be paid to Sellers with respect to any portion of the Deferred Purchase Price not disbursed to Sellers pursuant to clauses (i)...
Sale and Purchase of the Purchased Assets. 2.1 In consideration of the Purchase Price (as defined below), Xxxx Xxxx agrees to and shall cause his Affiliates to, upon the Effective Date (as defined below), transfer the assets of the Business to Stonepath as set out in Article 2.2
Sale and Purchase of the Purchased Assets. On the terms and subject to the conditions of this Agreement, at Closing, Seller will sell, transfer and convey to Buyer, and Buyer will purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).
Sale and Purchase of the Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, convey, transfer and deliver to the Buyer (by the execution and delivery of the Conveyance Documents to the Buyer), and the Buyer shall purchase from the Seller, all of the Purchased Assets free and clear of all Liens other than Permitted Encumbrances. To the extent that the Seller's rights under any Assumed Contract, permit, franchise, claim or asset included in the Purchased Assets may not be assigned without the consent of another Person which consent has not been obtained (each, a "Non-Assignable Asset"), this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller shall use its commercially reasonable efforts to obtain prior to the Closing any such required consents with respect to any such Assumed Contract, permit, franchise, claim or asset. The Parties agree that if any consent to an assignment of any such Non-Assignable Asset shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights so that Buyer would not acquire the benefit of all such rights, Seller, to the maximum extent permitted by law, shall act as Buyer's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Non-Assignable Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer (including entering into an equivalent alternate arrangement). The Parties shall cooperate and shall use their commercially reasonable efforts after the Closing to obtain an assignment of each such Non-Assignable Asset to Buyer.
Sale and Purchase of the Purchased Assets. Subject to the terms and conditions set forth in this Agreement, at the time set forth in Section 1.7, the Sellers shall sell, transfer and assign (or cause to be sold, transferred, assigned and delivered) to BOCO US, and BOCO US shall purchase and acquire, free and clear of any Liens, all right, title and interest in and to the Purchased Assets. Delivery of the Purchased Assets shall be made in accordance with Section 1.2. For purposes of this Agreement, the “Purchased Assets” shall mean all of the Sellers’ rights, titles to, or interests as of the Closing in the following assets:
