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) Upon the terms and subject to the conditions of this Agreement (including, for the sake of clarity, Section 7.05 hereof), at the Closing:
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:
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.
Sale and Purchase of the Purchased Assets. At the Closing provided for in Section 1.06, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, RTMMC shall Transfer to Acquisition Sub, and Acquisition Sub shall, and Triarc shall cause Acquisition Sub to, purchase from RTMMC, the Purchased Assets for an aggregate purchase price in an amount in cash equal to $10.00 (such amount of cash being the "AGGREGATE PURCHASE PRICE") to be paid in accordance with Section 1.07.
Sale and Purchase of the Purchased Assets. (a) At the Closing, the Seller shall sell, assign, transfer and/or deliver to the Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Purchased Assets.
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. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the covenants, agreements, representations and warranties contained herein, at the Closing, (i) Canadian Buyer is purchasing and acquiring from KAS, and KAS is selling, assigning, transferring, conveying and delivering to Canadian Buyer, free and clear of all Encumbrances, all right, title and interest of KAS in the Purchased Shares (including, for the avoidance of doubt, all underlying assets, rights, liabilities, commitments and obligations of KNAC LTD) and (ii) KNAC INC is selling, assigning, transferring, conveying and delivering to US Buyer, free and clear of all Encumbrances, all right, title and interest of KNAC INC in and to the following assets (as they are existing as at the Effective Time, but subject to Section 4.05 and the other representations and warranties of Sellers set forth in Article IV) (the “Purchased Assets”):
Sale and Purchase of the Purchased Assets. Subject to the terms and conditions set forth herein, at the Closing, except for the Excluded Assets set forth in Section 1.2, the Seller shall (and the Parent shall cause the Seller to) sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all Encumbrances (as defined below), all of the Seller’s right, title and interest in, to and under the following assets, properties, rights and interests, whether real, personal or mixed, tangible or intangible (including goodwill), or otherwise, and wherever located (collectively, the “Purchased Assets”):
