Sale of Assets and Assumption of Certain Liabilities Sample Clauses

Sale of Assets and Assumption of Certain Liabilities. A. Assets Sold and Retained. -------------------------
Sample 1
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Sale of Assets and Assumption of Certain Liabilities. Notwithstanding any provision in the Original Agreement to the contrary, as of the Closing Date, Seller sells, assigns, transfers and conveys to Purchaser the assets listed on Schedule A hereto and no other assets of Seller (the “Assets”) and Purchaser purchases, acquires and accepts the Assets from Seller. Notwithstanding any provision in the Original Agreement to the contrary, as of the Closing Date, Purchaser assumes and agrees to pay, perform and discharge when due, any and all Liabilities of Seller to the extent and solely relating to or arising out of those certain contracts listed on Schedule A hereto (the “Assumed Contracts”). Purchaser shall not assume any Liabilities of Seller other than the Assumed Contracts, whether known or unknown and whether absolute, accrued, contingent, liquidated or otherwise and whether or not arising out of the Business or operations of Seller, each of which shall be retained and paid, performed and discharged when due by Seller. Any references in the Original Agreement to a sale or purchase of Shares shall be deemed to mean the sale of Assets and assumption of the Assumed Contracts contemplated by this Section 1.
Sample 1
Sale of Assets and Assumption of Certain Liabilities. 1 Section 1.1 Transfer and Sale of Purchased Assets 1 Section 1.2 Excluded Assets 2 Section 1.3 Assumed Liabilities 2 Section 1.4 Excluded Liabilities 2 ARTICLE II. PURCHASE PRICE 2 Section 2.1 Purchase Price 2 Section 2.2 Allocation 2 ARTICLE III. CLOSING 3 Section 3.1 Closing 3 Section 3.2 Seller’s Closing Deliveries 3 Section 3.3 Buyer Closing Deliveries 3 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER 4 Section 4.1 Organization, Standing and Authority 4 Section 4.2 Consents, Authorization and Enforceability 4 Section 4.3 Non-Contravention 4 Section 4.4 Litigation and Claims 5 Section 4.5 DISCLAIMER OF WARRANTIES 5 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER 5 Section 5.1 Organization, Standing and Authority 5 Section 5.2 Consents, Authorization and Enforceability 5 Section 5.3 Litigation and Claims 6 Section 5.4 Non-Contravention 6 Section 5.5 Brokers and Finders 6 Section 5.6 Investigation 6 ARTICLE VI. COVENANTS OF THE PARTIES 6 Section 6.1 Further Assurances 6 Section 6.2 Consents 6 Section 6.3 IPO Matters 7 Section 6.4 Notification of Certain Matters 7 Section 6.5 Investigation by Buyer; Confidentiality 8 Section 6.6 Conduct of Business 8 Section 6.7 Public Announcements 8 Section 6.8 Mutual Release of Claims 8
Sample 1
Sale of Assets and Assumption of Certain Liabilities 
Sample 1Sample 2Sample 3See All (4)

Related to Sale of Assets and Assumption of Certain Liabilities

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the “Assumed Liabilities”).

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

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