Sale of Assets and Assumption of Liabilities Sample Clauses

Sale of Assets and Assumption of Liabilities. Section 2.1 Sale and Transfer of Assets 13 Section 2.2 Excluded Assets 14 Section 2.3 Assumed Liabilities 15 Section 2.4 Excluded Liabilities 16 Section 2.5 Non-Assignable Contracts 17 Section 2.6 Shared Business Contracts 18 Section 2.7 Missed or Unscheduled Contracts 18 Section 2.8 Names and Marks 18 Section 3.1 Purchase Price 19 Section 3.2 Adjustment to Purchase Price 19 Section 3.3 Allocation of Purchase Price 21

Sale of Assets and Assumption of Liabilities. Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby (the "Closing"), Seller will sell, convey, assign and transfer the Assets to Buyer, and Buyer will purchase the Assets from Seller. To the extent that either of the Members has any right, title or interest in any of the Assets, the Members shall join the Seller in selling, conveying, assigning and transferring the Assets to Buyer. The Assets shall be free and clear of any claims or Encumbrances (as defined in Section 2.6), and shall include all of Seller's right, title and interest in and to all real, personal and mixed property, rights, benefits and privileges, both tangible and intangible, wheresoever situated or located, owned, leased, used or held for use by Seller in connection with the conduct and operations of the Business. The Assets shall include all such assets existing on the date hereof and all such assets acquired between the date hereof and the date immediately preceding the Closing Date (as defined in Section 1.3 below). The Assets shall include all of Seller's and each Member's right, title and interest in, to and under the following: Contracts. All contracts, commitments, agreements, promises, leases, --------- arrangements, undertakings and licenses (whether oral or written, express or implied) which relate to the Business (the "Assumed Contracts"), including those set forth on Schedule 1.1(a)(i) attached hereto, which Seller and Members represent to be a complete list of such items as of the date hereof;

Sale of Assets and Assumption of Liabilities. The Seller shall sell all of its assets as of the Closing Date for a total price to be paid to Seller equal to the aggregate of the Non-Assumed Liabilities (the "Cash Purchase Price") as defined in (S)1.3 of this agreement, and except for the Non-Assumed Liabilities, Purchaser shall assume all of the liabilities of Seller as such liabilities shall exist on the Closing Date. All of such liabilities as of September 1, 1997 are listed on schedule 1.2. (S)1.3 Liabilities Not Assumed Purchaser shall not and does not assume the liability and obligation of Seller for the following loans plus accrued

Sale of Assets and Assumption of Liabilities. 2.1 Asset Purchase ----------------------- Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing (subject to Sections 2.4(e) and 2.5), Seller shall sell, assign, transfer, convey and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Seller all of Seller's right, title and interest in and to the Purchased Assets. Purchaser and Seller acknowledge and agree that Seller is not transferring to Purchaser, and Purchaser is not acquiring, any of the Excluded Assets.

Sale of Assets and Assumption of Liabilities. This Agreement constitutes a sale of the Assets only and is not a sale of any interest in Seller. Buyer is not assuming and shall not be responsible for the payment of any liabilities or obligations of Seller whatsoever, except as expressly set forth herein.

Sale of Assets and Assumption of Liabilities. (a) At the Closing, and on the terms and subject to the conditions in this Agreement, the Seller shall sell, assign, transfer, deliver, and convey to the Buyer and/or its nominees, and the Buyer and/or its nominees subject to shareholder approval shall purchase and accept from the Seller, all of the Seller’s right, title and interest in and to the Purchased Assets, as they exist on the Closing Date, in each case free and clear of any Lien (other than Permitted Liens) and restrictions on transfer. (b) At the Closing, and on the terms and subject to the conditions in this Agreement, the Seller shall assign to the Buyer and the Buyer and/or its nominees shall assume and agree to pay, perform, fulfill, and discharge, as or when due from and after the Closing, the Assumed Liabilities, as they exist on the Closing Date. The Buyer will not assume or have any responsibility with respect to any Liability not expressly included in the definition of Assumed Liabilities.

Sale of Assets and Assumption of Liabilities. 1 Section 1.1 Sale of Assets......................................... 1 Section 1.2 Excluded Assets........................................ 2

Sale of Assets and Assumption of Liabilities. (a) Subject to all of the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Seller, the following assets (the “Transferred Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances: (i) all of Seller’s right, title, and interest in real property, rights-of-way, easements, and pipelines related to the Pipeline (the “Real Property”), as more particularly described in Schedule 2.1(a)(i); provided, however, that the Parties acknowledge that some of the easements constituting the Real Property were issued to and are in the name of the Buyer or an affiliate of Buyer as grantee, and, notwithstanding anything to the contrary herein, Seller has no right, title and interests in such easements to convey; (ii) all of Seller’s equipment, machinery, fixtures and other tangible personal property and improvements located on the Real Property or used or held for use primarily in connection with the operation of the Pipeline; (iii) the Permits, including, but not limited to, those set forth on Schedule 4.8; (iv) the Construction Contracts, including, but not limited to, those set forth on Schedule 2.1(a)(iv); and (v) all other assets used or held for use primarily in connection with or constituting the Pipeline. (b) Buyer hereby assumes all of the Assumed Liabilities.

Sale of Assets and Assumption of Liabilities. 1 2.1. Asset Purchase.......................................... 1 2.2. Assumption by Purchaser of Certain Liabilities; Retention by Seller of Remaining Liabilities.......... 2 2.3.

Sale of Assets and Assumption of Liabilities. Buyer and Carey Agri agrees to cause Newco to buy those certain assets of the Cxxxxxy and assume those certain liabilities of the Company as set for on the schedules to that certain Asset Purchase Agreement, attached thereto as EXHIBIT E ("ASSET PURCHASE AGREEMENT") and on the terms and conditions set forth herein and herein.