Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of Company and to the other terms and conditions contained herein (including the condition that each Acquired Series shall distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 9(h) herein), Company agrees to assign, convey, transfer and deliver to the Acquiring Series, and the Acquiring Series agree to acquire from Company on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of Company in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of Company transferred to the Acquiring Series, as provided in Section 4, less the liabilities of Company assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. The Company hereby agrees to sell, assign, transfer, convey and deliver to the Buyer, and Buyer agrees to purchase from the Company, at the Closing (as hereinafter defined), all of the Assets, on the terms and subject to the conditions set forth in this Agreement (the "Sale"). For purposes of this Agreement, "Assets" shall mean the properties, rights, interests and other assets of the Company and its Subsidiaries (wherever located) set forth on Schedule 1.1. Notwithstanding anything contained herein to the contrary, the Excluded Assets (as defined herein) are specifically excluded from the Assets and shall be retained by the Company. In addition, upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Buyer shall assume the Assumed Liabilities. For purposes of this Agreement, the "Assumed Liabilities" mean those obligations and liabilities of the Company set forth on Schedule 1.1. Except for the Assumed Liabilities, Buyer shall not be required to assume, and shall not assume, any liability or obligation of the Company or any of its Subsidiaries of any nature, and Buyer shall specifically not assume, or otherwise be responsible for, any Excluded Liabilities.
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of CGST and to the other terms and conditions contained herein (including the obligation of CGST to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(i) herein), CGST agrees to sell, assign, convey, transfer and deliver to the Acquiring Series, and the Acquiring Series agrees to acquire from CGST on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of CGST in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of CGST transferred to the Acquiring Series, as provided in Section 4, less the liabilities of CGST assumed by the Acquiring Series.
Sale of Assets Assumption of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase from the applicable Seller, and the applicable Seller shall sell, assign, transfer, convey and deliver to Buyer, at the Closing, all right, title and interest of such Seller in and to the Assets, but not including the Excluded Assets. For purposes of this Agreement, "ASSETS" shall mean (i) all assets related to the "Jonny Cat" brand cat litter and business, (ii) the Txxx Facility, and (iii) all other assets and business lines of Sellers that generate revenue out of the Txxx Facility including, without limitation, the Intangible Assets (other than Governmental Authorizations that are not Transferable Governmental Authorizations), the Inventory, the Equipment, the Advertising Materials, the Books and Records, the Mining Claims, the Governmental Authorizations related to the Assets, which are identified on SCHEDULE 1.1(A), but only to the extent that such Governmental Authorizations are assignable or transferable to Buyer (the "TRANSFERABLE GOVERNMENTAL AUTHORIZATIONS"), the Mineral Reserves and the Real Property, but shall exclude the Excluded Assets. Unless otherwise defined in the Recitals above or elsewhere in this Agreement, the capitalized terms used herein shall have the meanings set forth in EXHIBIT A.
Sale of Assets Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 2.4 below), Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Business as a going concern, including all of Seller's assets of every kind and description, other than the Excluded Assets (as defined in subsection (b) below) (the "Purchased Assets"), and subject only to the liabilities and obligations of Seller which are defined in subsection (c) as the "Assumed Contracts". The Purchased Assets shall include, without limitation, the following assets and properties of the Business:
(i) all assets used in the Business on the Closing Date and reflected on the balance sheet of the Business dated as of June 30, 2004 (the "Closing Balance Sheet"), with only such changes therein as have occurred in the ordinary course of the Business since the date of such balance sheet;
(ii) the rights of Seller under the Assumed Contracts;
(iii) the machinery, equipment, equipment leases, fixtures and furniture, and office supplies related to the Business listed on Exhibit A (the "Equipment");
(iv) All leasehold interests used in the Business;
(v) subject to the Contract Consents and the Lease Assignments, all rights and interests of Seller in and to any Contracts, including Carrier Contracts, contracts for the purchase of materials, supplies and services and the sale of products and services, equipment leases and any other contract related to the Business;
(vi) all of Seller's books, records and other data relating to its Business;
(vii) all of the Business' goodwill, dealer and customer lists, sales and marketing information, and all know how, technology, drawings, software and other intangible assets of the Business;
(viii) all permits, licenses, and approvals of all federal, state, local or foreign governmental or regulatory authorities or industrial bodies which are related to the Business, to the extent the same are transferable;
(ix) all rights of Seller to causes of action, lawsuits, judgments, claims and demands of any nature related to the Business;
(x) all present and future insurance proceeds of Seller related to the Business which may be payable under the Insurance Policies listed on Schedule 3.13 attached hereto; and
(xi) except for Excluded Assets, all other items of property, real or personal, tangible or intangible, including without limitation all computer programs, tapes ...
Sale of Assets Assumption of Liabilities. 1.1 Seller does hereby irrevocably SELL, ASSIGN, TRANSFER, AND DELIVER unto Buyer, its successors and assigns, all of Seller’s right, title, and interest, in and to all assets used by Seller in the Business on the date hereof, including without limitation those assets set forth on Schedule 1.1 hereto (collectively, the “Assets”).
1.2 Notwithstanding anything to the contrary contained in Section 1 or elsewhere in this Agreement, the assets set forth on Schedule 1.2 hereto are “Excluded Assets” and are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing.
1.3 Seller hereby assigns and Buyer hereby assumes and agrees to discharge the unpaid obligations and liabilities of Seller set forth on Schedule 1.3 attached hereto and all trade payables of Seller (the “Assumed Liabilities”).
1.4 Seller hereby assigns and Buyer hereby assumes all responsibility for the lease of the property at 0000 XX 00xx Xxx., Xx. Xxxxxxxxxx, Xxxxxxx 00000 (the “Lease”). Buyer hereby assumes, effective as of the date of this Agreement all rights of tenant under the Lease, and all obligations and liabilities of tenant arising under the Lease to the extent such obligations and liabilities arise out of any fact, act, omission, circumstance or condition occurring or commencing on or after the date of this Xxxx of Sale, and Buyer shall obtain a complete release of Seller from the landlord under the Lease in the form provided under separate cover or as may be otherwise agreed by Seller.
Sale of Assets Assumption of Liabilities. A. Argentine Assets
1. Furthermore, a specific list of Assets prepared as of September 30, 1999 containing tangible Assets, Intellectual Property, Know-how, material contracts, and Liabilities of Siemens S.A., Argentina is attached as Schedule 2.2.A.2. Such preliminary list as of September 30, 1999 will be updated as of the later of Closing or Effective Date.
B. Australian Assets Seller sells, in the name of and on behalf of Siemens Ltd., Australia to Purchaser, accepting such sale, also in the name of and on behalf of the Relevant Purchaser (subject to the terms and conditions as set forth herein) the entire business, its movable and immovable, tangible and intangible property, goodwill, contracts as well as supplier and customer relations, Liabilities exclusively or primarily pertaining to the Operations of Siemens Ltd., Australia as of the later of Closing or Effective Date. A general description of these Assets is attached as Schedule 2.2.B.1. Furthermore, a specific list of Assets prepared as of September 30, 1999 containing tangible Assets, Intellectual Property, Know-How, material contracts and Liabilities of Siemens Ltd., Australia, is attached as Schedule 2.2.B.2. Such preliminary list as of September 30, 1999 will be updated as of the later of Closing or Effective Date.
C. U.S. Assets Seller sells, in the name of and on behalf of NSW Corp. to Purchaser, accepting such sale, also in the name of and on behalf of the Relevant Purchaser (terms and conditions as set forth herein) the entire business, its movable and immovable, tangible and intangible property, goodwill, contracts as well as supplier and customer relations and Liabilities exclusively or primarily pertaining to the Operations of NSW Corp. as of the later of Closing or Effective Date. A general description of these Assets is attached as Schedule 2.2.C.1. Furthermore, a specific list of Assets prepared as of September 30, 1999 containing tangible assets, Intellectual Property, Know-how, material contracts and Liabilities of NSW Corp. is attached as Schedule 2.2.C.2. Such preliminary list as of September 30. 1999 will be updated as of the later of Closing or Effective Date.
Sale of Assets Assumption of Liabilities. On the Closing Date, in reliance upon the covenants, representations and warranties contained herein and subject to the terms and conditions hereof:
(a) Seller hereby agrees to sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Assets.
(b) Purchaser hereby agrees to assume and pay, perform and discharge as and when due the Assumed Liabilities. Purchaser expressly shall not assume or pay for any Excluded Liabilities including, without limitation, liabilities relating to (A) the Excluded Assets, (B) income or franchise
Sale of Assets Assumption of Liabilities. On the Closing Date, in reliance upon the covenants, representations and warranties contained herein and subject to the terms and conditions hereof:
(a) Seller hereby agrees to sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Assets.
(b) Purchaser hereby agrees to assume and pay, perform and discharge as and when due the Assumed Liabilities. Purchaser expressly shall not assume or pay for the Excluded Liabilities, including, without limitation, liabilities relating to (A) the Excluded Assets, (B) income or franchise Taxes imposed on net income or sales or real property taxes incurred by Seller or relating to the Assets for any taxable period ending on or prior to the Closing Date, (C) any liability for purchase money debt, debt for borrowed money or a guaranty in respect thereof, except to the extent such liabilities are reflected on the Closing Statement, and (D) (1) liabilities assumed by Seller pursuant to Section 6.1 hereof and (2) liabilities incurred or accrued prior to the Closing Date under any employee benefit plan, policy and arrangement covering or providing benefits to the Employees.
Sale of Assets Assumption of Liabilities. Subject to the prior approval of shareholders of CGOF and to the other terms and conditions contained herein (including the obligation of CGOF to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(i) herein), CGOF agrees to sell, assign, convey, transfer and deliver to TCG and the Acquiring Series, and TCG and the Acquiring Series agree to acquire from CGOF on the Exchange Date (as defined below), all of the Investments (as defined below), cash and other assets of CGOF in exchange for that number of full and fractional Acquiring Series Shares of the Acquiring Series having an aggregate net asset value equal to the value of all assets of CGOF transferred to the Acquiring Series, as provided in Section 4, less the liabilities of CGOF assumed by the Acquiring Series.
