The Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, ESI will cause Seller and its Affiliates to, and the Seller and its Affiliates will, sell, convey, assign, transfer and deliver, or cause to be sold, conveyed, assigned, transferred and delivered to Purchaser, all legal and beneficial interest in the Assets and Purchaser will purchase, acquire, accept and pay for, as hereinafter provided, the Assets in exchange for the Consideration, and Purchaser shall assume the Assumed Liabilities. Both parties agree that this Agreement relates to the sale of a segment of an enterprise, and the Purchaser is therefore confident that no Value Added Tax obligation should result from the transaction to which this Agreement relates. Nonetheless, Purchaser shall be solely responsible for any Value Added Tax obligations including any interest and penalties resulting from the purchase of the Assets and shall be paid by Purchaser in addition to the Consideration.
The Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements of Seller contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liabilities and Encumbrances, all of the assets, properties, rights, interests, claims and goodwill of Seller, tangible and intangible, of every kind and description, used, held for use or usable in the Business, as the same shall exist as of the Closing Date (including without limitation the assets acquired by Seller from SERS pursuant to the SERS Assignment and Xxxx of Sale, which assets represent all of the SERS assets necessary and currently used in SERS’ business (including any and all Intellectual Property of SERS) (the “SERS Assets”)), other than the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets shall include, without limitation:
The Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall purchase and accept from Sellers, and Sellers shall sell, assign, transfer, convey and deliver to Purchaser, all of Sellers' respective rights, title and interest in all assets of Sellers (the "Assets"), including the following:
The Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements of Seller contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liabilities and Encumbrances (excluding only those Assumed Liabilities that are specifically listed on Schedule 2.3), all of the assets, properties, rights, interests, claims and goodwill of Seller, tangible and intangible, of every kind and description, used, held for use or usable in the Business, as the same shall exist as of the Closing Date, other than the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets shall include, without limitation:
The Purchase and Sale of Assets. 2.1 Purchase and Sale of Assets 2.2 Excluded Assets 2.3 Assumption of Specified Obligations
The Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements of Seller contained herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liabilities and Encumbrances, the assets, properties, rights, interests, claims of Seller, tangible and intangible, listed under (a) through (l) below, as the same shall exist as of the Closing Date (collectively, the “Acquired Assets”). The Acquired Assets shall include: ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.
The Purchase and Sale of Assets. Section 2.1. Purchased Assets............................................15 Section 2.2. Consideration for the Purchased Assets......................20 Section 2.3. Contract Assumption and Assignment..........................23 Section 2.4. Contract Obligations........................................26 Section 2.5. No Expansion of Third Party Rights..........................27 Section 2.6. Closing.....................................................27 Section 2.7. Deliveries at Closing.......................................28 Section 2.8. Subsequent Transfer.........................................29 Section 2.9. Performance.................................................29
The Purchase and Sale of Assets. 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 9 2.3 Assumption of Specified Obligations 9 2.4 Purchase Price 10 2.5 Closing 10 2.6 Instruments of Transfer 10 2.7 Additional Actions 10 2.8 Adjustment to Purchase Price 11 2.8.1 Preparation of Closing Balance Sheet 11
The Purchase and Sale of Assets. Section 2.1. ACFI Shares, AIFI Shares, Purchased Investment Assets and Other Purchased Assets. (a)
The Purchase and Sale of Assets
