Common use of The Transaction Clause in Contracts

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG shall, and EHAG shall cause EAG to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EAG, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. Sellers represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. Sellers hereby represent that, prior to the Closing, neither EHAG nor any Affiliate of EHAG other than EAG holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EAG to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG EHGI shall, and EHAG ESI shall cause EAG EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EAGEHGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. Sellers ESI and EHGI represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers ESI or EHGI other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. Sellers ESI hereby represent represents that, prior to the Closing, neither EHAG ESI nor any Affiliate of EHAG ESI other than EAG EHGI holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EAG EHGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG shall, and EHAG the Seller shall cause EAG to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EAGthe Seller, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. Sellers represent The Seller represents that the Acquired Assets included in Section1.2 of the Acquired Business Disclosure Document are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers the Seller other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. Sellers The Seller hereby represent represents that, prior to the Closing, neither EHAG EHGI nor any Affiliate of EHAG EHGI other than EAG VTI and the Seller holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EAG the Seller to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG EHGI shall, and EHAG ESI shall cause EAG EHGI to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EAGEHGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. Sellers ESI and EHGI represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and arid Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. ESI and EHGI further represent that all assets and liabilities of Eltrax International, Inc. of the type included in the Acquired Assets and Assumed Liabilities, other than the assets to be transferred pursuant to definitive agreements as provided in Section 11.1 below and shares of any Subsidiaries of Eltrax International, Inc., have been transferred to EHGI or will be transferred to EHGI prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers ESI or EHGI other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. Sellers ESI hereby represent represents that, prior to the Closing, neither EHAG ESI nor any Affiliate of EHAG ESI other than EAG EHGI holds any right, title or interest to the Acquired Assets and there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EAG EHGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.

The Transaction. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG shall, and EHAG EGI shall cause EAG to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall acquire from EAGEGI, the Acquired Assets, and shall assume the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. Sellers represent Seller represents that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Seller further represents that all assets and liabilities of Eltrax Belgium of the type included in the Acquired Assets and Assumed Liabilities, have been transferred to Purchaser or will be transferred to Purchaser prior to the Closing and are reflected in the Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers EGI in Belgium other than the Assumed Liabilities. Purchaser hereby agrees to pay, perform or discharge all of the Assumed Liabilities. Sellers Seller hereby represent that, prior to the Closing, neither EHAG nor any Affiliate of EHAG other than EAG holds any right, title or interest to the Acquired Assets and represents that there are no other agreements, understandings, or arrangements which, as of or after the Closing, would materially adversely effect the Acquired Assets and the Acquired Business, the ability of EAG EGI to sell, transfer, convey and assign the Acquired Assets and the Acquired Business to the Purchaser or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.

The Transaction. On the Closing Completion Date, and at the Closing Completion Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, EAG shall, ESPL shall and EHAG VTI shall cause EAG ESPL as beneficial owner to, sell, transfer, convey, and assign to the Purchaser, by instruments reasonably satisfactory in form and substance to the Purchaser and its counselCounsel to the Purchaser, and the Purchaser shall acquire from EAGESPL free and clear from all and any claims, liens, charges or encumbrances (except for the encumbrances expressly provided in the Hire Purchase Agreement dated 10th May, 1999 in respect of various computer goods identified as item 4 on the Schedule to Section 1.1(iii) of the Acquired Business Disclosure Document) whatsoever (i) the Acquired Assets, and shall (ii) the Acquired Business, with the exclusive right to carry on the same in continuation of or in succession to ESPL, and (iii) assume the Assumed Liabilities, and only those Liabilities and no othersother Liabilities whatsoever, in exchange for the Consideration. Sellers VTI and ESPL jointly and severally represent that the Acquired Assets are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course (exclusive of working capital) in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights, Software Products and Intellectual Property Rights used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such the Acquired Business. Neither Aremis nor the Purchaser nor or any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of Sellers VTI or ESPL other than the Assumed Liabilities. With effect from Completion, Aremis and the Purchaser hereby agrees agree to jointly and severally pay, perform or discharge all of the Assumed Liabilities. Sellers VTI and ESPL hereby jointly and severally represent that, prior to and on Completion, ESPL holds and will hold absolutely free and clear from all and any claims, liens, charges or encumbrances (except in relation to the Closing, neither EHAG nor any Affiliate of EHAG other than EAG holds any Hire Purchase Agreement referred to above) whatsoever all right, title or and interest to and in the Acquired Assets and there are no other agreements, understandings, or arrangements of VTI or ESPL which, as of or after the ClosingCompletion, would materially and adversely effect affect the Acquired Assets and the Acquired Business, the ability of EAG ESPL to sell, transfer, convey and assign the Acquired Assets and the Acquired Business free and clear from all and any claims, liens, charges or encumbrances (except in relation to the Purchaser Hire Purchase Agreement referred to above) whatsoever as provided herein or result in the assumption of any Liabilities by the Purchaser other than the Assumed Liabilities. Purchaser agrees to assume the Assumed Liabilities and to pay, perform all of the Assumed Liabilities and thereby discharging Sellers from the Assumed Liabilities.