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
Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.
Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, other than as set forth in Section 6.30, Section 6.34 and Section 6.35, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.
Purchase and Sale of Assets Assumption of Liabilities. 1.1 Transactional Overview; Purchase and Sale of Assets.
Purchase and Sale of Assets Assumption of Liabilities. 8 2.1 Purchase and Sale of Assets..................................8 2.2 Excluded Assets..............................................9
Purchase and Sale of Assets Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, the Company shall sell, assign, convey, transfer and deliver to Purchaser, and the Purchaser shall purchase and acquire from the Company, all right, title and interest in and to all of the assets of the Company, including but not limited to all of the following assets, wherever located (collectively, the “Assets”):
Purchase and Sale of Assets Assumption of Liabilities. 2.1 Purchase and Sale of Assets and Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing Date:
Purchase and Sale of Assets Assumption of Liabilities. 2.1 Purchase and Sale of Assets 5 2.2 Assumed Liabilities 6 2.3 No Other Assets Purchased or Liabilities Assumed 6
Purchase and Sale of Assets Assumption of Liabilities. 1.1 Purchase and Sale of Assets 1 1.2 Assumption of Liabilities 2 1.3 Excluded Liabilities 2 1.4 No Obligations to Third Parties 2 1.5 “As Is” Transaction 2 ARTICLE 2 CONSIDERATION 2.1 Consideration 3 2.2 Delayed Transfer of Assets 3
Purchase and Sale of Assets Assumption of Liabilities. 1.1 Transfer of Assets
