Xxxx of Sale and Assumption Agreement definition

Xxxx of Sale and Assumption Agreement means the Conveyance, Xxxx of Sale and Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A.

Xxxx of Sale and Assumption Agreement shall have the meaning set forth in Section 3.1(a).

Xxxx of Sale and Assumption Agreement has the meaning as set forth in Section 2.2(a).

Examples of Xxxx of Sale and Assumption Agreement in a sentence

• On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Assignment and Xxxx of Sale and Assumption Agreement pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities.

• Seller and its Subsidiaries and Buyer or a Buyer Designee desire to enter into each Assignment and Xxxx of Sale and Assumption Agreement, the India Purchase Agreement, the Intellectual Property Agreement, each Lease Assignment, the Real Estate Deed, each Sublease, the Supply Amendment and the Transition Services Agreement (each as hereinafter defined, and collectively, the “Collateral Agreements”).

• On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Assignment and Xxxx of Sale and Assumption Agreement and one or more Lease Assignments or Subleases pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities.

• At Closing, Chronimed and MGI shall execute and deliver a Xxxx of Sale and Assumption Agreement (the "Xxxx of Sale") pursuant to which Chronimed shall transfer, convey and assign the Assets to MGI, and MGI shall assume and agree to perform, pay and discharge the Assumed Liabilities.

• Sellers shall have delivered to Purchaser an executed Xxxx of Sale and Assumption Agreement pursuant to Sections 4.01 and 4.02 hereof.

More Definitions of Xxxx of Sale and Assumption Agreement

Xxxx of Sale and Assumption Agreement shall have the meaning set forth in Section 7.2(d)(ii).

Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement providing for the Buyer’s purchase of the Purchased Assets from USAgencies and Affirmative Services, as applicable, and assumption of the Assumed Liabilities in the forms attached hereto as Exhibits G-1 and G-2.

Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed at Closing by Purchasers and the Sellers in substantially the form attached hereto as Exhibit B.

Xxxx of Sale and Assumption Agreement is defined in Section 3.2.3(b).

Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed by Parent, NYSE Regulation and NASD at or prior to the Closing, substantially in the form of Exhibit 1.01(c).

Xxxx of Sale and Assumption Agreement means a xxxx of sale and assignment and assumption agreement in the form of that attached hereto as Exhibit B, pursuant to which the Seller shall (i) transfer to the Buyer all of the Tangible Personal Property and (ii) assign to the Buyer all of the intangible personal property included in the Transferred Assets and the Buyer shall assume the Assumed Liabilities.

Xxxx of Sale and Assumption Agreement means the Xxxx of Sale and Assumption Agreement to be executed by the parties at the Closing, a form of which is attached hereto as Exhibit 3;