Xxxx of Sale and Assumption Agreement definition
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”).
Sellers shall have delivered to Purchaser an executed Xxxx of Sale and Assumption Agreement pursuant to Sections 4.01 and 4.02 hereof.
The parties will enter into an Assignment and Xxxx of Sale and Assumption Agreement or other appropriate documentation for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of such Offered Employees and shall cooperate to complete all requisite consultation and related objection periods prior to the Closing Date.
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.