Purchase and Sale; Assignment and Assumption Sample Clauses

Purchase and Sale; Assignment and Assumption. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) Seller hereby agrees to, or to cause one or more of its Affiliates to, sell, assign, transfer, convey and deliver to Buyer or one or more of its Affiliates, and Buyer hereby agrees to purchase or cause one or more of its Affiliates to purchase from Seller and its Affiliates, all of Seller’s and such Affiliates’ right, title and interest in and to (subject to Section 8.10(a)) the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; and (b) Seller shall assign (or shall cause to be assigned), and Buyer or one or more of its Affiliates shall assume and agree to discharge and perform when due, the Assumed Liabilities. At the Closing, Buyer and Seller shall execute and deliver a ▇▇▇▇ of sale in the form attached hereto as Exhibit N (the “▇▇▇▇ of Sale”) and an assignment and assumption agreement in the form attached hereto as Exhibit O (the “Assignment and Assumption Agreement”) and such other documents and instruments as may be necessary in order to effect the conveyance of the Acquired Assets to Buyer and Buyer’s assumption of the Assumed Liabilities as contemplated hereby.

Purchase and Sale; Assignment and Assumption. On the Second Closing Date, and subject to the terms and conditions set forth in this Agreement: (a) in consideration of the Subordinated Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased Subordinated Units, free and clear of any and all Encumbrances; (b) in consideration of the Escrow and GP Holdco Unit Purchase Price and the assignment of rights described in Section 3.1(c) below, (i) Vitol agrees to sell to Charlesbank, and Charlesbank agrees to purchase from Vitol, the Purchased GP Holdco Units, and (ii) Vitol agrees to assign and sell to Charlesbank, and Charlesbank hereby agrees to purchase and assume from Vitol, a 50% undivided interest in the Escrow Rights and Obligations, each free and clear of any and all Encumbrances; and (c) Vitol agrees to assign to Charlesbank the right to 50% of any proceeds received by Vitol (as assignee of Vitol Inc.) after the date hereof with respect to a successful claim for indemnification by Vitol under the Original Vitol Purchase Agreement (the “Indemnification Rights”).

Purchase and Sale; Assignment and Assumption. (a) Buyer and Seller hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase and accept from Seller, all of the Assets, free and clear of all liens, claims, mortgages or encumbrances. (b) Buyer and Seller hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller shall assign to Buyer the Contracts and all rights arising thereunder, and Buyer shall assume from Seller all of Seller's obligations constituting the Assumed Liabilities.

Purchase and Sale; Assignment and Assumption. (a) At the Closing, the Seller shall sell, convey, transfer and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, good, valid and marketable title and ownership of all of the Purchased Assets, free and clear of all Liens, except for Permitted Liens. (b) At the Closing, the Seller shall assign to the Buyer, and the Buyer shall assume from the Seller, all rights and obligations arising under the Assumed Liabilities.

Purchase and Sale; Assignment and Assumption. (a) Seller and Parent hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller (and Parent, to the extent of its interests in the Assets) shall sell, convey, transfer and deliver to Buyer the Assets, free and clear of all Liens except for Permitted Liens, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall purchase the Assets, free and clear of all Liens except for Permitted Liens. (b) Seller and Parent hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller and Parent, as applicable, shall assign to Buyer the Assumed Liabilities and all rights and obligations of Seller and Parent, as applicable, arising after the Effective Time under the Contracts, and Buyer hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall assume from Seller and Parent the Assumed Liabilities and all rights and obligations of Seller and Parent arising after the Effective Time under the Contracts; provided, however, that Seller and Parent shall not assign, and Buyer shall not assume, the Excluded Liabilities or any rights and obligations under the Excluded Contracts.

Purchase and Sale; Assignment and Assumption. Section 2.2. Payment of the Initial Purchase Price.

Purchase and Sale; Assignment and Assumption. 2.1 Sale of Purchased Assets . . . . . . . . . . . . . . . . . . 9 2.2

Purchase and Sale; Assignment and Assumption. (a) On the Closing Date (as hereafter defined), Seller will sell and assign to Buyer, and Buyer will purchase and assume from Seller, all of Seller’s right, title and interest in the Transferred Interests. From and after the Closing Date, Buyer shall have the rights that have been assigned to, and assumed by, it pursuant to this Agreement, and Seller shall, to the extent that rights have been assigned and assumed pursuant to this Agreement, relinquish its rights under the Transferred Interests in favor of Buyer. (b) Buyer and Seller further agree that upon consummation of the transactions contemplated hereby the Participation Agreement shall be automatically terminated.

Purchase and Sale; Assignment and Assumption. Upon the terms and subject to the conditions of this Agreement, and in consideration of the Purchase Price to be paid by Buyer to Seller, Seller shall (i) sell, transfer, convey and deliver to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall purchase from Seller, on the Closing Date, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens, pursuant to the execution and delivery of the ▇▇▇▇ of Sale and such other documents and instruments as are necessary to sell, transfer, convey and deliver the Purchased Assets to Buyer (or its designated U.S. wholly owned subsidiary), and (ii) assign to Buyer (or its designated U.S. wholly owned subsidiary), and Buyer (or its designated U.S. wholly owned subsidiary) shall assume from Seller, on the Closing Date, the Assumed Contracts and the Assumed Liabilities pursuant to the execution and delivery of the Assignment and Assumption Agreement and such other documents and instruments as are necessary to assign the Assumed Contracts and Assumed Liabilities to Buyer (or its designated U.S. wholly owned subsidiary).