Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities Sample Clauses

Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein, in the Sale Order, and in the Canadian Sale Recognition Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “Acquired Assets” means all of the Sellers’ right, title and interest, as of the Closing, in and to:
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and pursuant to a ▇▇▇▇ of Sale substantially in the form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”), Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, assign and deliver to Purchaser, all of the Acquired Assets at the Closing for the consideration specified in Section 2.2 below, free and clear of any Security Interest; provided that, as described in the ▇▇▇▇ of Sale, the conveyance, assignment and transfer of the Deferred Purchased Intellectual Property shall be effective only upon Seller’s receipt of the Final Earn-Out Payment. (b) On the terms and subject to the conditions set forth in this Agreement and pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), Purchaser agrees to assume and become responsible for the Assumed Liabilities at the Closing for the consideration specified in Section 2.2 below. Purchaser will not assume or have any responsibility, however, with respect to any Liability or other obligation of Seller which is not included among the Assumed Liabilities or which is an Excluded Liability. (c) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Nonexclusive IP License as described in the definition of Acquired Intellectual Property, Seller agrees to license the Nonexclusive Intellectual Property to Purchaser at the Closing. (d) On the terms and subject to the conditions set forth in this Agreement and pursuant to a Deferred Purchased IP License as described in the definition of Acquired Intellectual Property, Seller agrees to license the Deferred Purchased Intellectual Property to Purchaser at the Closing. (e) In the event of any claim against Purchaser with respect to any of the Assumed Liabilities, without limiting Purchaser’s remedies or defenses, effective as of the Effective Time, the Assignment and Assumption Agreement shall be deemed to constitute an assignment by Seller to Purchaser of any and all defenses, counterclaims or rights of setoff that would have been available to Seller if such claim had been asserted against Seller. (f) The assumption by Purchaser of the Assumed Liabilities, and the transfer thereof by Seller, shall in no way expand the rights or remedies of any third party against Purchaser or its Representatives as compared to the rights and remedies that such third ...
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1 Section 1.1 Purchase and Sale of the Acquired Assets 1 Section 1.2 Excluded Assets 4 Section 1.3 Assumption of Certain Liabilities 6 Section 1.4 Excluded Liabilities 7 Section 1.5 Assumption/Rejection of Certain Contracts / Non-Assignment 10 Section 1.6 Excluded Asset Designation 12 Section 1.7 EIC 12 Section 2.1 Consideration; Payment 13 Section 2.2 Deposit; Purchase Price Adjustment Escrow 13 Section 2.3 Closing 15 Section 2.4 Closing Deliveries by Sellers 15 Section 2.5 Closing Deliveries by Purchaser 16 Section 2.6 Withholding 17 Section 2.7 Purchase Price Adjustment 17
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. (a) Section 1.2(a)(iv) of the Agreement is hereby deleted and replaced in it entirety to read as follows: (iv) all Tanks listed on Schedule 1.2(a)(iv)(A) and all tools, machinery, equipment, parts, office and other supplies and other items of tangible personal property of each Seller primarily related to or primarily used in the operation of the Business, whether located on site at the Real Property or off site, to the extent such personal property is stored or used off site in the ordinary course of the operation of the Business (excluding the items listed on Schedule 1.2(a)(iv)(B)) (the “Personal Property”);” (b) Section 1.2(b)(i) of the Agreement is hereby deleted and replaced in it entirety to read as follows: (i) other than ▇▇▇▇▇ Cash, all cash and cash equivalents on hand, all cash in banks, all bank accounts, all lock box receipts received prior to the Closing Date and all certificates of deposit and other bank deposits owned or held by either Seller or any of its affiliates;”
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. 1.1 Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, the Acquired Assets shall be free and clear of any and all Employment Liabilities, pension liabilities, and successor liabilities of any kind. “Acquired Assets” means all of the Sellers’ right, title and interest, as of the Closing, in and to:
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities. Purchase and Sale of Shares --------------------------------------------------------------
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Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Acquired Assets Assumption of Assumed Liabilities

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

  • Assumed Liabilities On the terms and subject to the conditions set forth in this Agreement, Buyer hereby agrees, effective at the time of the Closing (or the applicable Subsequent Closing or Distribution Center Closing), to assume, pay, discharge and perform as required solely under the following Liabilities to the extent exclusively relating to the Acquired Stores or Distribution Center, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished, as the same shall exist on and after the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date) (the “Assumed Liabilities”): (a) all Liabilities of Seller or any of its Affiliates to be paid or performed after the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date) under the Acquired Leases; (b) any Liabilities in respect of Taxes for which Buyer is liable pursuant to Section 5.07; (c) except as contemplated by Sections 2.04(f), 2.04(h) and 2.04(i), all Liabilities of Seller or any of its Affiliates to be paid or performed after the Closing Date (or the applicable Subsequent Closing Date) under the CBAs applicable to employees of the Acquired Stores, which shall be assumed in accordance with their terms, including Liabilities related to or arising out of any Multiemployer Plan to which Seller or any of Seller’s Affiliates contribute as of the Closing Date (or the applicable Subsequent Closing Date); and (d) all Liabilities relating to Business Employees to the extent arising after and relating to any period of employment with Buyer or any of its Affiliates after the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date).