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 party would have had against Seller had Purchaser not assumed the Assumed Liabilities. Without limiting the generality of the preceding sentence, the assumption by Purchaser of the Assumed Liabilities shall not create any third-party beneficiary rights. Seller shall pay and discharge when due, or contest in good faith, all of those Liabilities of Seller that Purchaser has not specifically agreed to assume pursuant to the provisions of this Agreement and the Assignment and Assumption Agreement.
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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 (i) a ▇▇▇▇ of Sale substantially in the form attached hereto as Exhibit B A (the “▇▇▇▇ of Sale”)) and (ii) the IP Assignment Agreements, the Purchaser agrees to purchase from the Seller, Neenah-Wausau Asset Purchase Agreement and the Seller agrees to sell, transfer, convey, assign and deliver to the 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 thatprovided, as described in however, that the ▇▇▇▇ of Sale, the conveyance, assignment and transfer of the Deferred Purchased Intellectual Property Additional Inventory shall be effective only upon Seller’s receipt of the Final Earn-Out Paymentdelivered pursuant to Section 2.4 below.
(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 B (the “Assignment and Assumption Agreement”), the Purchaser agrees to assume and become responsible for the Assumed Liabilities at the Closing for in consideration of the consideration specified in Section 2.2 belowsale, transfer, conveyance, assignment and delivery by the Seller to the Purchaser of all of the Acquired Assets. The Purchaser will not assume or have any responsibility, however, with respect to any Liability or other obligation of the 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 the Purchaser with respect to any of the Assumed Liabilities, without limiting the Purchaser’s remedies or defenses, effective as of the Effective Time, the Assignment and Assumption Agreement shall be deemed to constitute an assignment by the Seller to the Purchaser of any and all defenses, counterclaims or rights of setoff that would have been available to the Seller if such claim had been asserted against the Seller.
(fd) The assumption by the Purchaser of the Assumed Liabilities, and the transfer thereof by the Seller, shall in no way expand the rights or remedies of any third party against the Purchaser or its Representatives as compared to the rights and remedies that such third party would have had against the Seller had the Purchaser not assumed the Assumed Liabilities. Without limiting the generality of the preceding sentence, the assumption by the Purchaser of the Assumed Liabilities shall not create any third-party beneficiary rights. The Seller shall pay and discharge when due, or contest in good faith, all of those Liabilities of the Seller that the Purchaser has not specifically agreed to assume pursuant to the provisions of this Agreement and the Assignment and Assumption Agreement.
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