Purchase and Sale of Assets and Assignment and Assumption of Liabilities Clause Samples

This clause defines the terms under which one party agrees to purchase certain assets from another party and assume specified liabilities associated with those assets. It typically outlines which assets are included in the sale, such as equipment, inventory, or intellectual property, and specifies which debts or obligations the buyer will take on, while excluding others. The core function of this clause is to clearly delineate what is being transferred in the transaction and to allocate responsibility for liabilities, thereby preventing future disputes over ownership and obligations.
Purchase and Sale of Assets and Assignment and Assumption of Liabilities. 5 Section 2.1. Purchase and Sale of Assets 5 Section 2.2. Assumed Liabilities: No Other Liabilities Assumed. . . . . . . . . . 6 Section 2.3. Liabilities Honored 7 Section 2.4. Actions With Respect to ▇▇▇ and ▇▇▇▇▇ Plan Deposit Liabilities . 7 Section 2.5. Transitional Matters 8 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT: AND TAX ALLOCATION. . 12 Section 3.2. Payment at Claim . 12 Section 3.3. Adjustment of Estimated Payment Amount 12 Section 3.4. Tax Allocation of Purchase Price 13 Section 3.5. Proration; Other Closing Date Adjustments 14
View Source
Purchase and Sale of Assets and Assignment and Assumption of Liabilities 
View SourceView Similar (16)

Related to Purchase and Sale of Assets and Assignment and Assumption of Liabilities

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.