PURCHASE AND SALE OF ASSETS AND ASSUMPTION Clause Samples

The "Purchase and Sale of Assets and Assumption" clause defines the agreement between parties for the transfer of specified assets from the seller to the buyer, along with the buyer's acceptance of certain related liabilities. In practice, this clause outlines exactly which assets are being sold—such as equipment, inventory, or intellectual property—and details which obligations or debts the buyer will assume as part of the transaction. Its core function is to clearly delineate what is included in the sale and what responsibilities are being transferred, thereby preventing misunderstandings and disputes over the scope of the transaction.
PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 9 Section 2.1 Purchase of Seller Assets and Assumption of Seller Liabilities 9 Section 2.2 Purchase of Maquiladora Assets and Assumption of Maquiladora Liabilities 10 Section 2.3 Purchased and Excluded Assets 10 Section 2.4 Assumed and Excluded Liabilities 13 ARTICLE III PURCHASE PRICE AND CLOSINGS 13 Section 3.1 Closing 13 Section 3.2 Maquiladora Closing 14 Section 3.3 Purchase Price 14 Section 3.4 Purchase Price Adjustment 14 Section 3.5 Allocation of Purchase Price 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 16 Section 4.1 Organization 16 Section 4.2 Authorization of Transaction 16 Section 4.3 Noncontravention; Consents 16 Section 4.4 Financial Statements 17 Section 4.5 Absence of Certain Changes 17 Section 4.6 Title to and Sufficiency of Assets 18 Section 4.7 Contracts 19 Section 4.8 Real Property 19 Section 4.9 Intellectual Property 20 Section 4.10 Tax Matters 21 Section 4.11 Legal Compliance; Permits 21 Section 4.12 Litigation 22 Section 4.13 Product Liability; Product Warranties 22 Section 4.14 Employees and Employee Benefits 22 TABLE OF CONTENTS (continued) Section 4.15 Environmental 23 Section 4.16 Customers and Suppliers 23 Section 4.17 Brokers’ Fees 24 Section 4.18 Insurance 24 Section 4.19 Accounts Receivable 24 Section 4.20 Inventory 24 Section 4.21 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER 25 Section 5.1 Organization 25 Section 5.2 Authorization of Transaction 25 Section 5.3 Noncontravention; Consents 25 Section 5.4 Litigation 26 Section 5.5 Availability of Funds 26 Section 5.6 Investigation 26 Section 5.7 Brokers’ Fees 26 Section 5.8 LIMITATIONS ON THE SELLER’S REPRESENTATIONS AND WARRANTIES 26 ARTICLE VI COVENANTS 27 Section 6.1 General 27 Section 6.2 Consents; Nonassignable Contracts 27 Section 6.3 Apportioned Obligations 28 Section 6.4 Agreements Regarding Employee Matters 29 Section 6.5 Agreements Regarding Tax Matters 30 Section 6.6 Preservation of Records 31 Section 6.7 Seller’s Obligation to Change its Name 32 Section 6.8 Non-Competition; Non-Solicitation 32
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 1.1. Acquired Assets 1 1.2. Excluded Assets 2 1.3. Assumed Liabilities 3 1.4. Excluded Liabilities 4 1.5. Payment of Purchase Price 4 1.6. Final Determination of Net Value 5 1.7. Allocation of Purchase Price 5 1.8. Withholding 6 1.9. Non-Assignable Assets 6 ARTICLE II CLOSING 7 2.1. The Closing 7 2.2. Deliveries by Seller 7 2.3. Deliveries by Purchaser 8 2.4. Conditions to Purchaser’s Obligation 8 2.5. Conditions to Seller’s Obligations 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 10 3.1. Organization and Corporate Power 10 3.2. Due Authorization 10 3.3. No Violation; Consents 10 3.4. Material Contracts 11 3.5. Financial Statements; 11 3.6. Absence of Undisclosed Liabilities 12 3.7. Absence of Certain Developments 12 3.8. Tangible Assets 12 3.9. Intellectual Property 13 3.10. Compliance with Laws and Regulations; Permits 14 3.11. Litigation 14 3.12. [Reserved] 15 3.13. Taxes 15 3.14. Entire Interest; All Assets 16 3.15. Financial Advisors/Broker Fees 16 3.16. Customers and Suppliers 16
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 1.1 Purchased Assets 1 1.2 Excluded Assets 3 1.3 Nonassignable Rights 5 1.4 Assumed Obligations 6 1.5 Retained Obligations 7 1.6 Purchase Price 8 1.7 Stocktake 9 1.8 Pre-Closing Statement 9 1.9 Post-Closing Adjustment 9 1.10 Allocation of Purchase Price 12 1.11 Escrow 12
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 Section 1.1 Purchase of Acquired Business 1 Section 1.2 Closing 1 Section 1.3 Acquisition Consideration 1 Section 1.4 Payments in connection with Closing 2 Section 1.5 Purchase Price Adjustment 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER 4 Section 2.1 Organization 4 Section 2.2 Authorization of Transaction 4 Section 2.3 Noncontravention; Consents 4 Section 2.4 Title to Acquired Business 5 Section 2.5 Litigation 5 Section 2.6 Brokers’ Fees 5 Section 2.7 [Government Contracts 5 Section 2.8 Compliance with Law 7 Section 2.9 Assets Used in the Acquired Business 8 Section 2.10 Taxes 8 Section 2.11 No Other Agreements to Sell 8 Section 2.12 Employees and Consultants 8 Section 2.13 Employee Benefit Plans 9 Section 2.14 CARES Act 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER 11 Section 3.1 Organization 11 Section 3.2 Authorization of Transaction 11 Section 3.3 Noncontravention; Consents 11 Section 3.4 Litigation 11 ARTICLE IV COVENANTS 11 Section 4.1 General 11 Section 4.2 Post-Closing Consents and Approvals; Nonassignable Contracts 11 Section 4.3 Agreements Regarding Tax Matters 12
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 1.1 Sale and Transfer of Assets. 1 1.2 Excluded Assets. 2 1.3 Assumed Liabilities. 2 1.4 Liabilities Not Assumed. 3 ARTICLE 2 CLOSING/PURCHASE PRICE 4 2.1 The Closing. 4 2.2 Purchase Price. 4 2.3 Payment. 4 2.4 Condition Precedent. 4 2.5 Closing Deliveries by Seller. 4 2.6 Closing Deliveries by Buyer. 5 2.7 Transaction Taxes. 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 5 3.1 Organization, Power, Standing. 5 3.2 Authorization and Approval of Agreements. 6 3.3 No Conflict; Third-Party Consents. 6 3.4 Approvals. 6 3.5 Financial Information; No Undisclosed Liabilities. 6
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 9 Section 2.1 Purchase of Assets and Assumption of Liabilities. 9 Section 2.2 Purchased and Excluded Assets. 9 Section 2.3 Assumed and Excluded Liabilities. 11 ARTICLE III PURCHASE PRICE AND CLOSING 13 Section 3.1 Closing. 13 Section 3.2 Purchase Price. 13 Section 3.3 Purchase Price Adjustment. 13 Section 3.4 Allocation of Purchase Price. 15
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 8 2.1. Purchased Assets 8 2.2. Excluded Assets 9 2.3. Purchase Price 9 2.4. Allocation of Purchase Price 10 2.5. Tax 10 2.6. No Liabilities to be Assumed 10 2.7. Closing 11 2.8. Transition; Payment of Employees 12
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PURCHASE AND SALE OF ASSETS AND ASSUMPTION. OF LIABILITIES 1 Section 1.01 Purchase of Assets 1 Section 1.02 Assumption of Liabilities 3 Section 1.03 Names and Marks 4 Section 1.04 Excluded Assets 4
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Related to PURCHASE AND SALE OF ASSETS AND ASSUMPTION

  • 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:

  • 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

  • Purchase and Sale of Assets Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer free from any Encumbrance, other than Permitted Encumbrances, and Buyer shall purchase from Seller free from any Encumbrance, other than Permitted Encumbrances, all of Seller’s legal and beneficial right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature and wherever located (other than the Excluded Assets), that relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), with a view to Buyer carrying on the Business as a going concern in succession to Seller, including without limitation, the following: (a) all accounts receivable of the Business (“Accounts Receivable”); (b) all Contracts set forth on Section 2.01(b) of the Disclosure Schedules and all unfilled or uncompleted purchase or sales orders received or submitted by Seller in the ordinary course of business, the Intellectual Property Agreements set forth on Section 4.09(a) of the Disclosure Schedules and the contracts of employment for each Employee set forth on Section 4.12(a) of the Disclosure Schedule (collectively, the “Assigned Contracts”); (c) all user and personal profiles, resumes, and client, CRM, recruiter and other databases, all brands, Website domains, software code, servers, other hardware and all other Intellectual Property Assets, including, without limitation, the right to ▇▇▇ and recover for past, present or future infringement or other unauthorized use of such Intellectual Property Assets; (d) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Business (the “Tangible Personal Property”); (e) all prepaid expenses, credits, advance payments, security deposits, charges, sums and fees to the extent related to any Purchased Assets; (f) all telephone numbers, fax numbers, e-mail addresses, postal addresses and postal boxes related to or used or held for use in connection with the Business; (g) all Permits owned, held or used by Seller in connection with the Business to the extent transferrable under applicable Law; (h) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets (excluding Tax refunds and Excluded Insurance Rights, unless such refund or amount is including in the calculation of Final Closing Working Capital); (i) originals or, where not available, copies, of all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, Customer Data, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, formulae, designs, specifications, drawings, product development, data, manuals, handbooks, plans and instructions, customer complaints and inquiry files, research and development files, sales material and records, marketing and promotional surveys, material and research and any other information relating to the operation, management, administration or financial affairs of the Business, including without limitation, business plans, forecasts and information relating to business development (collectively, “Books and Records”); (j) all goodwill associated with any of the assets described in the foregoing clauses; and (k) all other assets of Seller relating to the Business, other than the Excluded Assets.

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.