Purchase and Sale of Assets and Assumption of Liabilities Sample Clauses

Purchase and Sale of Assets and Assumption of Liabilities. 1.01 On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller at the closing, as that term is defined in Section 3 hereof (the “Closing”), all the property of Seller as set forth below, free and clear of all liens, encumbrances and restrictions, except as specifically agreed to herein, all of which are collectively referred to hereinafter as the “Assets”: (a) The specific commercial loans, lines of credit, installment loans and other loans and loan commitments carried on the books of the Seller, at par, plus accrued interest thereon to the Closing Date, and listed on Exhibit “A” hereto, provided however, that Buyer may elect to designate specific commercial loans, lines of credit, installment loans and/or other loans and loan commitments carried on the books of the Seller as “Reserve Loans” provided that Buyer provides written notice to Seller not less than ten (10) business days prior to the Closing Date and such Reserve Loans shall then be subject to the provisions of Section 2.03 hereof; and (b) The specific furniture, fixtures, and equipment, at net book value and in an as-is, where-is condition, listed on Exhibit “B” hereto; and (c) All claims and causes of action the Seller has or might have against any third party arising out of, in connection with or with respect to, the Assets or the Liabilities; and (d) All of Seller’s interest in the computer software, computer programs and software licenses used by Seller in connection with the CF Business, and all copyrights, servicemarks, trademarks, trade names, trade secrets, licenses, royalty rights and proprietary rights of Seller as used in the CF Business (the “Software and Intangible Property”); (e) All telephone numbers used in Seller’s CF Business (the “Telephone Numbers”); (f) All customer lists of every kind and nature whatsoever of the Seller, whether held by Seller, Seller’s officers, directors and/or employees; (g) All of Seller’s right, title and interest in and to that certain lease by and between Seller and CA-Santa M▇▇▇▇▇ Business Park-American Golf Limited Partnership, a Delaware limited partnership and S▇▇▇▇▇▇-Partners Livermore, LTD., a California limited Partnership (collectively the “Santa M▇▇▇▇▇ Landlord”) dated June 29, 1994, as amended (the “Santa M▇▇▇▇▇ Lease”), a copy of which is attached hereto as Exhibit “C-1” regarding that certain real prop...

Purchase and Sale of Assets and Assumption of Liabilities. Section 1.01. Purchase of Assets 1 Section 1.02. Assumption of Liabilities 2 Section 1.03. Names and Marks 3 Section 2.01. The Closing 3 Section 2.02. The Closing Date 3 Section 2.03. Retirement Accounts 3 Section 2.04. Calculation and Payment of Purchase Price 4 Section 2.05. Prorations 5 Section 2.06. Closing Deliveries 5 Section 3.01. Organization 7 Section 3.02. Authorization 7 Section 3.03. Non-Contravention 7 Section 3.04. Consents to Transaction 7 Section 3.05. Compliance with Law 7 Section 3.06. Regulatory Enforcement Actions 7 Section 3.07. Community Reinvestment Act 8 Section 3.08. Litigation 8 Section 3.09. Employee Contracts. 8 Section 3.10. Financial Information 8 Section 3.11. Deposit Liabilities 8 Section 3.12. Brokerage 8 Section 3.13. Environmental Matters 8 Section 3.14. Representations and Warranties Regarding the Loans 9

Purchase and Sale of Assets and Assumption of Liabilities. PURCHASE PRICE 2.1. Purchase and Sale of the Neyco Shares................ 15 2.2. Purchase and Sale of Assets.......................... 15 2.3. Excluded Assets...................................... 17 2.4.

Purchase and Sale of Assets and Assumption of Liabilities. Subject to the terms and conditions contained in this Agreement and in reliance upon the representations, warranties, covenants and agreements of the parties, on the Closing Date, the Seller shall sell, assign and transfer to SFX all of its right, title and interest in and to the assets set forth on Schedule 2 hereto (the "Assets"), and SFX shall purchase and acquire the Assets from the Sellers, and shall assume all of the liabilities relating to the Assets except as provided on Schedule 2, at the price and on the terms set forth in this Agreement.

Purchase and Sale of Assets and Assumption of Liabilities. PURCHASE PRICE 8

Purchase and Sale of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer agrees to purchase, acquire, assume and accept from Seller, and Seller agrees to sell, transfer, assign, convey and deliver to Buyer, all of the Purchased Assets and the Assumed Liabilities.

Purchase and Sale of Assets and Assumption of Liabilities. 10 2.1 Purchase and Sale of Assets........................................10 2.2 Assets to Be Retained by Seller....................................11 2.3

Purchase and Sale of Assets and Assumption of Liabilities. 1.1. BUYER shall ,purchase from SELLER the assets described on Exhibit "A" attached hereto and made a part hereof (the " Purchased Assets'), which assets constitute all of the Assets necessary and appropriate to own and operate SELLER's payphones located in Phoenix and Tucson, Arizona; provided, however, that BUYER and SELLER expressly agree and acknowledge that the assets described on Exhibit "A-l' shall not be included in, or a part of, the Purchased Assets (the 'Excluded Assets"). 1.2. The effective date of the acquisition (the 'Closing Date') shall be November 15, 1996, and the closing shall be at BUYER's attorney's office in Las Vegas, Nevada on or before the Closing Date. 1.3. BUYER shall pay SELLER in payment for the Purchased Assets $2,522,500.00 (the "Purchase Price'), payable as follows: A. $1,711,250 in cash payable on the Closing Date in immediately available funds to an account designated in writing by Seller to Buyer. B. A promissory note, in the form of Exhibit "B" attached hereto and made a part hereof (the "Note"), in the original principal amount of $811,250.00, bearing interest at the rate of 8% per annum, with monthly payments of $14,000.00 per month payable commencing February 15, 1997, and on the fifteenth (15th) day of each month thereafter until and including December 15, 2001, and then a final payment of all accrued and unpaid interest and the remaining unpaid principal balance shall be due and payable on January 15, 2002. All monthly payments shall be applied first to all then accrued and unpaid interest on the Note, and then to the outstanding principal balance of the Note. 1.4. As collateral security for the Promissory Note, (i). Buyer shall execute and deliver to Seller a Security Agreement, in the form of Exhibit "C" attached hereto and made a part hereof (the 'Security Agreement') and (ii) Buyer shall cause the Guarantors to execute and deliver to Seller a Guaranty Agreement, in the form of Exhibit "D" attached hereto and made a part hereof. Seller expressly agrees and acknowledges that the liens granted to Seller by Buyer pursuant to the Security Agreement shall be subordinate to the liens granted to Buyer's senior secured lender, and that Seller shall be required to execute a Subordination Agreement with Buyer's senior secured lender on the terms and conditions mutually agreed to by Seller and such senior secured lender. 1.5. This Agreement and the closing herein contemplated is contingent upon BUYER acquiring the Purchased...

Purchase and Sale of Assets and Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser all of the Seller's right, title and interest in and to the Purchased Assets free and clear of any and all Encumbrances and the Purchaser shall purchase such Purchased Assets from the Seller and assume the Assumed Liabilities.