Purchase and Sale of Assets Assumption of Liabilities Clause Samples

Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, other than as set forth in Section 6.30, Section 6.34 and Section 6.35, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.

Purchase and Sale of Assets Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey, and deliver to Purchaser, free and clear of all Encumbrances, except for Permitted Liens, all of Seller’s right, title, and interest in and to, and obligations with respect to, the Assets and the Liabilities. (b) Notwithstanding anything in this Agreement to the contrary, except as expressly provided in (a) above, Purchaser shall not assume or have any liability for, and Purchaser does not undertake to assume or discharge, any liability or obligation of Seller of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued in the financial statements of Seller (the “Retained Liabilities”), and Seller shall retain all such Retained Liabilities. (c) The sales, purchases, transfers, assumptions, leases, and other acts made or taken at the Closing will be made or taken to be effective as of the Close of Business, notwithstanding the time of the Settlement Payment. Seller shall be responsible for the Branches and the operation thereof until the Close of Business. The Close of Business shall be the relevant cutoff time for purposes of the proration described in Section 5.16(b), and any amounts to be paid in accordance with Section 5.16(b) shall be paid contemporaneously with the Final Settlement Payment.

Purchase and Sale of Assets Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a) purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities.

Purchase and Sale of Assets Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, the Company shall sell, assign, convey, transfer and deliver to Purchaser, and the Purchaser shall purchase and acquire from the Company, all right, title and interest in and to all of the assets of the Company, including but not limited to all of the following assets, wherever located (collectively, the “Assets”): (i) all rights under Applicable Contracts; (ii) all tangible personal property owned, used or leased by the Company, including any machinery, equipment, operating supplies and other similar property, wherever located; (iii) all inventions, copyrights, patents, trademarks, trademark applications, trade names, trade secrets, logos , including any proprietary know-how and use and application know-how, manufacturing, engineering, drawings, design and engineering specifications, production standards, practices and promotional literature and advertising and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers and the right to s▇▇ for past infringements thereof; (iv) all software in which the Company has an interest including source and object codes, computer applications and operating programs used in connection with the business of the Company; all causes of action, judgments, claims, and demands of any nature related to such software; (v) all customer lists, supplier lists, sales and marketing records and materials, client files and records, and other business records; (vi) all current assets, including all cash, prepaid expenses, and all trade and other accounts and notes receivable; and (vii) all intangible property, including goodwill and covenants not to compete. Subject to the terms and conditions of this Agreement, at the Effective Time the Purchaser will assume all of the Company’s duties, liabilities and obligations (collectively, the “Assumed Obligations”), with the sole exception of those duties and liabilities listed on Schedule 2.1 (the “Excluded Obligations”). Notwithstanding anything to the contrary above, Purchaser will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties made in this Agreement. The Assumed Obligations are the only liabilities and obligations of the Compan...

Purchase and Sale of Assets Assumption of Liabilities. 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.3 No Assumption of Liabilities 8 Section 2.5 Pre- and Post-Closing and Transitional Matters. 8

Purchase and Sale of Assets Assumption of Liabilities. ..1 Section 1.1. Sale and Transfer of Assets................................1 Section 1.2. Excluded Assets............................................2 Section 1.3.

Purchase and Sale of Assets Assumption of Liabilities. 2.1 Purchase and Sale of Assets;

Purchase and Sale of Assets Assumption of Liabilities. 18 2.1 Purchase and Sale of Assets.................................19 2.2 Licenses....................................................19

Purchase and Sale of Assets Assumption of Liabilities. Section 2.1 Purchase and Sale of the Project Assets 10 Section 2.2 Excluded Assets 12 Section 2.3 Assumed Liabilities 13 Section 2.4 Excluded Liabilities 13 Section 2.5 Purchase Price 13 Section 2.6 Allocation of Purchase Price; Proration 15 Section 2.7 Withholding 17 Section 2.8 Closing 17 Section 2.9 Sellers' Deliverables 17 Section 2.10 Buyer's Deliverables 19 Section 3.1 Organization and Existence 19 Section 3.2 Authorization 19 Section 3.3 Noncontravention 20 Section 3.4 Governmental Approvals 20 Section 3.5 Absence of Certain Changes or Events 20 Section 3.6 Legal Proceedings 20 Section 3.7 Compliance with Laws; Permits 20 Section 3.8 Title to Project Assets 22 Section 3.9 Assigned Contracts, Master Lease Agreement 22 Section 3.10 Real Property 23 Section 3.11 Environmental Matters 24 Section 3.12 Taxes 24 Section 3.13 Intellectual Property 25 Section 3.14 Credit Support 26 Section 3.15 Affiliate Arrangements 26 Section 3.16 Brokers 26 Section 3.17 Insurance 26 Section 3.18 Data Room 26 Section 3.19 Eminent Domain Property 27 Section 3.20 Eminent Domain License 27 Section 3.21 No Other Representations or Warranties 28 Section 4.1 Organization and Existence 28 Section 4.2 Authorization 28 Section 4.3 Noncontravention 29 Section 4.4 Governmental Approvals 29 Section 4.5 Legal Proceedings 29 Section 4.6 Compliance with Laws 29 Section 4.7 Brokers 29 Section 4.8 No Other Representations or Warranties 30 Section 5.1 Organization and Existence 30 Section 5.2 Authorization 30 Section 5.3 Noncontravention 30 Section 5.4 Governmental Approvals 31 Section 5.5 Compliance with Laws 31 Section 5.6 Legal Proceedings 31 Section 5.7 Brokers 31 Section 5.8 Available Funds 31 Section 5.9 Buyer Ownership, Operations and Maintenance Permits 31 Section 5.10 Information 31