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

This clause defines the agreement between parties for the transfer of specified assets from the seller to the buyer, as well as the buyer's assumption of certain designated liabilities. It typically outlines which assets are included in the sale, such as inventory, equipment, or intellectual property, and specifies which liabilities, like outstanding contracts or debts, the buyer will take on. The core function of this clause is to clearly delineate what is being transferred and what obligations are being assumed, thereby preventing disputes and ensuring both parties understand their rights and responsibilities in the transaction.
Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. 4 Section 2.1. Purchase and Sale of Assets; No Other Assets Purchased 4 Section 2.2. Assumed Liabilities. 5 ARTICLE III PURCHASE PRICE; PAYMENT; SETTLEMENT; TAX ALLOCATION 6 Section 3.1. Purchase Price. 6 Section 3.2. Payment at Closing. 6 Section 3.3. Adjustment of Estimated Payment Amount. 6 Section 3.4. Proration; Other Closing Date Adjustments. 7 ARTICLE IV TAXES AND REGULATORY MATTERS 8 Section 4.1. Sales, Transfer and Use Taxes. 8 Section 4.2 Regulatory Matters .8 ARTICLE V CLOSING 9 Section 5.1. Closing Date. 9 Section 5.2. Seller's Deliveries 10 Section 5.3. Purchaser’s Deliveries. 10 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 10
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.1 Purchase and Sale of Transferred Business 22 Section 2.2 Assumption of Liabilities 27 Section 2.3 Sale and Transfer of Servicing 28 Section 2.4 Effect of Multiple Closings 28 Section 2.5 Effect of Secondary Sales 29
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities. Section 2.01 Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities
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Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities 
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Related to Purchase and Sale of Purchased Assets and Assignment and Assumption of Assumed Liabilities

  • 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.

  • 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

  • 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.