Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities Sample Clauses

This clause defines the agreement between parties regarding which assets are being sold and purchased, as well as which liabilities are being assumed by the buyer. It typically lists the specific assets included in the sale—such as inventory, equipment, contracts, or intellectual property—and identifies the liabilities, like outstanding debts or obligations, that the buyer will take on. By clearly delineating what is and is not included in the transaction, this clause ensures both parties have a mutual understanding of their rights and responsibilities, thereby reducing the risk of future disputes over ownership or liability.
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Section 2.1. Purchase and Sale of Purchased Assets......................11 Section 2.2. Assumption of Obligations and Liabilities..................11 Section 2.3. [RESERVED].................................................12 Section 2.4. Purchase Price; Payment of Purchase Price..................12 Section 2.5. Physical Inventory; Inventory True-Up.......................13 Section 2.6. Accounts Receivable True-Up..............................
View SourceView Similar (2)
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. (a) Subject to all of the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth herein, Purchaser shall purchase and accept from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to Purchaser, on the dates and in the manner specified in this Article II, all of each Seller's right, title and interest in the Purchased Assets. (b) Subject to all of the terms and conditions set forth in this Agreement and in reliance on the representations and warranties set forth herein, Purchaser shall assume, on the dates and in the manner specified in this Article II, and thereafter fully and timely pay, perform and discharge when due, the Assumed Liabilities. (c) Purchaser understands and agrees that it is purchasing only the Purchased Assets (and assuming only the Assumed Liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement, Purchaser has no interest in (i) any other business relationship which Sellers or their Affiliates have or may have with any Customer or (ii) any other customer of Sellers or their Affiliates. Purchaser further understands and agrees that Sellers and their Affiliates are retaining any and all rights and claims which any of them may have, including but not limited to indemnification or reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of the business of the Business prior to the day on which the Purchased Assets and Assumed Liabilities from which such rights or claims arise out of are transferred to Purchaser, unless such rights or claims relate to liabilities, duties, responsibilities and obligations of Sellers are included in the Assumed Liabilities. (d) Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.
View SourceView Similar (2)
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Section 2.1 Purchased Assets and Excluded Assets 9 Section 2.2 Assumed Liabilities and Excluded Liabilities 13 Section 3.1 Closing 14 Section 3.2 Purchase Price 15 Section 3.3 Purchase Price Adjustments 15 Section 3.4 Allocation of Purchase Price 17 Section 3.5 Tax Reporting 17 Section 4.1 Organization 18 Section 4.2 Authorization of Transaction 18 Section 4.3 Noncontravention; Consents 18 Section 4.4 Financial Statements; Accounting Controls 19 Section 4.5 Liabilities 19 Section 4.6 Absence of Certain Changes 19 Section 4.7 Title to Properties; Liens 21 Section 4.8 Equipment 22 Section 4.9 Intellectual Property Assets 22 Section 4.10 Certain Contracts 23 Section 4.11 Orders and Commitments 24 Section 4.12 Taxes 24 Section 4.13 Litigation 25 Section 4.14 Compliance with Law 25 Section 4.15 Environmental Protection 26 Section 4.16 Labor Relations 26 Section 4.17 Employee Benefit Matters 27 Section 4.18 Transactions with Affiliates 28 Section 4.19 Customers and Suppliers 28 Section 4.20 Insurance 28 Section 4.21 LIMITATION ON WARRANTIES 28 Section 5.1 Organization 29 Section 5.2 Authorization of Transaction 29 Section 5.3 Noncontravention; Consents 29 Section 5.4 Litigation 29 Section 5.5 Availability of Funds 30 Section 5.6 Brokers’ Fees 30 Section 5.7 No Further Representations and Warranties 30 Section 6.1 Conduct of the Business 30 Section 6.2 Access 32 Section 6.3 Bulk Sales Laws 32 Section 6.4 General 32 Section 6.5 Notices and Consents 32 Section 6.6 Notice of Developments 32 Section 6.7 Estoppel 33 Section 7.1 General 33 Section 7.2 Post-Closing Consents; Nonassignable Assets 33 Section 7.3 Litigation Support 34 Section 7.4 Prorations 35 Section 7.5 Tax Matters 35 Section 7.6 Records and Documents 36 Section 7.7 Use of Excluded Names 37 Section 7.8 Non-Solicitation 37 Section 7.9 Non-Competition 38 Section 7.10 Insurance 39 Section 7.11 Physical Inventory 39 Section 8.1 Employment 40 Section 8.2 Employee Benefit Matters 40 Section 8.3 Defined Contribution Plans 43 Section 8.4 Defined Benefit Plans 43 Section 8.5 Compliance with WARN 43 Section 8.6 Workers’ Compensation Claims 43 Section 8.7 Incentive Compensation Payments 44 Section 8.8 Accrued Vacation 44
View Source
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor, certain assets in connection with the business of selling time share units at the Resort, which consists of promissory notes in the approximate amount of $2.0 million and unsold inventory of time share units (collectively, the "Purchased Assets"), and the Purchaser covenants and agrees to assume and be responsible for certain liabilities in connection with the business of selling time share units at the Resort, which consists primarily of commissions payable (collectively, the "Assumed Liabilities"), all as more particularly set out and described in Schedule 2.2 attached hereto.
View Source
Purchase and Sale of Purchased Assets and Assumption of Assumed Liabilities 
View SourceView Similar (5)

Related to Purchase and Sale of Purchased Assets 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.

  • 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

  • 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:

  • Assumed Liabilities On the Closing Date, Buyer or the UniSource Designee acquiring the Assets shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer or such UniSource Designee shall assume and agree to discharge when due, without recourse to Seller, in accordance with the respective terms and subject to the respective conditions thereof, all of the Assumed Liabilities. All of the following liabilities and obligations of Seller or Buyer which relate to, or arise by virtue of Seller's or Buyer's ownership of the Assets or operation of the Business (other than Excluded Liabilities) are referred to collectively as the "Assumed Liabilities": (a) all liabilities and obligations of Seller or Buyer arising on or after the Closing Date under the Assigned Agreements, the Real Property Leases, and the Transferable Permits in accordance with the terms thereof, including, without limitation, the Assigned Agreements entered into by Seller (i) prior to the date hereof and (ii) after the date hereof consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date and are not otherwise included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3 or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or passage of time or both would constitute a default by Seller; (b) all liabilities and obligations of Seller for accounts payable to the extent included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (c) all liabilities and obligations associated with the Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (d) all liabilities and obligations of Seller or Buyer with respect to the Transferred Employees incurred on or after the Closing Date for which Buyer is responsible pursuant to Section 6.12; (e) all liabilities, responsibilities and obligations of Seller or Buyer arising under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation is known or unknown, contingent or accrued as of the Closing Date, including but not limited to: (i) costs of compliance (including capital, operating and other costs) relating to any violation or alleged violation of Environmental Laws occurring prior to, on or after the Closing Date, with respect to the ownership of the Assets or operation of the Business; (ii) property damage or natural resource damage (whether such damages were manifested before or after the Closing Date) arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to, or migrating from any Assets prior to, on or after the Closing Date; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences after the Closing Date) of Environmental Conditions or Regulated Substances that are present or have been Released prior to, on or after the Closing Date, at, on, in, adjacent to or migrating from the Assets; (iv) any violations or alleged violations of Environmental Laws occurring on or after the Closing Date with respect to the ownership of any Assets or operation of the Business; (v) any bodily injury or loss of life arising from Environmental Conditions or Releases of Regulated Substances at, on, in, under, adjacent to or migrating from any Asset on or after the Closing Date; (vi) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business; and (vii) any Remediation of any Environmental Condition or Release of Regulated Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Regulated Substances generated in connection with the ownership or operation of the Assets; provided, that nothing set forth in this Section 2.3 shall require Buyer to assume any liabilities, responsibilities or obligations that are expressly excluded in Section 2.4; (f) any Tax that may be imposed by any federal, state or local government on the ownership, sale (except as otherwise provided in Section 3.4 or 6.10(a)), operation of the Business or use of the Assets on or after the Closing Date, except for any Income Taxes attributable to the income of Seller; (g) all liabilities and obligations of Seller or Buyer arising on and after the Closing Date under those Orders specifically relating to the Assets or the Business issued by or entered into with any Governmental Authority and listed in Schedule 2.3(g) or imposed on Buyer in any Required Regulatory Approval; (h) customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case directly related to the Business and outstanding on or arising after the Closing Date; and (i) actions and proceedings based on conduct, actions, circumstances or conditions arising or occurring on or after the Closing Date, actions and proceedings described in Schedule 2.3(i), actions and proceedings arising from or directly related to any other Assumed Liability, and generic or industry-wide actions and proceedings outstanding on or arising on or after the Closing Date that are applicable to the Business.

  • Purchase and Sale of Purchased Assets Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product Business.