Purchase of Assets and Assumption of Liabilities Sample Clauses

Purchase of Assets and Assumption of Liabilities. In reliance upon the representations, warranties and covenants contained in this Agreement as of the date hereof and on the Closing Date, (i) the Purchaser agrees to purchase, and the Company agrees to sell, the Assets (as defined below) of the IM Division from the Company, and (ii) the Purchaser agrees to assume the Assumed Liabilities of the IM Division (as defined below), in each case on the terms and conditions set forth in this Agreement. The sale, transfer, conveyance, assignment and delivery of the Assets by the Company shall convey (x) good and valid title to the Assets that are tangible assets, (y) all of the Company's interests in and to the Assets that are intangible assets, and (z) good and valid title to the Assets that are, and all of the Company's interests in and to the Assets that are, mixed assets, free and clear of any and all Encumbrances, except for the Assumed Liabilities and the Permitted Encumbrances.

Purchase of Assets and Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

Purchase of Assets and Assumption of Liabilities. 18 ARTICLE 3 PURCHASE PRICE & TAXES 23

Purchase of Assets and Assumption of Liabilities. (a) At the Closing, on the terms and subject to the conditions set forth herein, Buyer shall purchase and assume from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens. “Purchased Assets” shall mean the following assets, properties and rights of Seller (but, for the avoidance of doubt, excluding the Excluded Assets):

Purchase of Assets and Assumption of Liabilities. Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (a) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing (as defined below), substantially all of the Business, Assets (as defined below), properties, goodwill and rights of Seller as a going concern, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected in the books and records of Seller, and (b) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein.

Purchase of Assets and Assumption of Liabilities. (a) At the Closing, on the terms and subject to the conditions set forth herein, Buyer shall purchase from Sellers, and Sellers shall sell, convey, assign, transfer, and deliver, or cause to be sold, conveyed, assigned, transferred and delivered, to Buyer, all of the Purchased Assets, free and clear of all Liens other than Permitted Liens. “Purchased Assets” shall mean all right, title and interest of Sellers and their Affiliates in and to all assets, properties, and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent, that are (x) tangible assets or properties located at any of the Owned Real Properties or (y) are exclusively related to, exclusively used in, or held for use exclusively in connection with the Business, as the same shall exist on the Closing Date, and the following (but, for the avoidance of doubt, excluding any assets properties or rights that are the subject of a specific exclusion from the Purchased Assets set forth in Sections 1.01(a)(i) – (xi) below or any other Excluded Assets):

Purchase of Assets and Assumption of Liabilities. Subject to paragraph 3, Buye▇ ▇▇▇ees to purchase from Seller, and Acquisition will cause Seller to sell to Buyer, substantially all of the Seller's right, title and interest in the properties, assets and rights of the Seller principally relating to, or used, held for use, or intended to be used in connection with, the operation of the Division other than certain specifically excluded assets (the "Assets"). Buye▇ ▇▇▇o agrees to assume certain liabilities, obligations and commitments arising exclusively out of the operation or conduct of the Division (the "Liabilities").

Purchase of Assets and Assumption of Liabilities. 11 2.1 Sale and Transfer of Assets 11 2.2 Excluded Assets 13 2.3 Assumed Liabilities 13 2.4 Liabilities Not Assumed 13 2.5 Transfer of Acquired Assets and Assumed Liabilities 14

Purchase of Assets and Assumption of Liabilities. 2.1 Purchase and Sale of Purchased Assets 15 2.2 Assumed Liabilities 15 2.3 Assignment of Contracts 15 2.4 Transfer and Assignment of Permits and Licenses 16 3.1 Consideration 17 3.2 Satisfaction of Consideration 17 3.3 Allocation of Consideration 17 3.4 Taxes 18 3.5 Tax Elections. 18