Common use of Purchase of Assets and Assumption of Liabilities Clause in Contracts

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) the Buyer shall purchase from the Seller, and the Seller shall sell, assign, convey and transfer to the Buyer, the Purchased Assets, in each case free of any Liens other than Permitted Liens; and (b) the Buyer shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Maximus Inc)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: , (a) the Buyer Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and transfer deliver to the BuyerPurchaser, all of the Purchased Assets, in each case free of any Liens other than Permitted Liens; and and (b) the Buyer Purchaser shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Sale Agreement (Century Aluminum Co)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) , the Buyer shall will purchase from the Seller, and the Seller shall will sell, transfer, assign, convey and transfer deliver to the Buyer, the Purchased Assets, in each case free of any Liens other than Permitted Liens; and (b) the Buyer shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Hardinge Inc)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at on the Closing: Closing Date, Purchaser shall (ai) the Buyer shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey and transfer deliver to Purchaser, all of Seller’s right, title and interest as of the Buyer, the Purchased Assets, Closing Date in each case free of any Liens other than Permitted Liens; and (b) the Buyer shall assume and agree to pay, discharge and perform when due all of the Assets (as defined below), and (ii) assume the Assumed LiabilitiesLiabilities (as defined below).

Appears in 1 contract

Sources: Asset Purchase Agreement (Green Plains Inc.)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) , the Buyer shall will purchase from the Seller, and the Seller shall will sell, transfer, assign, convey and transfer deliver to the Buyer, the Purchased Assets, in each case free of any Liens other than Permitted Liens; and (b) and the Buyer shall will assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Alion Science & Technology Corp)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) , the Buyer shall Buyers will purchase from the SellerSellers, and the Seller shall Sellers will sell, assign, convey and transfer deliver to the BuyerBuyers, the Purchased Assets, in each case free and clear of any Liens other than Permitted Liens; and (b) , the Buyer shall Purchased Assets, and the Buyers will assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Arlington Hospitality Inc)

Purchase of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and transfer deliver to the Buyer, the Purchased Assets, in each case free and clear of any all Liens other than Permitted Liens; and (b) the Buyer shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Lawson Products Inc/New/De/)