Purchased Assets and Assumed Liabilities Sample Clauses

Purchased Assets and Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in Section 6.02, Purchaser or its designee shall purchase and acquire from Seller or Sequa UK, and Seller shall transfer, or cause to be transferred, to Purchaser or its designee, all of Seller’s or Sequa UK’s, if any, right, title and interest in, to or arising under the assets, properties, rights and interests of every kind, nature and description, tangible or intangible, that are owned, used, occupied or held by or for the benefit of Seller or its Affiliates in the operation of the Business, wherever situated, including, without limitation, the assets, properties, rights and interests described in this Section 2.01(a), but excluding the Excluded Assets (such assets, properties, rights and interests collectively, excluding the Excluded Assets, the “Purchased Assets”): (i) the Real Property; (ii) the inventory owned by Seller at the Closing that is used or held for use in the operation of the Business as reflected in the Closing Balance Sheet (the “Inventory”); (iii) the trade accounts receivable of Seller due from customers or clients of the Business including unbilled receivables, to the extent relating to the Business as reflected in the Closing Balance Sheet (the “Receivables”), but excluding any amounts due from any of Seller’s Affiliates (the “Intercompany Accounts”); (iv) subject, in regard to the Gainesville Fixed Assets, to Section 7.08, the machinery, equipment, tooling and other fixed assets owned by Seller that are used or held for use in the operation of the Business (the “Fixed Assets”); (v) the prepaid expenses, advance payments, deposits, surety accounts, key man life insurance policies and similar assets of Seller to the extent relating to the Business and reflected in the Closing Balance Sheet (the “Prepaids”); (vi) all rights, benefits and interests of Seller in and to all contracts, leases, agreements and commitments relating to the Business, including the Purchase and Sales Orders, Material Contracts and Government Contracts relating to the Business as described in this Agreement (collectively, the “Assigned Contracts”); (vii) all of Seller’s ownership interests in the joint ventures that are set forth on Schedule 2.01(a)(vii) of the Disclosure Package (the “Purchased Joint Ventures”); (viii) except as set forth in Section 2.02(a)(viii), all Intellectual Property and Trade Secrets owned, licensed or used by Seller ...
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Purchased Assets and Assumed Liabilities. The Buyer acknowledges having received the Seller's unaudited financial information with respect to the Businesses for the four (4) consecutive 12-month periods, the last one ended November 30, 1997, a copy of which is annexed as Exhibit "I" to Schedule "A" hereto. Subject to the terms of this letter agreement and in reliance on the representations and warranties set out in the certificate of the Seller and Robe▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ be delivered on Closing, a copy of which appears as Schedule "B" to this letter agreement, the Buyer hereby offers: i. to purchase from the Seller: A. the lands and premises municipally known as 201 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇stituting the Real Property; B. the leases of premises occupied by the Seller in Saint John, ▇▇w Brunswick and St Foy, ▇▇ebec (the "Leases"); C. all of the property and assets of the Seller used by it in conducting its Dominion Automobile Association ("DAA") business (the "DAA Assets"), all of which is located at the Real Property or at either of the premises subject to the Leases, and includes the tangible property and assets listed in Schedule "C" hereto; D. all the property and assets used by the Seller in conducting its North American Automobile Association Zellers Division ("NAAA") business (the "NAAA Assets"), all of which is located at the Real Property and includes the tangible property and assets listed in Schedule "D" hereto; E. all the property and assets of the Seller used by it in conducting its Dominion Automobile Association International Travel Agency ("ITA") business (the "ITA Assets"), all of which is located at the Real Property and includes the tangible property and assets listed in Schedule "E" hereto; F. all the property and assets of the Seller used by it in conducting its printing business (the "Printing Assets"), all of which is located at the Real Property and includes the tangible property and assets of the Seller listed in Schedule "F" hereto; G. the trade marks, logos, business styles and names used by the Seller in carrying on any of the Businesses and all know how forming part of the DAA Assets, the NAAA Assets and the "ITA" Assets, as the case may be (the "Intellectual Property"); H. all accounts receivable for each of the Businesses outstanding as at the close of business on the Effective Date (the "Receivables"); and I. without in any way limiting the right of the Buyer to any other reserve, adjustment or recovery in respect of any of the Businesses, all experience-rated ...
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Purchased Assets and Assumed Liabilities. The parties recognize that the listing of Purchased Assets may not be complete and that such listing does not constitute any independent representations or warranties. As a result, the parties will cooperate with each other in order to consummate this Agreement as reasonably contemplated by the parties, it being understood, however, that no liability not specifically listed as an Assumed Liability will become an Assumed Liability if assuming such liability would result in a breach of any representation or warranty of any Seller.
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Purchased Assets and Assumed Liabilities. Buyer and SGI agree and acknowledge that (i) the definition of "Purchased Assets" is not intended to apply to the assets, properties and rights used in the conduct of the Business that are held by the Alias Companies and the Subsidiaries, (ii) the definition of "Assumed Liabilities" is not intended to apply to the Liabilities of the Alias Companies and the Subsidiaries and (iii) such assets, properties, rights, contracts and Liabilities are intended to transfer with the Shares by operation of law, except as otherwise expressly provided herein.
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Purchased Assets and Assumed Liabilities 
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Related to Purchased Assets and Assumed Liabilities

  • 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.

  • 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:

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.