Sale and Purchase of Assets Assumption of Liabilities Clause Samples

Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 11 2.02 Excluded Assets 11 2.03 Assumption of Liabilities 12 2.04 Deemed Assignment of Contracts; Cooperation 13 2.05 Purchase Price and Related Matters 14 2.06 Adjustment of Closing Cash Payment 14 2.07 Dispute Resolution 16 2.08 Purchase Price Allocation 16 2.09 The Closing 16 2.10 Further Assurances 18

Sale and Purchase of Assets Assumption of Liabilities. The consummation of the transactions provided for herein (the "Closing") shall take place at the offices of Seller upon such date and at such time as is designated by Seller in writing (the "Closing Date"), provided, however, the Closing shall take place on or after the date that is the later to occur of (i) the date that the temporary liquor licenses for the Existing and Construction Restaurants have been issued to Buyer by the applicable state licensing authority governing the sale of alcoholic beverages, or (ii) the date that Buyer has received a firm commitment for financing for the purchase of the Existing and Construction Restaurants on terms reasonably acceptable to Buyer (Buyer agrees that terms not materially different form those described in the Uniform Franchise Offering Circular dated October 15, 1997, delivered to Controlling Principal on November 3, 1997 [and Supplement to Item 19 dated October 15, 1997, delivered to Controlling Principal on November 2, 1997] are acceptable to Buyer); provided, however, in the event the conditions described in subsections 3.(i) and 3.(ii) above are satsified prior to March 1, 1998, Seller, in its sole discretion, may cause the Closing to occur on a date designated by Seller on or after March 1, 1998. On the Closing Date and at the Closing:

Sale and Purchase of Assets Assumption of Liabilities. SECTION 3.01. Asset Sale and Purchase of Assets................................................9 SECTION 3.02. Excluded Assets.................................................................11 SECTION 3.03. Nonassignable Rights............................................................12 SECTION 3.04.

Sale and Purchase of Assets Assumption of Liabilities. On ------------------------------------------------------ the terms and subject to the conditions of the Asset Purchase Agreement (including the provisions of Sections 1.2, 1.3, 3.1 and 3.2 thereof), as amended by this Amendment No. 1, at the Closing: (a) Seller shall sell, transfer and assign to Buyer, or, as applicable, cause the Assigning Subsidiaries to sell, transfer and assign to Buyer, and Buyer shall purchase and acquire, all of Seller's or, as applicable, the Assigning Subsidiaries' right, title and interest in, to and under the Patents and the Copyrights and Marks; (b) Seller shall sell, transfer and assign to Sterling Cayman, or, as applicable, cause the Assigning Subsidiaries to sell, transfer and assign to Sterling Cayman, and Sterling Cayman shall purchase and acquire, all of Seller's or, as applicable, the Assigning Subsidiaries' right, title and interest in, to and under the rights to market, license, install, maintain and support the Software in locations outside of the United States of America and Canada (such rights being collectively referred to as the "International Distribution Rights"); (c) Seller shall sell, transfer and assign to Sterling U.S., and Sterling U.S. shall purchase and acquire, all of Seller's right, title and interest in, to and under the Contract referred to on Schedule 5.4(b) to the Asset Purchase Agreement as the "MDP Contract," and Sterling U.S. shall assume and thereafter pay, perform or otherwise discharge, as and when the same shall become due and payable, all liabilities and obligations of Seller under the MDP Contract, other than payment and performance of obligations payable or dischargeable prior to the Closing; (d) Seller shall sell, transfer and assign to Sterling Southern, and Sterling Southern shall purchase and acquire, all of Seller's right, title and interest in, to and under all of the Purchased Assets, save and except for the Patents, the Copyrights and Marks, the International Distribution Rights and the MDP Contract, and Sterling Southern shall assume and thereafter pay, perform or otherwise discharge, as and when the same shall become due and payable, all liabilities and obligations of Seller that constitute Assumed Liabilities, save and except for the liabilities and obligations of Seller under the MDP Contract; and (e) Seller shall cause each Assigning Subsidiary to sell, transfer and assign to the subsidiary of Sterling Southern designated opposite the name of such Assigning Subsidiary on Sche...

Sale and Purchase of Assets Assumption of Liabilities. MISCELLANEOUS -------------

Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 7 2.02 Excluded Assets 8 2.03 Assumption of Liabilities 8 2.04 Deemed Assignment of Contracts 9 2.05 Purchase Price and Related Matters 10 2.06 Adjustment of Stock Payment 10 2.07 Escrowed Shares 11 2.08 Allocation 11 2.09 The Closing 12 2.10 Further Assurances 13

Sale and Purchase of Assets Assumption of Liabilities. 1.1. Pursuant to the terms and conditions of this Agreement, Seller hereby agrees to sell, and Buyer hereby agrees to purchase, the Assets listed on Exhibit A hereto. 1.2. Pursuant to the terms and conditions of this Agreement, Buyer hereby agrees to assume the Liabilities of Seller listed on Exhibit B hereto. Buyer and Seller understand, acknowledge, and agree that the Liabilities listed on Exhibit B are all of the currently existing liabilities of the Seller, and that it is the intention of the Parties that the Buyer assumes all of the current and known liabilities of the Seller, which are those listed on Exhibit B. By signing below, Buyer understands, acknowledges, and agrees to be fully responsible for all Liabilities that are listed, and Seller understands, acknowledges, and agrees that Buyer shall not be responsible for any liabilities not listed on Exhibit B (“Unlisted Liabilities”), whether known or unknown, and irrespective of whether such Unlisted Liabilities currently exist or arise at any time in the future.

Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 2.02 Excluded Assets 2.03 Assumption of Liabilities

Sale and Purchase of Assets Assumption of Liabilities. Subject to the terms and conditions set forth herein: