Sale of Assets and Assumption of Liabilities Sample Clauses

Sale of Assets and Assumption of Liabilities. 1 2.1. Asset Purchase.......................................... 1 2.2. Assumption by Purchaser of Certain Liabilities; Retention by Seller of Remaining Liabilities.......... 2 2.3.

Sale of Assets and Assumption of Liabilities. Buyer and Carey Agri agrees to cause Newco to buy those certain assets of the C▇▇▇▇▇y and assume those certain liabilities of the Company as set for on the schedules to that certain Asset Purchase Agreement, attached thereto as EXHIBIT E ("ASSET PURCHASE AGREEMENT") and on the terms and conditions set forth herein and herein.

Sale of Assets and Assumption of Liabilities. 2.1 Asset Purchase ----------------------- Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing (subject to Sections 2.4(e) and 2.5), Seller shall sell, assign, transfer, convey and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Seller all of Seller's right, title and interest in and to the Purchased Assets. Purchaser and Seller acknowledge and agree that Seller is not transferring to Purchaser, and Purchaser is not acquiring, any of the Excluded Assets.

Sale of Assets and Assumption of Liabilities. 1.1 Effective Date and Closing 1 1.2 Sale of Assets and Assumption of Liabilities 1 1.3 Closing Payment; Adjustment of Income and Expenses; Settlement Procedure 4 1.4 Obligations of Seller on the Effective Date 5 1.5 Obligations of Purchaser on the Effective Date 6 1.6 Indemnification 6

Sale of Assets and Assumption of Liabilities. (a) At the Closing, and on the terms and subject to the conditions in this Agreement, the Seller shall sell, assign, transfer, deliver, and convey to the Buyer and/or its nominees, and the Buyer and/or its nominees subject to shareholder approval shall purchase and accept from the Seller, all of the Seller’s right, title and interest in and to the Purchased Assets, as they exist on the Closing Date, in each case free and clear of any Lien (other than Permitted Liens) and restrictions on transfer. (b) At the Closing, and on the terms and subject to the conditions in this Agreement, the Seller shall assign to the Buyer and the Buyer and/or its nominees shall assume and agree to pay, perform, fulfill, and discharge, as or when due from and after the Closing, the Assumed Liabilities, as they exist on the Closing Date. The Buyer will not assume or have any responsibility with respect to any Liability not expressly included in the definition of Assumed Liabilities.

Sale of Assets and Assumption of Liabilities. 1.1. Sale of Assets 1.2. Assets 1.3. Allocation of the Assets 1.4. Excluded Assets 1.5. Assumed Liabilities 1.6. Excluded Liabilities

Sale of Assets and Assumption of Liabilities. 1 Section 1.1 Sale of Assets......................................... 1 Section 1.2 Excluded Assets........................................ 2

Sale of Assets and Assumption of Liabilities. (a) Subject to all of the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Seller, the following assets (the “Transferred Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances: (i) all of Seller’s right, title, and interest in real property, rights-of-way, easements, and pipelines related to the Pipeline (the “Real Property”), as more particularly described in Schedule 2.1(a)(i); provided, however, that the Parties acknowledge that some of the easements constituting the Real Property were issued to and are in the name of the Buyer or an affiliate of Buyer as grantee, and, notwithstanding anything to the contrary herein, Seller has no right, title and interests in such easements to convey; (ii) all of Seller’s equipment, machinery, fixtures and other tangible personal property and improvements located on the Real Property or used or held for use primarily in connection with the operation of the Pipeline; (iii) the Permits, including, but not limited to, those set forth on Schedule 4.8; (iv) the Construction Contracts, including, but not limited to, those set forth on Schedule 2.1(a)(iv); and (v) all other assets used or held for use primarily in connection with or constituting the Pipeline. (b) Buyer hereby assumes all of the Assumed Liabilities.

Sale of Assets and Assumption of Liabilities. This Agreement constitutes a sale of the Assets only and is not a sale of any interest in Seller. Buyer is not assuming and shall not be responsible for the payment of any liabilities or obligations of Seller whatsoever, except as expressly set forth herein.