If the last day on which any action required or permitted to be taken hereunder by any of the Parties hereto is not a Business Day, such action may be taken on the next succeeding day which is a Business Day.
|2. || |
ASSET SALE AND PAYMENT
|2.1 || |
PURCHASE AND SALE OF ASSETS
On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to Purchaser, all of the Sellers rights, title and interests in and to the Acquired Assets at the Closing for the consideration specified below in this Article 2, in each case, other than the Excluded Assets and free and clear of all Liens. Title to the Acquired Assets shall pass to Purchaser at the Closing Time. Notwithstanding anything to the contrary contained in this Section 2.1 or elsewhere in this Agreement, the Excluded Assets of Seller are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing Time.
|2.2 || |
ACQUIRED LIABILITIES; EXCLUDED LIABILITIES
Seller shall assign, and Purchaser shall assume, effective as of the Closing Time, only the Acquired Liabilities. To further evidence the purchase and sale of the Acquired Assets and the assumption of the Acquired Liabilities as set forth in this Section 2.2, the Parties will execute and deliver at the Closing Time a Bill of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit C (the Bill of Sale, Assignment and Assumption Agreement). Notwithstanding anything to the contrary contained herein, except for the Acquired Liabilities, it is expressly understood and agreed that Purchaser shall not assume, be obligated to pay, perform or discharge, and Seller shall retain, pay, perform and discharge in due course, any claim or proceeding against, or Liabilities, contracts or any other obligations whatsoever of the Seller. In no event shall Purchaser assume, be obligated to pay, perform or discharge any Excluded Liabilities.
Purchase Price. Subject to the terms and conditions of this Agreement, and as full consideration for the sale and transfer of the Acquired Assets to Purchaser by Seller, the assignment and assumption of the Acquired Liabilities by Purchaser from Seller, the representations, warranties, covenants and agreements contemplated herein, Purchaser agrees to pay or cause to be paid to Seller an aggregate amount equal to (i) FIVE HUNDRED THOUSAND US DOLLARS ($500,000), minus (ii) ZERO US DOLLARS ($0.00), which the Parties acknowledge and agree represents the amount of any licensing fees with respect to the licensing of the Data granted by Seller after October 17, 2019 (the resulting difference, the Purchase Price), which Purchaser shall pay to Seller by wire transfer of immediately available funds to the account(s) designated in writing by Seller, in accordance with that certain Funds Flow Memorandum, dated as of the Closing Date, by and among the Parties and ALASKAN Seismic Ventures, LLC (the Funds Flow Memorandum).