Sale and purchase agreement business

Buy and sale business - No party may assign either this agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party, except that the buyer may assign any or all of its rights under this agreement, in whole or in part, without obtaining the consent or approval of any other party, (1) to any current or future affiliate of the buyer, (2) to any entity into which the buyer may be merged or consolidated, (3) in connection with any acquisition, restructuring, merger, conversion, or consolidation to which the buyer may be a party, or (4) to a lender to the buyer or its affiliates as collateral security for current or future obligations owed by the buyer or its affiliates to the lender. At any time and from time to time after the date of this agreement: (1) the seller shall execute and deliver or cause to be executed and delivered to the buyer such other instruments and take such other action, all as the buyer may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the buyer shall execute and deliver or cause to be executed and delivered to the seller such other instruments and take such other action, all as the seller may reasonably request, in order to carry out the intent and purpose of this agreement. Subject to the provisions set forth in this agreement, as of midnight at the beginning of the date of this agreement (the “effective time”), the seller hereby sells, conveys, assigns, and transfers to the buyer the assets set forth on schedule 1 (the “purchased assets”) free and clear of any and all liens and encumbrances, and the buyer hereby accepts the sale, conveyance, assignment, and transfer of the purchased assets and assumes the buyer's obligations under the contracts listed on schedule 1 (the “assumed contracts”). Any provision in this agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof; provided, however, that the parties will attempt in good faith to reform this agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.