Sale of Transferred Assets. (a) Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.
Sale of Transferred Assets. The Seller shall sell and transfer and Seller shall cause its Affiliates to sell to the Purchaser or an Affiliate of Purchaser, at the Closing (other than as provided in Section 1.11), all of the right, title and interest of Seller or any Affiliate of Seller in the following tangible and intangible assets to the extent located in the United Kingdom or otherwise owned by Seller (the “UK Transferred Assets”), on the terms and subject to the conditions set forth in this Agreement, in consideration for payment of the Purchase Price:
Sale of Transferred Assets. Seller shall sell, assign, transfer, convey and deliver to Purchaser, at the Closing (as defined in Section 1.7), all of Seller’s ownership, rights and interest in and to the following properties, rights, interests and tangible and intangible assets (the “Transferred Assets”), free of any Encumbrances (other than Permitted Encumbrances), on the terms and subject to the conditions set forth in this Agreement:
Sale of Transferred Assets. Subject to the terms and conditions set forth herein, at the Closing and as of the Closing Date:
Sale of Transferred Assets. At the Closing (as defined in Section 2.1), Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser all of the Transferred Assets (as defined below), free of any Encumbrances other than Continuing Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, “Transferred Assets” shall mean and include all of the properties, rights, interests and other tangible and intangible assets of Seller (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles) that are used in, held for use or necessary for the conduct of, or related to, the Business, other than the Excluded Assets. Without limiting the generality of the foregoing, the Transferred Assets shall include: (a) all of the Intellectual Property and Intellectual Property Rights that are owned or controlled by Seller and that are used in, or held for use for, the conduct of the Business (collectively, the “Transferred IP”) and including right to register, prosecute, maintain or record any such Transferred IP, the right to all past and future income, royalties, damages and payments due with respect to such Transferred IP and all goodwill associated with such Transferred IP; (b) all rights with respect to any obligation of any current or former employees, consultants or independent contractors of Seller to refrain from using or disclosing any non-public or confidential information relating to any of the Transferred IP; (c) all rights of recovery, rights to xxx for or assert claims against and remedies against past, present or future infringements or misappropriation of any or all Transferred IP and rights of priority derived therefrom under any international conventions, treaties or agreements and protection of interests in them and to retain any and all amounts therefrom; (d) all rights of Seller under the Seller Contracts relating to the Business, including the Seller Contracts identified on Schedule 1.1(d) (collectively, the “Transferred Contracts”); (e) all machinery, installations, computer hardware, equipment, vehicles, fixtures, laptops, mobile phones, office supplies, furniture, tools, spare parts, supplies, materials and other tangible personal property and physical assets of Seller used in, held for use or necessary for the conduct of, or related to, the Business, together with all additions and alterations thereto, and a...
Sale of Transferred Assets. At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser all of the Transferred Assets, with full title guarantee, free of any Encumbrances (except for the Permitted Encumbrance), on the terms and subject to the conditions set forth in this Agreement.
Sale of Transferred Assets. Upon the terms and subject to the conditions of this Agreement, in consideration of and in exchange for Sellers’ receipt of the consideration described in Section 2 hereof, Sellers agree, on the Closing Date (as defined herein), to irrevocably sell, transfer, assign, convey, and set over to Purchaser, and Purchaser agrees to purchase from Sellers, all of Debtor’s right, title and interest in the Transferred Assets, “as is”, “where is”, and without recourse, and (except as set forth in Section 7 below) without representations or warranties of any kind, express or implied, including, without limitation, any warranties as to title, possession, quiet enjoyment, merchantability, value, useful life, fitness for intended use, physical condition, non-infringement, or similar representations and warranties. Moreover, Sellers make no representation or warranty and have no liability whatsoever on behalf of Debtor or any third parties with regard to the operation, performance, nonperformance, quality, availability, completeness, validity, or accuracy of any of the Transferred Assets or the delay, error, or interruption of the flow of information in connection with use of any of the foregoing. In addition, notwithstanding anything to the contrary contained herein or in the Bxxx of Sale, the Transferred Assets shall not, except to the extent permitted by applicable law, include, to the extent prohibited by any license or other agreement, any software or other licensed products that may be installed on or attached to the Transferred Assets. On the Closing Date, Sellers and Purchaser shall execute and deliver to each other a Bxxx of Sale, substantially in the form attached hereto as Exhibit “C” (the “Bxxx of Sale”), a Patent Transfer Statement (as contemplated by 9619 of the CUCC), substantially in the form attached hereto as Exhibit “D” (the “Patent Transfer Statement”), and a Trademark Transfer Statement (as contemplated by 9619 of the CUCC), substantially in the form attached hereto as Exhibit “E” (the “Trademark Transfer Statement”), each executed by Sellers and Purchaser. The sale and transfer of the Transferred Assets to Purchaser hereunder shall be made pursuant to Section 9610 of the CUCC and shall constitute a “disposition” under the CUCC. Purchaser shall constitute and have the rights of a “transferee” under the provisions of the CUCC, including without limitation, the provisions of Section 9617 of the CUCC.
Sale of Transferred Assets. Upon the terms and subject to -------------------------- the conditions set forth in this Agreement, at the Closing (as defined below) the Sellers shall transfer to the Buyer free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims") except for the Assumed Liabilities (as defined below) all of the assets, properties and rights owned by the Sellers or in which the Sellers have any right or interest of every type and description, real, personal and mixed, tangible and intangible, including, without limitation, software (including, without limitation, source codes, object codes and documentation), licenses thereto, business agreements, property, equipment, tooling, molds, fixtures, inventory, all cash on hand and in banks (including all uncollected items) prepaid expenses and advance payments, tax refunds and tax credits, notes and accounts receivable and all other sums due the Sellers, good will, supplier and customer lists, patents, trademarks, trade names, licenses and permits, pending applications for patents, trademarks, trade names and licenses, processes, know-how, show-how, trade secrets, computers and computer equipment, computer programs, all books of account, files and other records, systems and processes, contracts, arrangements and understandings, oral and written, formal and informal, for work to be performed and/or services to be provided, interests in real estate, leasehold and other improvements, machines, machinery, warehouse equipment, furniture, fixtures, vehicles, supplies, all rights and claims under insurance policies and other contracts of whatever nature, all causes of action, judgments, claims and demands of every nature and all other rights in funds of whatever nature, and all other assets, properties and rights of every kind and nature owned by the Sellers, whether or not specifically referred to in this Agreement (collectively, the "Transferred Assets"), with the intention that the Business shall be transferred to the Buyer as a going concern. The Sellers shall transfer the Transferred Assets to the Buyer pursuant to a Bill of Sale in substantially the form of Exhibit 1.01 and such other ------------ documents and instruments as the Buyer or its counsel may reasonably request.
Sale of Transferred Assets. Upon the terms and subject to the conditions set forth in this Agreement, upon the Closing (as defined in Section 1.6), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, good and valid title to the Transferred Assets. For purposes of this Agreement, the term “Transferred Assets” shall mean the properties, rights, interests and tangible and intangible assets of the Seller relating to the PPSA Business (as defined herein) described below in Sections 1.1(a) – 1.1(j) (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), whether existing as of the date of this Agreement or acquired during the Pre-Closing Period and whether owned by the Seller, which shall not include any Excluded Assets (as defined in Section 1.1(j)):
Sale of Transferred Assets. At the Effective Date, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser all of the Transferred Assets (as defined below), free of any encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, "Transferred Assets" shall mean and include all of the properties, rights, interests and other tangible and intangible assets of Seller relating to Actinomycin D. Without limiting the generality of the foregoing, the Transferred Assets shall include:
