Common use of The Sale Clause in Contracts

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, and deliver to Buyer, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):

Appears in 2 contracts

Samples: Asset Sale Agreement (Interstate Power & Light Co), Asset Sale Agreement (ITC Holdings Corp.)

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The Sale. Upon the terms and subject to the satisfaction or waiver of the -------- conditions contained in this Agreement, at the Closing, the Seller will shall sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted EncumbrancesEncumbrances and the Operating Easement(s) granted in accordance with the Operating Easement Agreements and the Interconnection Agreement), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 2 contracts

Samples: Asset Sale Agreement (Sierra Pacific Power Co), Asset Sale Agreement (Sierra Pacific Power Co)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Closing the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under ) the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 2 contracts

Samples: Asset Sales Agreement (NRG Energy Inc), Asset Sales Agreement (Orion Power Holdings Inc)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller Closing the Sellers will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of Seller’s the Sellers' right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to owned by the extent that such assets are Excluded Assets (collectively, Sellers and constituting the Purchased Assets”):.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pg&e Corp), Asset Purchase Agreement (New England Electric System)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 2 contracts

Samples: Asset Sale Agreement (Canal Electric Co), Asset Sale Agreement (Cambridge Electric Light Co)

The Sale. Upon the terms and subject to the satisfaction or waiver conditions of the conditions contained in -------- this Agreement, at the Closing, Seller will sellSellers shall convey, assign, convey, transfer, transfer and deliver the Shares to Buyer, and Buyer shall acquire and accept from Sellers, all of Sellers' right, title and interest in and to the Shares free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pierce Leahy Corp)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to owned by the extent that such assets are Excluded Assets (collectively, Seller and constituting the Purchased Assets”):Asset.

Appears in 1 contract

Samples: Orange & Rockland Utilities Inc

The Sale. Upon the terms and subject to the satisfaction or waiver of the -------- conditions contained in this Agreement (or waiver of such conditions as permitted by this Agreement), at the Closing, Seller Closing the Sellers will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Sellers, free and clear of all Encumbrances (except for those Permitted EncumbrancesEncumbrances which are permitted by definition to survive after the Closing Date), and Buyer will purchase and acquire from Seller, all of Seller’s the Sellers' right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pp&l Inc)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orion Power Holdings Inc)

The Sale. Upon Subject to the terms and subject to the satisfaction or waiver conditions of the conditions contained in this Agreement, at the Closing, the Seller will agrees to sell, convey, assign, convey, transfer, transfer and deliver to the Buyer, free and clear of all Encumbrances (except for Permitted Encumbrances), and the Buyer will agrees to purchase and acquire accept from the Seller, all of the Seller’s rightrights, title, title and interest in, to, in and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

The Sale. Upon the terms and subject to the satisfaction or waiver of -------- the conditions contained in this Agreement, at the Closing, the Seller will shall sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted EncumbrancesEncumbrances and the Operating Easement(s) granted in accordance with the Operating Easement Agreements and the Interconnection Agreement), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Sale Agreement (Sierra Pacific Power Co)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement (or waiver of such conditions as permitted by this Agreement), at the Closing, Seller Closing the Sellers will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Sellers, free and clear of all Encumbrances (except for those Permitted EncumbrancesEncumbrances which are permitted by definition to survive after the Closing Date), and Buyer will purchase and acquire from Seller, all of Seller’s the Sellers' right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):. 2.2

Appears in 1 contract

Samples: Asset Purchase Agreement (Bangor Hydro Electric Co)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to owned by the extent that such assets are Excluded Assets (collectively, Seller and constituting the Purchased Assets”):.

Appears in 1 contract

Samples: Generating Station Sales Agreement (Orange & Rockland Utilities Inc)

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The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Sale Agreement (Commonwealth Energy System)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller the Sellers will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Sellers, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s the Sellers' right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to assets used primarily in connection with the extent that such assets are Business (other than the Excluded Assets Assets) (collectively, the “Purchased Assets”):"PURCHASED ASSETS") including, without limitation, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameriserve Food Distribution Inc /De/)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller on a going concern basis, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, intangible described below, except to other than the extent that such assets are Excluded Assets (collectively, the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Indiana Energy Inc)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller the Sellers will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Sellers, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of Seller’s the Sellers' right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to owned by the extent that such assets are Excluded Assets (collectively, Sellers and constituting the Purchased Assets”):.

Appears in 1 contract

Samples: Orange & Rockland Utilities Inc

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Closing the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of the Seller’s 's right, title, and title -and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Somerset Power LLC)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Closing Seller will sell, assign, convey, transfer, transfer and deliver to Buyer, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, the Purchased Shares, free and clear of all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eagle Bulk Shipping Inc.)

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, ) all of Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to owned by Seller and constituting the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Orange & Rockland Utilities Inc

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Closing the Seller will sell, assign, convey, transfer, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of the Seller’s 's right, title, title and interest in, to, to and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Baycorp Holdings LTD)

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