Common use of Acquired Assets Clause in Contracts

Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

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Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Drinks Americas Holdings, LTD), Asset Purchase Agreement (Drinks Americas Holdings, LTD)

Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, acquire and take assignment and delivery ofassume from Seller, all right, title and interest of Seller Seller’s Interest in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets, including the following:”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dynegy Inc.), Asset Purchase Agreement (Dynegy Inc.)

Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire all properties, assets, rights and take assignment interests of every kind and delivery ofnature, all rightwhether tangible or intangible, title and interest wherever located and by whomever possessed, owned by Seller as of Seller the Closing Date, except as set forth in and to Section 2.1(b) below (collectively, the "Acquired Assets"), including the followingincluding, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)

Acquired Assets. 11 Upon Subject to the terms and subject to the conditions set forth in of this Agree- mentAgreement, at and as of the Closing Closing, Seller shall sell, assign, transferconvey, convey transfer and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest of Seller in and to the Acquired Assets, including the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)

Acquired Assets. 11 Upon On the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer Purchaser, and Purchaser shall purchase and accept from Seller, free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all of Seller’s right, title and interest of Seller in and to all of the assets of Seller (other than the Excluded Assets), including without limitation the following (the “Acquired Assets, including the following:”):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rohn Industries Inc), Asset Purchase Agreement (Rohn Industries Inc)

Acquired Assets. 11 Upon At the Closing, and upon the terms and subject to the conditions set forth in this Agree- mentherein, at the Closing each Seller shall sell, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase from each Seller, all of such Seller's right, title and interest in, to and under the following properties, assets and rights owned by such Seller, in each case, free and clear of all Liens, liabilities, claims, interests and Buyer shall purchaseencumbrances, acquire and take assignment and delivery of, all right, title and interest of Seller in and to other than Permitted Encumbrances (collectively the "Acquired Assets, including the following:"):

Appears in 1 contract

Samples: Asset Purchase Agreement

Acquired Assets. 11 Upon Subject to the terms and subject to conditions of this Agreement, the conditions set forth in this Agree- mentPurchaser shall purchase from the Seller, at and the Closing Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer free and clear of all Liensthe Purchaser, and Buyer shall purchaseat the Closing, acquire and take assignment and delivery offor the consideration set forth herein, all right, title and interest of Seller in and to all of the following assets, properties and rights which are exclusively used in the conduct of the Business (collectively, the “Acquired Assets, including the following:”):

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Diedrich Coffee Inc)

Acquired Assets. 11 Upon the terms and subject to the terms and conditions set forth in of this Agree- mentAgreement, at the Closing Closing, Seller shall convey, sell, assign, transfer, convey transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from Seller, all of the assets used in the Business, excluding the assets set forth on Schedule 1.3 (the "Acquired Assets") free and clear of all Liens, and Buyer shall purchaseexcept as set forth on Schedule 1.4 (collectively, acquire and take assignment and delivery ofthe "Permitted Liens"). Without limiting the generality of the foregoing, all right, title and interest of Seller in and to the Acquired Assets, including Assets shall include all of the followingSeller's:

Appears in 1 contract

Samples: Asset Purchase Agreement (At Track Communications Inc)

Acquired Assets. 11 Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agree- mentAgreement, at the Closing and effective as of the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all right, title and interest of the following assets of Seller in and to (collectively, the Acquired Assets, including the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Lapolla Industries Inc)

Acquired Assets. 11 Upon the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, acquire and take assignment and delivery ofassume from Seller, all of Seller’s right, title and interest of Seller in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances) (the “Acquired Assets, including the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Paperweight Development Corp)

Acquired Assets. 11 Upon Subject to the terms and subject to the conditions set forth in of this Agree- mentAgreement, at the Closing Seller Closing, Sellers shall sell, assignconvey, transfer, convey assign and deliver to Buyer Purchaser, and Purchaser shall purchase and acquire from Sellers, free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofEncumbrances other than the Assumed Liabilities, all of each Seller’s and its Affiliates’ right, title and interest of Seller in and to all of the following (collectively, the “Acquired Assets, including the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (PhaseBio Pharmaceuticals Inc)

Acquired Assets. 11 Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agree- mentAgreement, at the Closing and effective as of the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all of Seller’s right, title and interest of Seller in and to all of the Acquired following assets of Seller (collectively, the “Assets, including the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hampshire Group LTD)

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Acquired Assets. 11 Upon Subject to the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Closing, each Seller and Seller Owner shall sell, convey, assign, transfer, convey transfer and deliver to Buyer free Purchaser and clear of all Liens, and Buyer Purchaser shall purchase, accept, acquire and take assignment and delivery of, all right, title and interest in, to and under the assets of such Seller used or held for use in the Business (wherever located and to whether tangible or intangible), except for the Excluded Assets (collectively, the “Acquired Assets”) free and clear of all Liens, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Aditxt, Inc.)

Acquired Assets. 11 Upon the terms and subject to the satisfaction of the conditions set forth contained in this Agree- mentAgreement, at the Closing Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofEncumbrances (other than Permitted Encumbrances), all of Seller's right, title and interest of Seller in in, to and to under the following assets and rights other than the Excluded Assets (collectively, the "Acquired Assets, including the following:"):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

Acquired Assets. 11 Upon Subject to the terms and subject to the conditions set forth in of this Agree- mentAgreement, at the Closing Seller shall sellClosing, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire assume and take assignment accept from Seller and delivery ofSeller shall convey, sell, transfer, assign and deliver to Buyer, all right, of its right title and interest of Seller in and to the Acquired Assets, including the following:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Accelerize New Media Inc)

Acquired Assets. 11 Upon the terms and subject to the conditions set forth in of this Agree- mentAgreement, at the Closing Buyer shall purchase from Seller, and Seller shall sell, assign, transfertransfer and convey to Buyer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofwithout recourse, all right, title and interest of Seller in and to all of the following assets, properties, rights, contracts and claims as the same shall exist on the Closing Date (collectively, the "Acquired Assets, including the following:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cavco Industries Inc)

Acquired Assets. 11 Upon the terms On and subject to the terms and conditions set forth in of this Agree- mentAgreement, at the Closing Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofBuyer, all right, title and interest of Seller Seller, individually and collectively, in and to each of the following assets (collectively, the "Acquired Assets, including the following:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Nexthealth Inc)

Acquired Assets. 11 Upon On the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing Buyer shall purchase from Seller, and Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer free and clear Buyer, as of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofthe Closing Date, all right, title and interest interest, free and clear of Seller any and all Liens, in and to the Acquired Assets, including each of the following:

Appears in 1 contract

Samples: Purchase and Settlement Agreement (Elixir Gaming Technologies, Inc.)

Acquired Assets. 11 Upon At the Closing, and upon the terms and subject to fulfillment of the conditions herein set forth in this Agree- mentforth, at the Closing Seller Sellers shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase and acquire from Sellers, with full title and guarantee and free and clear of all LiensEncumbrances, and Buyer shall purchase, acquire and take assignment and delivery ofexcept the Assumed Liabilities, all of Sellers’ right, title and interest of Seller in and to the following (the “Acquired Assets”); provided, including however, that the followingAcquired Assets do not include the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ediets Com Inc)

Acquired Assets. 11 Upon On the terms and subject to the conditions set forth in this Agree- mentAgreement, at the Closing (except as otherwise provided below), the Seller Companies shall sell, convey, assign, transfer, convey transfer and deliver to Buyer free Purchaser and clear of all Liens, and Buyer Purchaser shall purchase, acquire and take assignment accept from the Seller Companies, free and delivery ofclear of any and all Liens, other than Permitted Liens, all of the Seller Companies’ right, title and interest of Seller in and to the following assets (collectively, the “Acquired Assets, including the following:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn Traffic Co)

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