Common use of Acquired Assets Clause in Contracts

Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, convey, transfer, assign and put Buyer into possession of, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), all of Seller's right, title and interest in and to all of the assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2, and including, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc), Asset Purchase Agreement (Headway Corporate Resources Inc)

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Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, convey, transfer, assign and put Buyer into possession ofdeliver to Buyer, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), all of Seller's right, title and interest in and to all of the assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2, and including, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Headway Corporate Resources Inc), Asset Purchase Agreement (Headway Corporate Resources Inc)

Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at on the Closing Date (as defined in Section 23), Seller shall sell, convey, transfer, assign and put Buyer into possession ofdeliver to Purchaser, and Buyer Purchaser shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), all of Seller's ’s right, title and interest in and to all of the following assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2(the “Acquired Assets”), and including, without limitationno others:

Appears in 1 contract

Samples: Asset Purchase Agreement (Unilens Vision Inc)

Acquired Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, convey, transfer, assign and put Buyer into possession of, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined date set forth in the applicable bxxx of sale, Seller shall, except to the extent excluded by Section 2)2.2, sell, transfer, assign, and deliver to Buyer, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title title, and interest in and to all the following assets and property of the Business (all such assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2, and including, without limitation:property shall herein be referred to collectively as the “Acquired Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ddi Corp)

Acquired Assets. Subject to the terms and conditions of this Agreement, Agreement --------------- and in reliance on the representationsrepresentation, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, convey, transfer, assign and put Buyer into possession ofdeliver to Buyer, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), Seller all of SellerSellers's right, title and interest in and to all of the assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.21.2 hereof, and including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Butler International Inc /Md/)

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Acquired Assets. Subject to the exclusions contained in Section 2.2 and subject to and upon terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth contained herein, at the Closing (as defined in Section 2), Seller shall sell, transfer, convey, transfer, assign and put Buyer into possession ofdeliver to Buyer, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2)free and clear from any Lien, all of the assets, properties, rights and goodwill of Seller's right, title and interest in and to all of the assets of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2used in, and or associated with the Business (hereinafter sometimes collectively referred to as the “Acquired Assets”), including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Yp Corp)

Acquired Assets. Subject (a) On the terms, and subject to the terms and conditions of this AgreementAgreement (including Sections 2.1(b), 2.2 and in reliance 2.3), on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2)Date, Seller shall sell, conveyassign, transfer, assign convey and put Buyer into possession ofdeliver to Buyer, free and clear of all Liens other than Permitted Liens, and Buyer shall purchase from Seller, effective as of the Closing Date (as defined in Section 2), all of Seller's ’s right, title and interest in and to all tangible and intangible assets, properties and rights primarily used in the operation of the assets of Seller of every kindBusiness (such assets, tangible properties and intangiblerights being referred to herein as the “Acquired Assets”), wherever locatedincluding the following assets, excepting only those assets specifically excluded in Section 1.2, properties and including, without limitationrights:

Appears in 1 contract

Samples: Asset Purchase Agreement (Abovenet Inc)

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