Agreement to Purchase and Sell Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase or acquire from the Seller, all right, title and interest of the Seller in and to all of the assets of the Business owned by Seller (other than the Excluded Assets) used in or in connection with, or arising out of, the Business (the "Assets"), including, but not limited to:
Agreement to Purchase and Sell Assets. Subject to the conditions express herein, Pixorial hereby agrees to sell, assign and deliver to the Company as of the Closing (as defined below), free and clear of all liens, pledges, options, claims, title defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”), and the Company hereby agrees to acquire and accept assignment and delivery of from Pixorial, all right, title and interest of Pixorial in and to the Assets, together with any replacements thereof and additions thereto made between the date hereof and the Closing including the following (collectively, the “Assets”):
Agreement to Purchase and Sell Assets. On the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements set forth in this Agreement, the Buyer shall purchase and acquire from the Seller, and the Seller shall sell, convey, assign, transfer, grant and deliver to the Buyer, or to any Affiliate of the Buyer that the Buyer shall designate, all of the Seller's right, title and interest in and to the assets used or useful in connection with the conduct or operation of the Business as a going concern at the time of Closing, except for the assets, if any, described on attached SCHEDULE 2.1 (the "EXCLUDED ASSETS"), including without limitation the following (collectively, the "ACQUIRED ASSETS"):
Agreement to Purchase and Sell Assets. On the Closing Date (as ------------------------------------- hereinafter defined), Buyer agrees to purchase from Seller and Seller agrees to sell, assign, transfer, convey and deliver, on the terms and subject to the conditions set forth in this Agreement, all of the tangible assets specifically identified on Schedule 1 (collectively, the "Assets"). ----------
Agreement to Purchase and Sell Assets. In accordance with the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Seller will sell, convey, transfer, assign and deliver to the Buyer the Purchased Assets.
Agreement to Purchase and Sell Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to the Buyer, and the Buyer agrees to purchase, acquire and take assignment and delivery from the Seller, at the Closing (as hereinafter defined in Section 3.1), all of the Seller’s rights, title and interest in and to all of the Seller’s Assets, wherever located, used or held for use in the Business as of the Effective Time, free and clear of all Encumbrances other than the Permitted Encumbrances, including without limitation the following (but excluding the Excluded Assets as hereinafter defined in Section 2.2) (the “Transferred Assets”):
Agreement to Purchase and Sell Assets. Subject to the terms and conditions set forth in this Agreement, the Sellers shall sell to the Buyer at the Closing and the Buyer shall purchase from the Sellers at the Closing all of the Assets for the aggregate amount of One Hundred Sixty Six Million Six Hundred Fifty Thousand dollars ($166,650,000) (the "Purchase Price"), subject to adjustment as set forth in Section 3.3 hereof and payable as provided in Article 3 hereof.
Agreement to Purchase and Sell Assets. On the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from Sellers, and Sellers shall sell, convey, assign, transfer, and deliver to Buyer, (i) all of the assets and property of EMS, including but not limited to all of Intellectual Property Rights held by EMS as of the Closing (as defined in Section 2.1 below), except for the assets, if any, specifically described on the attached Exhibit 1.1 (the “Excluded Assets”), and (ii) all of Xxxxxxxxx’x right, title and interest in all of any Intellectual Property Rights relating in any way whatsoever to the Business. As used herein, “Intellectual Property Rights” shall mean all (i) patents, patent applications, patent disclosures and inventions, (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights (registered and unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) software, data, data bases and documentation thereof, (v) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial and marketing plans, supplier lists and information [and customer lists and information], (vi) other intellectual property rights and (vii) copies and tangible embodiments thereof (in whatever form or medium). The assets and property to be purchased by Buyer (collectively, the “Purchased Assets”) shall include, without limitation, the following:
Agreement to Purchase and Sell Assets. On the Date of Closing (as hereinafter defined), Purchaser agrees to purchase, or cause one or more Affiliate(s) of Purchaser to which this Agreement has been assigned pursuant to Section 17.13 hereof to purchase, from Sellers and Sellers agree to sell, assign, transfer, convey and deliver to Purchaser or to such Affiliate(s) of Purchaser, on the terms and subject to the conditions set forth in this Agreement, all of the assets, properties, Contracts (as hereinafter defined), operations and business of Sellers of every kind, nature and description whatsoever which are related to arise from, are used or useful in connection with the operation of the Business or which are reflected to, arise from, are used or useful in connection with the operation of the Business or which are reflected on their respective financial statements, wherever the same may be located, excluding only the assets specifically identified as "Excluded Assets" in Section 1.2 hereof. The assets, properties, Contracts, operations and business to be purchased and sold pursuant to this Agreement (collectively the "Assets") include, without limitation: -
Agreement to Purchase and Sell Assets. (a) On the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all of the following assets and properties, to the extent they are owned by Seller and are used primarily in or relate exclusively to the Business (such listed assets and property, collectively, the "Purchased Assets"):
