Agreement to Purchase and Sell Purchased Assets Sample Clauses

Agreement to Purchase and Sell Purchased Assets. Subject to the terms and conditions contained herein, at the Closing Seller shall sell, transfer, assign and deliver and cause to be sold, transferred, assigned and delivered to Buyer, and Buyer shall purchase and accept from Seller, all right, title, and interest of the Seller Entities in the following assets, properties and rights (collectively, the "Purchased Assets"):
Sample 1
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Agreement to Purchase and Sell Purchased Assets. On the Closing Date and subject to the terms and conditions of this Agreement (which conditions, for greater certainty, include the Court Approval), the Debtor, exercising the powers of sale granted pursuant to the Sale Approval and Vesting Order, hereby agrees to sell, assign, transfer, convey and set over to the Purchaser, and the Purchaser hereby agrees to purchase from the Debtor, all of the right, title, estate and interest of the Debtor (whether absolute or contingent, legal or beneficial), if any, in and to the Purchased Assets, as vested in the Debtor and as they may exist, on an “as is, where is” basis, and such foregoing purchase shall be free and clear of all Encumbrances other than the Permitted Encumbrances.
Sample 1
Agreement to Purchase and Sell Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date the Vendor shall sell and S&N Canada shall purchase, as of and with effect from the opening of business on the Closing Date, the Vendor’s entire right, title and interest in and to its property and assets related to the business of manufacturing medical products for sale to S&N other than Excluded Assets (the “Contract Manufacturing Business”). In addition, on the Closing Date, the Vendor and the Subsidiary shall sell to S&N Overseas all of their right, title and interest in and to the Owned IP and the Licensed IP, other than Excluded Assets (the “Transferred IP”). The Contract Manufacturing Business and the Transferred IP (collectively the “Purchased Assets”), without limiting the generality of the foregoing shall include:
Sample 1
Agreement to Purchase and Sell Purchased Assets. Subject to the terms of this Agreement, the Vendor will sell, and the Purchaser will purchase, the Purchased Assets.
Sample 1
Agreement to Purchase and Sell Purchased Assets. (a) On the terms and subject to the conditions of this Agreement, on the Closing Date (i) Seller agrees to sell, assign, transfer and deliver to Purchaser, and the BNC Parties agree to purchase and acquire from Seller, on the Closing Date, the Purchased Assets and (ii) the BNC Parties agree to pay, assume, discharge and be liable for, the Assumed Obligations.
Sample 1
Agreement to Purchase and Sell Purchased Assets. Upon and subject to the terms and conditions of this Agreement (including the provisions of Section 2.6) and at the times specified in Section 2.7 and 2.8, the Seller shall sell and the Buyer shall purchase, free and clear of: (i) all Encumbrances other than Permitted Encumbrances; and (ii) Claims (other than the Assumed Liabilities), all of the Seller’s right, title and interest in, to and under, or relating to, the assets, property, interests, undertaking and other rights of the Seller, relating to or owned or used in connection with the Business other than the Excluded Assets (collectively the “Purchased Assets”), including, but not limited to, the following:
Sample 1
Agreement to Purchase and Sell Purchased Assets. On the Closing Date (as defined in Section 1.2) and upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, for the purchase price set forth in Section 1.3, all of Seller's right, title and interest in and to SamSyn, the SamSyn Intellectual Property and any Related Documentation and Seller shall assign to Purchaser and Purchaser shall assume any and all rights to license, sell, market, distribute or otherwise exploit SamSyn and the SamSyn Intellectual Property, to the extent that Seller has such rights.
Sample 1
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Related to Agreement to Purchase and Sell Purchased Assets

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

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