Common use of Agreement to Purchase and Sell Clause in Contracts

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase, the assets of Seller used in the Business described below (the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (National Manufacturing Technologies), Asset Purchase Agreement (National Manufacturing Technologies)

AutoNDA by SimpleDocs

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall and its affiliates will grant, sell, transfer, assign, convey transfer and deliver to PurchaserBuyer, and Purchaser shall purchaseBuyer will purchase and acquire from Seller, all right, title and interest in and to the following assets of Seller used in the Business described below (the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets of that are owned by the Seller used in other than the Business described below Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Novo Networks Inc), Asset Purchase Agreement (Novo Networks Inc)

Agreement to Purchase and Sell. Subject Upon the terms and subject to the applicable terms conditions set forth in this Agreement and conditions upon the representations and warranties made herein by each of this Agreementthe parties to the others, at the Closing ( as such term is hereinafter defined) Seller shall sell, transfergrant, convey, assign, convey transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase and acquire from Seller, all of the assets shares of Seller used in stock of the Business described below (the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:Company.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SDC International Inc \De\)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall grant, sell, transferconvey, assign, convey transfer and deliver to PurchaserPurchaser all right, title and Purchaser shall purchase, interest of Seller in and to all of the assets of Seller used identified in the Business described below Section 1.2 (the "Acquired Assets"), free and clear of all Liens, other than the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wpi Group Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreementset forth herein, at the Closing, Seller shall sell, assign, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase from Seller, all of the assets of Seller used in the Business described below (the "Purchased Assets"), free and clear of all Liens, other than Encumbrances except the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Bowie Resource Partners LP)

Agreement to Purchase and Sell. Subject to all of the applicable terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), Seller shall sell, transfer, assign, convey transfer and deliver to Purchaser, and Purchaser shall purchase, the assets all right, title and interest of Seller used in and to all of the Business described below Assets (the "Assets"as defined in Section 1.2), free and clear of all Liensmortgages, other than the liens, security interests and encumbrances except Permitted Encumbrances:Liens (as defined in Section 3.4).

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the applicable terms terms, conditions and conditions other provisions of this Agreement, at the Closing, Seller shall will sell, transfer, assign, convey transfer and deliver to PurchaserBuyer, and Purchaser shall purchaseBuyer will purchase from Seller, all of the assets of Seller used Seller's right, title and interest in and to the Business described below (the "Assets")Interests, free and clear of all Liens, other than the Permitted Encumbrances:Liens except for those liens imposed by applicable securities Laws.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Intersections Inc)

Agreement to Purchase and Sell. Subject At the Closing, and upon the terms and subject to the applicable terms and conditions of set forth in this Agreement, Seller the Sellers shall sell, assign, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchaseaccept and purchase from the Sellers, the assets of Seller used in the Business described below (the "Assets")Securities, free and clear of all Liens, Liens other than the Permitted Encumbrances:Security Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (RCG Companies Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase from Seller, the following assets of Seller used in (such assets, specifically excluding the Business described below (Excluded Assets, being collectively referred to as the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allstar Systems Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchasepurchase from Seller, all of the assets of Seller used in other than the Business described below Excluded Assets (such assets being collectively referred to as the "Assets") used or useable in connection with the Business (including, without limitation, those assets set forth below), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Earthcare Co)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall and its affiliates will grant, sell, transfer, assign, convey transfer and deliver to PurchaserBuyer, and Purchaser shall purchaseBuyer will purchase and acquire from Seller, all right, title and interest in and to the following assets of Seller used in the Business described below (the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Angel Corp)

Agreement to Purchase and Sell. Subject to On the applicable terms and conditions of contained in this Agreement, at the Closing (as herein defined), Buyer shall purchase from Seller, and Seller shall sellsell to Buyer, transferall of Seller's right, assign, convey title and deliver interest to Purchaser, and Purchaser shall purchase, the its assets of Seller used in the Business described below (the "Purchased Assets"), free and clear of all Liensany liens, other than claims, encumbrances or security interests (collectively, "Claims"), exclusive of the Permitted EncumbrancesExcluded Assets (as herein defined), which Purchased Assets include, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Monarch Services Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreementhereof, Seller at the Closing, the Sellers shall sell, transfer, assign, convey transfer and deliver to the Purchaser, and the Purchaser shall purchasepurchase and acquire from the Sellers, all right, title and interest in and to all of the assets following assets, properties and rights of Seller used in the Business described below (such assets, properties and rights, being referred to as the "“Transferred Assets"), free and clear of all Liens, other than the Permitted EncumbrancesLiens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edci Holdings, Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase, all of the following assets of that are currently owned by Seller used in (such assets, being collectively referred to as the Business described below (the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Golf Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, Seller as of the Closing, the Vendor shall sell, transfer, assign, convey and deliver assign to Purchaser, the Purchaser and the Purchaser shall purchasepurchase and acquire from the Vendor, all of the assets of Seller used in the Business described below (the "Assets")Purchased Shares, free and clear of all Liens, other than the Permitted Encumbrances:encumbrances whatsoever.

Appears in 1 contract

Samples: Share Purchase Agreement

AutoNDA by SimpleDocs

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing (as such term is defined in Section 1.6), Seller shall agrees to sell, assign, transfer, assign, deliver and convey and deliver to PurchaserBuyer, and Purchaser shall purchaseBuyer agrees to purchase and accept from Seller, all of the tangible and intangible assets of Seller of every kind, nature and description, wherever located, including all assets, properties, rights and claims acquired for, used in in, held for use in, relating to or arising from the Business described below conduct of the Business, but not including the Excluded Assets (the "Acquired Assets"), free and clear of all Liens, other than the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Minimed Inc)

Agreement to Purchase and Sell. Subject On the terms and subject to the applicable terms and conditions of contained in this Agreement, at the Closing (as defined herein), Seller shall sell, transfer, assign, convey assign and deliver to Purchaser, and Purchaser shall purchasepurchase from Seller, all of the assets of Seller used in the Business described below (the "Assets")Units, free and clear of any and all liens, claims, mortgages, security interests and other encumbrances (“Liens, other than the Permitted Encumbrances:”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Leggett & Platt Inc)

Agreement to Purchase and Sell. Subject At the Closing, subject to the applicable terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey sell and deliver Buyer shall purchase the Purchased Assets; and Buyer shall assume the Assumed Liabilities. Buyer shall not purchase any of the Excluded Assets nor assume any liability which is not an Assumed Liability. The Purchased Assets shall be transferred to Purchaser, and Purchaser shall purchase, the assets of Seller used in the Business described below (the "Assets"), Buyer free and clear of any and all Liens, Liens other than the Permitted Encumbrances:Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartech Corp)

Agreement to Purchase and Sell. Subject to the applicable terms and ------------------------------ conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchasepurchase from Seller, the following assets of Seller used in (such assets, specifically excluding the Business described below (Excluded Assets, being collectively referred to as the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications World International Inc)

Agreement to Purchase and Sell. Subject to all of the applicable terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), Seller shall sell, transfer, assign, convey transfer and deliver to Purchaser, and Purchaser shall purchase, the assets all right, title and interest of Seller used in and to all of the Business described below Assets (the "Assets"as defined in Section 1.2), free and clear of all Liensmortgages, other than liens, security interests and encumbrances, except for the Permitted Encumbrances:Assumed Liabilities, as hereinafter defined.

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase, the assets of assets, other than the Excluded Assets, owned by Seller or used in connection with the Business described below (such assets being collectively referred to as the "AssetsASSETS"), ) free and clear of all Liens, other than the Permitted Encumbrances. The Assets include, but are not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ardis Telecom & Technologies Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions set forth herein and except for the Retained Assets, at the Closing, but effective as of this Agreementthe Effective Time, Seller Sellers and Owner shall sell, convey, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchaseacquire, all right, title, and interest in and to the following itemized listing of properties and rights owned by Sellers and specified in this Agreement (collectively, the assets of Seller used in the Business described below (the "“Rights and Assets"), free and clear of all Liens, other than the Permitted EncumbrancesLiens whatsoever:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanara MedTech Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets of that are owned by the Seller used in (other than the Business described below Excluded Assets), whether such assets are now owned or controlled by the Seller, including the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edge Technology Group Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, convey assign and deliver to Purchaser, and Purchaser shall purchasepurchase and accept from Seller, all right, title and interest of Seller in and to the property and assets set forth in this Section 1, but expressly excluding the Excluded Property (collectively, the assets of Seller used in the Business described below (the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:“Property”):

Appears in 1 contract

Samples: Purchase and Sale Agreement (IMH Financial Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.