Common use of Agreement to Sell and Buy Clause in Contracts

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller hereby agrees to shall sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchaseshall purchase on the Closing Date, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for those permitted Permitted Encumbrances and liabilities assumed by Buyer in accordance with Section 2.5). The Assets to be assigned, 3.5 or 3.6 below), more specifically described as followstransferred and delivered by Seller hereunder shall include the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, security interests, pledges, conditions, charges, conditions or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, Sections 3.5 or and 3.6 below), more specifically described as follows:.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to shall sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer agrees shall purchase on the Closing Date, all of Seller’s right, title and interest in and to purchase, all of the Assets, except the Excluded Assets set forth in Section 2.02 (the “Acquired Assets”), free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as followsall Encumbrances other than Permitted Encumbrances. The Acquired Assets include the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase on the Closing Date, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, charges or encumbrances of any nature whatsoever (except for those permitted in accordance with Section Sections 2.5, 3.5 or 3.6 below), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase on the Closing Date, all of Seller’s rights, title and interest in and to the Assetstangible and intangible assets listed below, excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:Permitted Liens):

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, each Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, purchase on the Closing Date all of the AssetsAssets used by such Seller in connection with the operation of the Business, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, conditions or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5whatsoever, 3.5 or 3.6 below), more specifically described as followsincluding but not limited to:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, conditions or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically the System described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to shall sell, assign, transfer and deliver to the Buyer on the Closing Date, and the Buyer agrees shall purchase on the Closing Date, all of the Seller’s right, title and interest in and to purchase, all of the Assets, except the Excluded Assets set forth in Section 2.02 (the “Acquired Assets”), free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as followsall Encumbrances other than Permitted Encumbrances. The Acquired Assets include the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller Sellers hereby agrees agree to transfer sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase from Sellers, all of Sellers' rights, title and interest in and to the Assetstangible and intangible assets used or useful in connection with the conduct of the business or operations of the Stations, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever Liens (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 belowPermitted Liens), more specifically described as followsincluding the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchasepurchase on the Closing Date, all the tangible assets, both real and personal, described below and used in the operation of the AssetsStation, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 belowPermitted Liens), more specifically described as followsincluding the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer sell, convey, transfer, assign and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of Seller's rights, title and interest in, to and under the Purchased Assets (other than the Excluded Assets), free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever Encumbrances (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 belowPermitted Encumbrances), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer sell, transfer, deliver and deliver assign to Buyer on the Closing Date, and Buyer agrees to purchase, all of acquire, pay for and accept from Seller, the AssetsShares, free and clear of any claims, liabilitiessecurity interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5collectively, 3.5 "Encumbrances") and any claims or 3.6 below), more specifically described as follows:liabilities.

Agreement to Sell and Buy. Subject to the terms and conditions set forth ------------------------- in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer hereby agrees to purchasepurchase on the Closing Date, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for those permitted Permitted Liens and liabilities assumed by Buyer in accordance with Section 2.52.4). The Assets to be assigned, 3.5 or 3.6 below), more specifically described as followstransferred and delivered by Seller hereunder shall include the following:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer issue and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the AssetsStock, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except as specifically provided for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:this Agreement.

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to shall sell, assign, transfer and deliver to Buyer the Purchasers on the Closing Date, and Buyer agrees to purchasethe Purchasers shall acquire from Seller on the Closing Date, all valid title, ownership and possession of the Assetsfollowing assets (the "PURCHASED ASSETS"), free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for those permitted liabilities assumed by the Purchasers in accordance with Section SECTION 2.5, 3.5 or 3.6 below), more specifically described as follows:):

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller Sellers hereby agrees agree to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, charges or encumbrances of any nature whatsoever (except for those permitted in accordance with Section Sections 2.5, 3.5 3.5, or 3.6 belowhereof), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.52.4, 3.5 or 3.6 below), more specifically described as follows:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, upon the consummation of the purchase and sale (the “Closing”), Seller hereby agrees to transfer sell, transfer, assign and deliver to Buyer on the date of the Closing (the “Closing Date”), free and clear of debts, security interests, liens and encumbrances, other than liens for taxes not yet due and payable, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as followspurchase from Seller:

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer sell, transfer, and deliver to Buyer on the Closing Date, and Buyer Xxxxx agrees to purchasepurchase on the Closing Date, all of Seller’s rights, title and interest in and to the Assetstangible and intangible assets listed below, excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:Permitted Liens):

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this AgreementAgreement and except for the Excluded Assets, Seller hereby agrees to shall sell, assign, transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchaseshall purchase on the Closing Date, all of the following Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, Liens or encumbrances of any nature whatsoever liabilities (except for those permitted Permitted Encumbrances and liabilities assumed by Buyer in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:):

Agreement to Sell and Buy. Subject to the terms and conditions set ------------------------- forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assetsfollowing assets associated with the System, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 belowother than the Permitted Liens), more specifically and described as follows:follows (collectively, the "Assets"):

Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Agreement, Seller Sellers hereby agrees agree to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, charges or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5Sections 2.5 or 3.5, 3.5 or 3.6 belowhereof), more specifically described as follows: