Agreement to Sell and Purchase Assets. Subject to the terms and conditions hereof and on the basis of and in reliance upon the agreements and representations and warranties set forth herein, on the Closing Date Seller shall sell the Assets to Buyer, and Buyer shall purchase the Assets from Seller.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder to the Purchaser in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").
Agreement to Sell and Purchase Assets. In accordance with the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all Encumbrances, other the Assumed Liabilities, and Purchaser shall purchase, acquire and accept from the Seller, upon delivery from Purchaser to Seller of the Cash Consideration and the Stock Consideration, all right, title and interest of the Seller in and to all of the assets, properties and rights, other than the Excluded Assets, owned, held or used by the Seller in the conduct of the Business as of the Closing, including, without limitation, the following assets (collectively, the “Purchased Assets”):
(a) All Assigned Contracts;
(b) All Owned Intellectual Property;
(c) All of the interest of the Seller in the Licensed Intellectual Property;
(d) All Inventory;
(e) All of the interest of the Seller in the Leased Real Property;
(f) All machinery, equipment, leasehold improvements, supplies, office furniture and office equipment, computers and telecommunications equipment and other items of tangible personal property, and interests therein, that are owned by Seller and used in connection with the Business, including, without limitation, the fixed assets listed on Schedule 2.1(f) attached to this Agreement;
(g) All Accounts Receivable;
(h) The Books and Records and all other records relating to the Business;
(i) All rights relating to any Prepaid Expenses;
(j) To the extent transferable or assignable, all Permits (the “Assigned Permits”);
(k) All rights acquired by the Seller pursuant to each of the Franchise Repurchase Agreements including, without limitation, all rights to develop, and sell franchises and operate in, all or any part of any territory which is the subject matter of such Franchise Repurchase Agreement, but specifically excluding (i) any rights to operate any of the “We The People” centers which were, as of the date of such Franchise Repurchase Agreement, located within such territory and (ii) any rights under any of the leases relating to any such “We The People Center”;
(l) The Wiley Amounts;
(m) To the extent not covered by paragraphs (a) through (l) above, all Related and Incidental Assets; and
(n) All rights of the Seller under any claims, credits, causes of action or rights of set-off against third parties including, without limitation, all warranties, guarantees, sureties, indemnities and similar rights in favor of the Seller arising out of or with respect to any of the asse...
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholders to the Purchaser in this Agreement, effective as of the close of business on the date hereof, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all Obligations and Liabilities (other than the Assumed Liabilities (as defined in Section 2.6)), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental to or relating to or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after the Balance Sheet Date and on or prior to the Closing Date, but excluding the assets listed on Schedule 2.1(b) (the "Excluded Assets") and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").
Agreement to Sell and Purchase Assets. (a) Subject to the terms and conditions hereof and on the basis of and in reliance upon the covenants, agreements and representations and warranties set forth herein, on the Closing Date Seller shall sell and deliver the Assets to Buyer, and Buyer shall purchase the Assets from Seller. The Assets shall be sold, transferred and conveyed by Seller to Buyer free and clear of any and all Liens.
(b) In addition to the foregoing, Seller will, upon request and without additional consideration, at and subsequent to the Closing Date, execute and deliver all such further instruments of conveyance and transfer and confirmation thereof as may be reasonably requested by Buyer in order to make further effective the provisions of this Agreement and to assure the transfers and vesting of title provided for by this Agreement. All such transfers and assignments of title shall vest and be effective on the Closing Date.
Agreement to Sell and Purchase Assets. On and subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 2.2 below), and Purchaser agrees to purchase and acquire from Seller at the Closing, all of Seller’s right, title and interest in and to all of the Assets.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Company agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.3 below), and Buyer agrees to purchase and acquire from Company at the Closing, all of Company’s right, title and interest in and to all of the Assets (as defined in Section 1.2 below). The Assets will be sold, assigned, transferred and conveyed to Buyer on the Closing Date (as defined in Section 2.3 below), free and clear of all mortgages, pledges, liens, licenses (other than software licences comprised in any of the Assets), rights of possession, security interests, restrictions against the FLEXTRONICS CONFIDENTIAL use of the Assets for the normal Operations of the Business, encumbrances, charges, title retention, conditional sale or other security arrangements and all claims or agreements of any nature whatsoever (other than Permitted Liens as defined in Section 4.6) (collectively “Encumbrances”) other than the Assumed Liabilities (as defined in Section 3.1 below).
Agreement to Sell and Purchase Assets. Subject to the terms and conditions hereof and on the basis of and in reliance upon the covenants, agreements and representations and warranties set forth herein, on the Closing Date Seller shall sell the Assets to Buyer, and Buyer shall purchase the Assets from Seller. The Assets shall be sold, transferred and conveyed by Seller to Buyer free and clear of any and all claims, Liens, encumbrances and the rights of others, including, without limitation, any restrictions upon resale under applicable federal or state securities rules, regulations or laws.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, SSI hereby agrees to purchase and/or assume and VASCO hereby agrees to sell and/or assign, as applicable, on the Closing Date and effective as of the Effective Date, all of VASCO's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):
2.1.1. The Intellectual Property of VASCO listed in the Schedule of VACMAN Intellectual Property, attached hereto as Schedule 2.1.1(collectively, the "VACMAN Intellectual Property"), including, without limitation, all Software described thereon (the "Purchased Software"), all as existing immediately prior to the Effective Date, to the extent assignable by VASCO.
2.1.2. VASCO's rights under Contracts which are described in the Schedule of Purchased Contracts, attached hereto as Schedule 2.1.2 (the "Purchased Contracts"), including, without limitation, the right to provide the Business to Persons who are parties to such Purchased Contracts.
2.1.3. The physical assets used by VASCO exclusively to conduct the Business and listed in the Schedule of Physical Assets, attached hereto as Schedule 2.1.3.
2.1.4. All Prepaid Expenses associated with the Business and in existence at the Effective Date and listed and fully described in the Schedule of Prepaid Expenses attached hereto as Schedule 2.1.4.
2.1.5. All of VASCO's interest in all Permits and Licenses relating to the Business or the Purchased Assets and listed in the Schedule of Permits and Licenses, attached hereto as Schedule 2.1.5, to the extent assignable and transferable.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions of this Agreement and entry of the Sale Order, and in reliance on the representations, warranties and covenants set forth herein, Seller shall, or shall cause one or more of its U.S. Subs to, sell, assign, transfer and convey to Purchaser, and Purchaser shall, or shall cause one or more of its Affiliates to, purchase and acquire from Seller or any of its U.S. Subs at the Closing, free and clear of any claim, demand, charge, easement, assessment, encumbrance, lease, covenant, security interest, mortgage, lien, option, pledge, rights of others, right of way, right of first option, right of first refusal, reservation, defect in the title, encroachment, adverse claim, license or restriction (whether on voting, sale, transfer, disposition or otherwise), adverse claim of title, ownership or right to use, whether imposed or arising by agreement, understanding, law, equity or otherwise (whether or not any of the above are perfected), except for any restrictions on transfer generally arising under any applicable federal or state securities law (collectively, and in each case including without limitation all “interests” as such term is used in Section 363(f) of the Bankruptcy Code, “Liens, Claims or Interests”), all of Seller’s and each of its U.S. Subs’ and all of the Bankruptcy Estate’s right, title and interest in, to and under the assets, property, rights and claims of Seller and its U.S. Subs and the Bankruptcy Estate, wherever located, real, personal or mixed, whether tangible or intangible, of every kind and description, other than the Excluded Assets (each a “Purchased Asset” and collectively, the “Purchased Assets”), including any such right, title and interest to and under the following:
(a) all equity or other ownership interests of Seller in Iceland Sub, which shall in turn continue to retain all equity or other ownership interests of the only subsidiary of Iceland Sub (together with the Iceland Sub, the “Iceland Entities”), which interests shall be identified on Schedule 1.1(a);
(b) all Business Intellectual Property and other intangible assets Related to the Business, including without limitation all Registered IP and the Intellectual Property Related to the Business listed on Schedule 1.1(b), wherever held or registered, including all proprietary Software, all assignable licensed Software, and the right to xxx and collect damages related thereto for past, present and future infringement of any of the foregoing;
(c) ...
