Agreement to Sell and Purchase the Purchased Assets Sample Clauses

Agreement to Sell and Purchase the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Seller hereby agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.2 below), and Buyer hereby agrees to purchase and acquire from Seller at the Closing, all of Seller’s right, title and interest in and to all of the Purchased Assets. The Purchased Assets will be sold, assigned, transferred and conveyed to Buyer (subject to Section 1.3) on the Closing Date on a “AS IS” and “WHERE IS” basis, with no representations or warranties other than those specifically set forth below, and subject to any and all existing pledges, liens, licenses, rights of possession, security interests, restrictions, encumbrances, charges, title retention, conditional sale or other security arrangements of any nature whatsoever (collectively, “Encumbrances”).
Sample 1
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Agreement to Sell and Purchase the Purchased Assets. Company hereby agrees to sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 2.4 below), and Purchaser agrees to purchase and acquire from Company at the Closing, all right, title and interest in and to all of the Purchased Assets.
Sample 1
Agreement to Sell and Purchase the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Seller hereby agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.4 below), and Buyer hereby agrees to purchase and acquire from Seller at the Closing, all of Seller’s right, title and interest in and to all of the Purchased Assets wherever located, as they exist or shall exist on the Closing Date. The Purchased Assets will be sold, assigned, transferred, conveyed and delivered to Buyer (subject to Section 1.3 hereof) on the Closing Date on a “AS IS” and “WHERE IS”, basis with no representations or warranties other than those specifically set forth herein, and subject to any and all existing pledges, liens, licenses, rights of possession, security interests, restrictions, encumbrances, charges, title retention, conditional sale or other security arrangements of any nature whatsoever (collectively, “Encumbrances”) except for the Encumbrances on the Purchased Assets of the Silicon Valley Bank, a a California corporation (“SVB”), Oxford Finance LLC, a Delaware limited laiblity company (“Oxford 1”), Oxford Finance Funding Trust 2012-1 (“Oxford 2”) and together with SVB and Oxford 1, the “Senior Secured Creditors”)and the Junior Secured Creditors which shall be released pursuant to Section 6(b) hereof or have already been released as described in Section 6(b) hereof, respectively.
Sample 1
Agreement to Sell and Purchase the Purchased Assets. On the Closing Date, subject to the performance by the Parties of the terms and provisions of this Agreement and satisfaction of the terms and conditions set forth in the Sale Order, the Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Purchased Assets, free and clear of all Liens, Claims, Encumbrances and Interests, except for the Permitted Exceptions.
Sample 1
Agreement to Sell and Purchase the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Forte ComputerEasy agrees to deliver to IMSI at the Closing (as defined in Section 2.3 hereof) all of the Purchased Assets (which have not already been delivered by Computer Easy to IMSI). At the Closing, IMSI shall deliver to Forte ComputerEasy a Cashier's Check made payable solely to the order of Forte ComputerEasy with no restrictions on payment, in the amount of $411,250.00, in good United States funds, drawn on a major regional, national bank or other bank reasonably acceptable to ComputerEasy, and ComputerEasy shall deliver to IMSI all of the Purchased Assets which have not previously been transferred in reliance on the Letter of Agreement. The delivery of the Purchased Assets and cashier's check shall occur simultaneously at the Closing (as defined in Section 2.3 hereof).
Sample 1
Agreement to Sell and Purchase the Purchased Assets 
Sample 1

Related to Agreement to Sell and Purchase the Purchased Assets

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $ a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

  • 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:

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