Common use of Agreement to Sell Clause in Contracts

Agreement to Sell. At the Closing and except as otherwise specifically provided in Section 2.3 hereof, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Liens.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Adams Laboratories, Inc.), Asset Purchase Agreement (Adams Respiratory Therapeutics, Inc.), Asset Purchase Agreement (Adams Respiratory Therapeutics, Inc.)

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Agreement to Sell. At the Closing and except as otherwise specifically provided in Section 2.3 hereofClosing, Seller Sellers shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller Sellers in and to the Purchased Assets, free and clear of all mortgagesLiens, liens, pledges, security interests, charges, claims, restrictions except with respect to the Assumed Liabilities which Purchaser shall assume and other encumbrances and defects of title of any nature whatsoever except Permitted Lienssatisfy in accordance with their terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lmi Aerospace Inc)

Agreement to Sell. At the Closing and except (as otherwise specifically provided defined in Section 2.3 hereofArticle II), Seller Sellers shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller Sellers in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, charges and claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rand Logistics, Inc.)

Agreement to Sell. At the Closing and except (as otherwise specifically provided defined in Section 2.3 2.1 hereof), Seller ----------------- Sellers shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, chargespledges, claimsencumbrances, restrictions upon transfer, and other encumbrances adverse claims and defects of title demands of any nature whatsoever except Permitted Lienskind, character, or description whatever, and Purchaser shall purchase from Sellers, the Company Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aztec Manufacturing Co)

Agreement to Sell. At Upon the Closing and except as otherwise specifically provided in Section 2.3 hereofClosing, the Seller shall will grant, sell, convey, assign, transfer and deliver to the Purchaser, upon and subject to the terms and conditions of this Agreement, (a) all of the Seller's right, title and interest of Seller in and to the Purchased AssetsProperty, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Lienswhatsoever.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summit Environmental Corp Inc)

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Agreement to Sell. At the Closing and except as otherwise specifically provided in Section 2.3 hereof, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted LiensLiens and Permitted Exceptions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Polymer Systems Inc /De/)

Agreement to Sell. At the Closing hereunder (as defined in Section 2.1 hereof) and except as otherwise specifically provided in this Section 2.3 hereof1.1, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to all of his personal goodwill attributable and relating to the Purchased AssetsCompany, its customers, business and accounts (the "Goodwill"), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Lienswhatsoever.

Appears in 1 contract

Samples: Goodwill Purchase Agreement (HLM Design Inc)

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