Assets of Seller to be Transferred to Buyer Sample Clauses

Assets of Seller to be Transferred to Buyer. At the Closing, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from Seller all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, which relate to, or are used or held for use in connection with the Business, excluding the Excluded Assets, but including the following:
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Assets of Seller to be Transferred to Buyer. On the Closing Date (as defined in Article VI hereof), and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer and assign, or cause to be sold, conveyed, transferred and assigned to Buyer, and Buyer shall acquire all of the assets of the Seller, including but not limited to, the following assets (the "Purchased Assets"):
Sample 1
Assets of Seller to be Transferred to Buyer. On the Closing Date (as defined in Article VIII hereof), and subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase, accept and acquire from Seller, and Seller agrees to sell, transfer, assign, convey and deliver to Buyer, all right, title and interest of Seller in and to the certain assets of Seller associated or used in connection with the operation of the Seller (the "Purchased Assets"). The Purchased Assets consist of all of the assets, tangible property, contract rights, films, videos, intellectual property, intangible property and all other tangibles and intangibles related to the following entertainment projects: Street Pirates, Unholy Alliance, Revelation, Imagining Argentina, Held For Ransom, After Sex, Andrew Dice Clay Comedy Special and the Dan Haggerxx Xxxderness Seriex. Xxxxxxx 0.0 sets forth the list of alx xx xxx Xurchased Assets, a description thereof, the contracts related thereto, and the rights thereof. Exhibit 4.6 sets forth a valuation of the Purchased Assets obtained by the Sellers.
Sample 1
Assets of Seller to be Transferred to Buyer. On the Closing Date --------------------------------------------- (as defined in Article IX hereof), and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer and assign, or cause to be sold, conveyed, transferred and assigned to Buyer, and Buyer shall acquire all of the tangible and intangible assets and personal property of every kind and description and wherever situated of the business of Chesapeake from the Seller, including but not limited to, the following personal property of the Seller (the "Purchased Assets"):
Sample 1
Assets of Seller to be Transferred to Buyer. On the Closing Date (as defined in Article VIII hereof), and subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase, accept, and acquire from Seller, and Seller agrees to sell, transfer, assign, convey, and deliver to Buyer, all right, title and interest of Seller in and to the Assets of Seller. The Purchased Assets consist of all of the business assets, domain names, copyrights, patents, source codes, tangible property, contract rights, intellectual property, intangible property, including all customer contracts, customer lists, and all other tangibles and intangibles related to Seller’s imaging business as defined above. Exhibit 1 sets forth the list of all of the Assets, a description thereof, the contracts related thereto, and the rights thereof. Exhibit 2 sets forth a valuation of the Assets obtained by the Sellers.
Sample 1

Related to Assets of Seller to be Transferred to Buyer

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Assets Purchased by Assuming Institution With the exception of certain assets expressly excluded in Sections 3.5 and 3.6 and, if applicable, listed on Schedule 3.5(l) the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys and delivers to the Assuming Institution, all right, title and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of the Bank Closing Date. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

  • Assets Not Purchased by Assuming Institution The Assuming Institution does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

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