ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchase, subject to the terms and conditions hereinafter set forth, the following assets and properties (the "Station Assets"), free and clear of all liens, claims, encumbrances and rights of others, except as otherwise set forth herein:
ASSETS SOLD AND PURCHASED. Subject to the terms and conditions hereof, Seller hereby sells, assigns, conveys and transfers to Buyer good and marketable title in all Seller's assets (herein called "Assets") and more particularly described in Exhibit "A" attached hereto and made a part hereof, and Buyer hereby accepts from Seller the following:
ASSETS SOLD AND PURCHASED. At the Closing Seller agrees ------------------------- to sell, transfer, convey, assign and deliver to Buyer and Buyer agrees to purchase and acquire, according to the terms and conditions of this Agreement, all of Seller's right, title, and interest in and to the following assets and properties of, or assets and properties used, held by or useful in the operation of, the Business on the Closing Date, other than the assets identified in Section 2.A.2 hereof (collectively, the "Purchased Assets"):
ASSETS SOLD AND PURCHASED. At the Closing GTC shall sell, transfer, convey, assign and deliver to SCI Holdings and SCI Holdings shall purchase and acquire, under the terms and conditions of this Agreement, all of GTC's right, title, and interest in and to the following assets and properties of, or properties used or useful in the operation of, the Business on the Closing Date, some of which assets and properties are physically located at the facility of GTC Mexico or the facility of GTC in Tampa, Florida as reflected on the Schedules set forth below (all such assets referred to collectively as the "Purchased Assets"):
ASSETS SOLD AND PURCHASED. The assets sold and purchased hereunder ------------------------- (the "Assets") shall consist of all of Seller's interest to and in all the properties and assets of the, Seller as a going business of every kind, nature, and description whatsoever, tangible and intangible, real and personal, specifically including (without limitation) all properties and assets used in and necessary to conduct the Business in the normal course in its present form, whether or not specifically listed herein and whether or not reflected on Seller's balance sheet or other financial statements required to be furnished hereunder or on any exhibits attached to this Agreement. Without limiting the foregoing, the Assets shall include, but shall not be limited to:
ASSETS SOLD AND PURCHASED. Seller agrees to sell, transfer, convey and assign to Buyer, and Buyer agrees to buy, accept and receive all of the following related to Barrington University ("Business"): All furniture (including classroom furniture), equipment, warranties, computers, computer software, whether owned or licensed, telecommunications equipment, servers, customer lists, files, records, other general intangibles of the business, the right to the name Barrington University, lesson plans, curriculum, domain names, including www.Barrington.edu all patents, registered or unregistered trademarkx, xxxxxxx xxxxx, logos, fictitious and trade names, registered and common law copyrights, all telephone numbers, including fax lines, Internet web site, Barrington University e-mail accounts, customer lists, inventions, discoveries, techniques, processes, methods, formulae, designs, trade secrets, confidential information, know-how and ideas used or useful in connection with the Business. A definitive list of tangible personal property conveyed will be created and agreed to by the parties prior to closing. As the School is currently housed within and operates from servers that also contain Seller's other businesses, Seller shall transfer all software and connections to a separate Server capable of efficiently supporting all of its intellectual property, and a workstation containing Buyer's e-mail system within Thirty (30) days after Closing, and both the Server and workstation shall become property of Buyer.
ASSETS SOLD AND PURCHASED. On the Closing Date (as hereinafter defined) Seller shall sell, transfer, assign and convey free and clear of all liabilities, liens and other encumbrances, except for the Permitted Exceptions shown on Schedule 1.1 and as expressly assumed in this Agreement, and Buyer shall purchase, all of Seller's right, title and interest in and to all of the assets and properties which are or will be owned, used or acquired for use by Seller's Business at and as of the Closing Date of this agreement (collectively the "Purchased Assets"), including but not limited to the following assets:
ASSETS SOLD AND PURCHASED. Subject to the conditions herein, Buyer agrees to purchase and Seller agrees to sell, transfer and convey on the closing date, the assets, (hereinafter referred to as "purchased assets"), now owned and hereafter acquired by Seller prior to the closing:
ASSETS SOLD AND PURCHASED. On the basis of the representations, ----------------------------- warranties, and agreements of the parties, and subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy, the following asset (sometimes collectively referred to in this Agreement as the Asset):
ASSETS SOLD AND PURCHASED. The Seller does hereby agree to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser does hereby agree to purchase from the Seller, at the Closing (as defined in Section 1.5), all of the Seller's right, title and interest in and to the following assets of the Seller, as of the Closing Date (as defined in Section 1.5), pertaining to the Business (collectively, the "Assets"), free and clear of all liabilities, obligations and Liens, other than Permitted Liens (as such terms are defined in Section 4.10):
