Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted LiensEncumbrances, all of Seller’s right, title title, and interest in and to all of the following property and assets of Seller used in to the extent related to the Business (but excluding specifically excluding, without limitation, the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this AgreementAgreement (including, without limitation, Section 1.2), at the Closing, but and effective as of the Effective TimeClosing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to the following property and assets of Seller used in (the Business (but excluding the Excluded “Assets”):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer transfer, convey and deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s the right, title and interest in and to all of the following property and assets of Seller used in (the Business “Purchased Assets”), including, without limitation, the following (but excluding the Excluded Assets):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller will, at the closing provided for in Section 1.8 hereof (the "Closing"), but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property and assets of Seller used in or associated with the Business (but excluding the Excluded "Assets):"), including, without limitation, the following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, Encumbrances all of Seller’s right, title title, and interest in and to the following Business and all of the property and assets assets, real, personal or mixed, tangible and intangible, of Seller every kind and description, wherever located, used in the Business Business, including the following (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following property and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but Closing and effective as of the Effective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s 's right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):following:

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 2), but effective as the Sellers shall sell to the Buyers, and the Buyers shall purchase from each of the Effective TimeSellers, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):assets: See Exhibit A

Assets to be Sold. Upon On the terms and subject to in reliance on the conditions set forth in this Agreementrepresentations and warranties contained herein, Seller shall, at the ClosingClosing (as hereinafter defined), but effective as of the Effective Time, Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire from the Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property following, and only the following, assets of Seller used described in Schedule 1 attached hereto and incorporated herein by this reference (collectively, the Business (but excluding the Excluded “Transferred Assets”):

Assets to be Sold. a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, the Purchaser all of Seller’s right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeSeller shall, Seller and shall cause its Affiliates to, sell, convey, assign, assign and transfer and deliver to Buyer, and Buyer shall purchase and acquire from Selleracquire, free and clear of any Liens other than Permitted LiensEncumbrance, all of Seller’s right, title and interest in and to the following property properties and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon Subject to Section 2.3 and the terms and subject to the conditions set forth in other provisions of this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Selleraccept the following assets and rights, free and clear of all liens or other encumbrances of any Liens other than Permitted Liensnature (collectively, all of Seller’s right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded “Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s Sellers' right, title and interest in and to all of the following property and assets of Seller used Intellectual Property Assets as described in the Business more detail on Exhibit A attached hereto (but excluding the Excluded "Assets):").

Assets to be Sold. Upon Subject to Section 2.2 below, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Timehereof, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Selleraccept, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property and assets of Seller used in Acquired Assets. The Acquired Assets shall include the Business (but excluding the Excluded Assets):following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, tangible and intangible, of every kind and description, wherever located, including the following property and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing provided for in Section 4.01 hereof, but effective as of the Effective Time, Seller shall Sellers will sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase will purchase, acquire and acquire accept from Sellerthe Sellers, free and clear of any Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s the right, title and interest of the Sellers at the time of the Closing, in and to all of the following property and assets of Seller used in the Business (but excluding the Excluded Assets):.

Assets to be Sold. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing provided for in Section 1.05 hereof (the "Closing, but effective as of the Effective Time"), Seller shall sell, convey, assign, transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s rightthe WEBATM assets including, title and interest without limitation, the assets described in and to Exhibit A annexed hereto (the following property and assets of Seller used in the Business (but excluding the Excluded "Assets):").

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyer on the Closing Date, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Lienson the Closing Date, all of Seller’s right, title and interest in and to all of the following property and assets of Seller used in the Business (but excluding Assets, except the Excluded Assets set forth in Section 2.2 (the “Acquired Assets):”), free and clear of all Encumbrances. The Acquired Assets include the following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Assumption Time, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Liens other than Permitted LiensEncumbrances, all of Seller’s Sellers’ right, title and interest in and to only the following specifically identified property and assets of Seller used in the Business (but excluding the Excluded Assets):Sellers:

Assets to be Sold. Upon On the terms and subject to the conditions set forth in of this Agreement, at on the Closing, but Closing Date and effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers, and Buyer Buyers shall purchase purchase, acquire, and acquire from Seller, free and clear accept delivery of any Liens other than Permitted Liens, all of Seller’s 's right, title and interest in and to the following all of Seller's property and assets assets, real, personal -------------------------------------------------------------------------------- 8 or mixed, tangible and intangible, of Seller used in the Business (but excluding every kind and description, wherever located, other than the Excluded Assets (collectively, the "Assets):"), including:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrance (other than Permitted Lienscollateral assignments granted to Xxxxxxx Capital Corporation), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following property and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to the following property and assets of Seller used in (collectively, the Business (but excluding the Excluded “Assets”):

Assets to be Sold. Upon At the terms Closing (as defined herein) and subject to the terms and conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer sell and deliver assign to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s 's right, title and interest in, to and under the Purchased Assets, which Purchased Assets shall include, without limitation, all of the Purchased Assets described in Section 1.1 of the Auction Agreement and any and all other assets acquired by Seller pursuant to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):Auction Agreement.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but Closing and effective as of the Effective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):following:

Assets to be Sold. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingPurchaser shall purchase from Seller, but effective as of the Effective Time, and Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyerthe Purchaser, and Buyer shall purchase and acquire from Selleron the Closing (as hereinafter defined), for the consideration hereinafter provided, the Copytron Assets free and clear of any Liens all Encumbrances (other than Permitted LiensEncumbrances, all if any, in favor of Seller’s right, title ) and interest in and without being subject to the following property and assets of Seller used in the Business (but excluding the Excluded Assets):any liabilities.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective other than the Excluded Assets (as of the Effective Timedefined below), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to solely the following property and assets of Seller used in assets, without duplication (collectively, the Business (but excluding the Excluded “Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to the following Seller’s property and assets of Seller used in related exclusively to the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon Subject to Section 2.2, the terms other provisions of this Agreement and subject to the conditions set forth in this AgreementApproval Order, at the Closing, but effective as of the Effective Time, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to accept the following property assets and assets of Seller used in rights (collectively, the Business (but excluding the Excluded "Assets):");

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following property and assets of Seller used in the Business (but excluding the Excluded Assets):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Liensall Encumbrances, all of Seller’s right, title title, and interest in and to the following property and assets of Seller used in the Business operation of eSignSystems set forth below (but excluding collectively the Excluded “Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at At the Closing, but effective as of the Effective Time, Seller shall sell, convey, assigndeliver, transfer and deliver assign to Buyer, and Buyer shall purchase and acquire from SellerPurchaser, free and clear of any Liens other than Permitted Liensall liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for the consideration hereinafter provided, all of the tangible and intangible assets being used by Seller exclusively in Seller’s right, title and interest in and to the following property and assets of Seller used in the 's Business (but excluding the Excluded "Purchased Assets):"), save and except for the assets retained by Seller as set forth in Paragraph 1.3