AssetsConsideration Clause Samples

AssetsConsideration. 2.1 Assets Acquired Seller hereby agrees to sell and deliver to Buyer at the Closing, and Buyer hereby agrees to purchase from Seller, the Assets. Seller shall have provided Buyer with all Customer records and other information (including all invoices, blueprints, summaries of work in progress, codes, master codes, lock-out codes, up-load codes, down-load codes, communicator identification numbers, operating software) necessary to permit Buyer to fully perform Seller's contractual obligations relating to the Accounts. On the Closing Date, ▇▇▇▇▇ shall: (i) Seller shall assist assignment of the Accounts to Buyer, in delivering all necessary third party consents to those assignments containing language releasing Buyer from any liability for preexisting material breaches of the contracts consitituting the accounts, (ii) deliver all contracts, documents and records related to the Assets, (iii) seller shall assist assignment of any and all service agreements and ensure that Buyers have all rights necessary to receive the benefits of those agreements, (iv) assign all of Seller's right title and interest in and to the Sacramento, CA and the Pleasanton, CA real property leases except if property is unassignable due to delinquent lease payments and (iv) do all other things necessary to effectively transfer the Assets into the possession and control of BuyerSeller shall assist buyer in their endeavor to obtain assignments. In addition if buyer is unable to obtain an assignment other methods may be utilized to obtain a contract in good standing. In the event no assignment, assignment with addendum, or contract can be procured, then that particular asset will remain the real property of Stratesec, Inc.- (v) any Assets or Accounts to be expressly excluded from the Assets acquired by Seller hereunder; shall remain the sole and exclusive property of Seller; and Seller shall remain solely and exclusively responsible for all liabilities and obligations with respect to said Assets or Accounts