Assignment of Purchased Assets. Pursuant to the terms and subject to the conditions of the Agreement, Seller does hereby grant, sell, assign, transfer, convey and set over to Purchaser, its successors and assigns, and Purchaser hereby purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, including all goodwill of or relating to the Purchased Assets, free and clear of all Encumbrances and Liabilities.
Assignment of Purchased Assets. Trendwest and each Seller understand that the Issuer will assign to and grant to the Trustee a security interest in all its right, title and interest to this Agreement, the Contracts, the related Credits and the Purchased Assets. Trendwest and each Seller consent to such assignment and grants and further agrees that all representations, warranties, covenants and agreements Trendwest or such Seller made herein shall also be for the benefit of and inure to the Trustee and all Holders from time to time of the Notes.
Assignment of Purchased Assets. AT&T PCS shall execute and ------------------------------ deliver to the Company one or more bills of sale or instruments of assignment, substantially in the form of Exhibit 3.2(b), sufficient to assign to the Company (or any Designated Purchasers) the Purchased Assets.
Assignment of Purchased Assets. Notwithstanding anything in this Agreement to the contrary, (a) this Agreement shall not constitute an agreement to sell, transfer, convey, assign or deliver to the Purchaser any Purchased Assets if such Purchased Assets are not transferable under applicable laws or regulations, and (b) this Agreement shall not constitute an agreement to assign any asset or claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such third party, or would be ineffective with respect to any party to an agreement concerning such asset. If any transfer or assignment by the Seller of any Purchased Assets is limited by the immediately preceding sentence, or any assumption by the Purchaser of, any interest in, or liability, obligation or commitment under any asset requires the consent of a third party and such consent has not been obtained, then such transfer, assignment or assumption shall be subject to any such consent or required authorization being obtained. The Seller shall use its commercially reasonable efforts to obtain such consent or authorization as promptly as practicable, and the Seller and the Purchaser shall cooperate (at their own expense) in any lawful and commercially reasonable mutually agreeable arrangement under which (i) the Purchaser shall obtain (without infringing upon the legal rights of such third party or outside party or violating any applicable laws) the economic claims, right and benefits under the asset, claim or right with respect to which the consent or authorization has not been obtained in accordance with this Agreement and (ii) the Purchaser shall assume any related economic burden with respect to the asset, claim or right with respect to which the consent or authorization has not been obtained (including any related Assumed Liability). Any and all obligations resulting from obtaining required consents or authorizations shall be the obligation(s) of and paid by the Purchaser or its designee(s).
Assignment of Purchased Assets. The Assignor, as provided in the Agreement, for good and valuable consideration received from the Assignee, hereby absolutely and unconditionally sells, assigns, transfers, conveys, contributes, grants, bargains, sets over, releases, delivers, and confirms unto the Assignee, its successors and its assigns, forever, the Assignor’s entire right, title, and interest in, to, and under all of the Purchased Assets wherever located, to have and to hold forever.
Assignment of Purchased Assets. Parent and each Seller hereby assigns to Buyer, in accordance with the terms and conditions set forth in the Asset Purchase Agreement, all of its right title and interest in and to the Purchased Assets.
Assignment of Purchased Assets. The Assignor, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby sells, transfers, conveys and delivers to the Assignee, and the Assignee does hereby accept from the Assignor, all of the right, title and interest of the Assignor in and to all of the Purchased Assets free and clear of all Encumbrances, other than the Permitted Encumbrances.
Assignment of Purchased Assets. Eisai hereby assigns, and shall cause its Affiliates to assign, to Arena or its designee all of its and its Affiliates’ right, title and interest in and to the Purchased Assets, free and clear of all Liens (other than Permitted Liens).
Assignment of Purchased Assets. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 5.01, to the extent that the assignment or attempted assignment to Assets Buyer of any Purchased Asset would require the consent, authorization, approval or waiver of a third party thereto (including any Governmental Authority) or an Affiliate of a party to this Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an assignment, or an attempted assignment, thereof; provided, however, that the Closing shall occur, notwithstanding the foregoing, without any adjustment to the Purchase Price on account thereof. Following the Closing, Seller and Assets Buyer shall use reasonable best efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver so that such Purchased Asset is properly assigned to Assets Buyer; provided, however, that neither Seller nor Assets Buyer shall be required to pay any consideration therefor;
(b) Unless and until such consent, authorization, approval or waiver is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Seller thereunder so that Assets Buyer would not in fact receive all rights under such Purchased Asset, then (i) Seller or its applicable Affiliate (other than TMS Sub) shall continue to hold title or leasehold interest in and/or be bound by such Purchased Asset and (ii) unless not permitted by the terms thereof or applicable Laws, Assets Buyer shall, as agent or subcontractor for Seller or its applicable Affiliate (other than TMS Sub), pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Seller or the applicable Affiliate (other than TMS Sub) under such Purchased Asset arising solely from and after the Closing Date (except to the extent expressly otherwise provided herein or in the Transaction Documents). Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Assets Buyer promptly all money, rights and other consideration received by Seller or its applicable Affiliate (other than TMS Sub) in respect of such performance to the extent related to such Purchased Asset. To the extent Assets Buyer cannot act as agent or subcontractor as provided in this Section 5.01(b), Assets Buyer and Seller sha...
Assignment of Purchased Assets. Seller hereby sells and assigns without recourse to Seller or any of the McKesson Affiliates, except to the extent set forth in Sections 6.1 and 6.2 of the Purchase Agreement, to Purchaser all of Seller’s right, title and interest, legal or equitable, in and to the Purchased Assets, and Purchaser hereby purchases and accepts assignment of the aforedescribed right, title and interest.
