Conveyance and Acceptance. In accordance with the provisions of the Asset Purchase Agreement, Seller hereby sells, transfers, conveys, assigns and delivers to Purchaser all of Seller’s right, title and interest in and to the Transferred Assets, and Purchaser hereby purchases and accepts the Transferred Assets, in each case, free and clear of all Liens other than Permitted Liens.
Conveyance and Acceptance. Upon the terms and subject to the conditions of the Purchase Agreement, Seller Parties hereby sell, convey, assign, transfer and deliver to Buyer all of Seller Parties’ right, title and interest in and to the Transferred Assets, and Buyer hereby purchases and acquires the Transferred Assets, in each case, free and clear of all Encumbrances (other than the Permitted Encumbrances).
Conveyance and Acceptance. (a) Warnxx-Xxxxxxx xxxeby irrevocably sell, assign, and transfer to Horizon, free and clear of all liens, all of Warnxx-Xxxxxxx'x xxxht, title and interest in the Assets and Assumed Liabilities, other than the Retained Liabilities, as the same shall exist on the date hereof (collectively, the "Assigned Assets").
(b) Horizon hereby accepts the sale, assignment and transfer of the Assigned Assets.
Conveyance and Acceptance. In accordance with the provisions of the Asset Purchase Agreement, Seller hereby sells, conveys, assigns and transfers to Purchaser, its successors, legal representatives, and assigns, all of Seller’s right, title and interest in and to the Purchased Assets, and Purchaser hereby purchases, acquires and accepts the Purchased Assets, in each case, free and clear of any Encumbrances other than Permitted Encumbrances. For the avoidance of doubt, Seller does not sell, convey, assign or transfer to Purchaser, and Purchaser does not purchase, acquire or accept from Seller, any Excluded Assets.
Conveyance and Acceptance. In accordance with the provisions of the Asset Purchase Agreement, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, its successors, legal representatives, and assigns all right, title and interest in and to the Purchased Patents and Buyer hereby purchases and accepts from Seller the Purchased Patents. The Purchased Patents include (a) all national, regional and international patents and patent applications, including provisional patent applications; (b) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from either of these, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and continued prosecution applications; (c) any and all patents that have issued or in the future issue from the foregoing patent applications ((a) and (b)), including utility models, xxxxx patents, innovation patents and design patents and certificates of invention; (d) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications ((a), (b) and (c)); and (e) any similar rights, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing patent applications and patents.
Conveyance and Acceptance. (a) Pursuant to Section 7.06(a) and Section 7.06(b) of the TRA, Seller hereby sells, assigns, transfers and conveys to the Company, and the Company hereby purchases and accepts, all right, title and interest of such Seller in, to and under the TRA in its capacity as a Representative and as a Beneficiary, including, without limitation, (a) all rights of Seller as the Representative, and (b) all rights of the Seller to receive any and all Tax Benefit Payments thereunder due on or after the Effective Date (whether or not arising out of or relating to a period prior to the Effective Date) (collectively, the “TRA Rights”), for the proper benefit of the Company, forever, free and clear of all liens.
(b) The Company hereby agrees to waive its right to receive notice and the notice period requirement (including, for the avoidance of doubt, any right to receive a Proposed Transfer Notice), in each case pursuant to Section 7.06 of the TRA. Pursuant to Section 7.06 of the TRA, the Company is hereby exercising its rights of first refusal, and accordingly the Company and the Seller are entering into this Agreement.
Conveyance and Acceptance. In accordance with the provisions of the Asset Purchase Agreement, Seller hereby forever and irrevocably sells, transfers, conveys, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in and to the Purchased Assets, and Buyer hereby purchases and accepts the Purchased Assets, in each case, free and clear of any Encumbrances other than Permitted Encumbrances.
Conveyance and Acceptance. In accordance with the provisions of the Asset Purchase Agreement, Seller hereby forever and irrevocably, without reservation, sells, transfers, conveys, assigns and delivers to Buyer all of Seller’s right, title and interest in and to the Purchased Patents, including the right to xxx and recover for past, present or future infringements, misappropriations, dilution, unauthorized use or disclosure, or other conflict with any of the Purchased Patents, the same to be held and enjoyed by Buyer, for its own use and on behalf of its successors, legal representatives, and assigns, to the full end of the term or terms for which patents may be granted of the Purchased Patents as fully and entirely as the same would have been held and enjoyed by Seller had this sale and assignment not been made, and Buyer hereby accepts such sale, transfer, conveyance, assignment and delivery.
Conveyance and Acceptance. Seller hereby sells, transfers, conveys, assigns and delivers to Assets Buyer, its successors, legal representatives, and assigns Seller’s entire right, title and interest in and to the Acquired Patents, and Assets Buyer hereby purchases and accepts from Seller, Seller’s ownership interest in the Acquired Patents. The Acquired Patents include (a) all national, regional and international patents and patent applications, including provisional patent applications; (b) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from any of the foregoing, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and continued prosecution applications; (c) any and all patents that have issued or in the future issue from the foregoing patent applications ((a) and (b)), including utility models, xxxxx patents, and design patents and certificates of invention; (d) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications ((a), (b) and (c)); (e) any similar rights, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing patent applications and patents; and (f) all proceeds, benefits, privileges, causes of action, and remedies relating to the Acquired Patents, all rights to bring an action, whether at law or in equity, for infringement or other violation of the Acquired Patents against any third party, all rights to recover damages, profits and injunctive relief for infringement or other violation of the Acquired Patents.
Conveyance and Acceptance. Seller hereby sells, transfers, conveys, assigns and delivers to Assets Buyer, its successors, legal representatives, and assigns all right, title and interest in and to the Acquired Trademarks and Assets Buyer hereby purchases and accepts from Seller the Acquired Trademarks. The Acquired Trademarks include (a) any word, name, symbol, color, designation or device or any combination thereof for use in the course of trade, including any trademark, registered trademark, application for registration of trademark, service xxxx, trade dress, brand xxxx, trade name, registered trade name, application for registration of trade name, brand name, domain name, logo or business symbol, including all common law rights therein, (b) all proceeds, benefits, privileges, causes of action, and remedies relating to the Acquired Trademarks, all rights to bring an action, whether at law or in equity, for infringement or other violation of the Acquired Trademarks against any third party, all rights to recover damages, profits and injunctive relief for infringement or other violation of the Acquired Trademarks, and (c) all goodwill of the business associated with and symbolized by the Acquired Trademarks.
