Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, the following properties, assets and other claims, rights and interests:
Delivery of the Assets. Delivery of the Assets shall be made by the Company to the Purchaser at the Closing by delivering such warranty deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of assignment, conveyance and transfer, and such powers of attorney, as shall be effective to fully vest in the Purchaser good and valid title to, and the right to full custody and control of, all of the Assets, free and clear of all Liens (except for Permitted Liens), in each case in form and substance reasonably satisfactory to the Purchaser and its counsel.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver, and cause its Affiliates (as defined in Section 2.6) to sell, transfer, convey, assign and deliver, to the Buyer, and the Buyer shall purchase from the Seller and such Affiliates, all of the assets, tangible and intangible, of every kind and nature owned or used by Seller exclusively in connection with the operation of the Acquired Business (collectively, the "Assets"), which Assets include those which are set forth on Schedule 1.1 attached hereto and the following properties, assets, rights and interests:
Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”), FabriSteel shall sell, transfer, convey, assign and deliver to Xxxxxxxxx, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to:
Delivery of the Assets. At the Closing, the Asset Owners shall duly endorse for transfer and deliver to the Purchaser (or its assignee) the Assets and such other Conveyancing Documents as are necessary to transfer to Purchaser (or its assignee) good and marketable title to the Assets free and clear of any Liens.
Delivery of the Assets. (a) Subject to and upon the terms and conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the "CLOSING"), Seller shall sell, transfer, convey and assign, to Newco, and Newco shall purchase from Seller, the following properties, assets, rights and interests, wherever located, whether or not carried or reflected on the books and records of Seller and whether or not carried in the name of Seller or one or more Affiliates (as defined below) of Seller (the "ASSETS"):
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, except as specifically provided in Section l.l(b) hereof, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except as otherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of the Seller or which are used in the Business of whatever kind, character or description, whether real, personal or mixed, tangible or intangible, wherever situated, including without limitation:
Delivery of the Assets. TRANSFERORS have, or will have on the Closing Date, good and marketable title (which includes leasehold title if applicable) to the Assets to be transferred to ACQUIROR on the Closing Date. (see: Exhibit A – Schedule of Assets; Exhibit F – Assignment of Patents and Intellectual Property).
Delivery of the Assets. Except to the extent otherwise set forth in this Agreement, Sobi shall within Thirty (30) Business Days after the Effective Date deliver to IPC all Assets that are capable of being physically delivered. Sobi shall deliver such Assets Ex Works (EXW), Sobi’s premises in Stockholm (construed in accordance with Incoterms 2010). Transfer of electronic records will be performed as described in the Electronic Records Transfer Plan enclosed to Schedule 1.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, except as specifically provided in Section 1.3 hereof, at the closing of the transactions contemplated by this Agreement (the "Closing"), PLATO shall sell, transfer, convey, assign and deliver to Inclusion, and Inclusion shall purchase from PLATO, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except as otherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of PLATO which are necessary to conduct the Business as it is conducted as of the date hereof, and which are otherwise owned by PLATO, whether reflected on the financial statements of PLATO or not, of whatever kind, character or description, whether real, personal or mixed, tangible or intangible, wherever situated, including without limitation:
