Description of Acquired Assets Sample Clauses

Description of Acquired Assets. Subject to the terms and conditions of this Agreement, Sellers agree to sell and convey and Purchaser agrees to purchase and acquire all of Sellers’ right, title and interest (whether now or hereafter existing) in and to the following described property (all of which is herein collectively referred to as the “Acquired Assets”):
Sample 1
AutoNDA by SimpleDocs
Description of Acquired Assets. For purposes of this Agreement, the term “Acquired Assets” shall mean the following:
Sample 1
Description of Acquired Assets. The Acquired Assets shall include, but are not limited to, the assets of Seller identified in this Section 1.2, except to the extent any such assets are specifically identified as Excluded Assets in Section 1.3 of this Agreement:
Sample 1
Description of Acquired Assets. At the Closing (as defined in Section 1.6), Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title, and interest in or to the Acquired Assets, including without limitation the assets listed on the attached SCHEDULE 1.2 and all shares of Sub common stock, par value $0.00001 per share (the "SUB CAPITAL STOCK"), such common stock representing all the outstanding capital stock of Sub. Buyer acknowledges that any income accruable to Sub from Seller for Seller's use of Sub's technology will be dividended to Seller prior to the Closing (and the receivable set forth on the Sub Balance Sheet (as defined in Section 2.6) will be used to satisfy such dividend amount).
Sample 1
Description of Acquired Assets. At the Closing (as defined in ------------------------------ Section 1.6), Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title, and interest in or to the Acquired Assets, including without limitation the assets listed on the attached Schedule 1.2 and all shares of Sub common stock, par value $0.00001 per share ------------ (the "Sub Capital Stock"), such common stock representing all the outstanding capital stock of Sub. Buyer acknowledges that any income accruable to Sub from Seller for Seller's use of Sub's technology will be dividend to Seller prior to the Closing (and the receivable set forth on the Sub Balance Sheet (as defined in Section 2.6) will be used to satisfy such dividend amount).
Sample 1

Related to Description of Acquired Assets

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

Time is Money Join Law Insider Premium to draft better contracts faster.