Purchase and Assignment Clause Samples
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Purchase and Assignment. (a) Subject to the terms and conditions set forth in this Agreement, Tidel will sell and assign to NCR, and NCR will purchase, acquire and accept from Tidel, free and clear of all mortgages, pledges, liens, charges, equities, encumbrances, defects in title, security interests, hypothecations, assessments, easements, encroachments, consents, claims, options, reservations, restrictions, condemnation proceedings, burdens or conflicts of all kinds,
(i) all of Tidel's rights under the Purchase Agreement relating to the New NCR ATMs (as defined below) (the rights to be assigned by Tidel to NCR hereunder are hereinafter referred to as the "Assigned Rights"); and
(ii) Tidel's security interest in the New NCR ATMs, to the extent such security interest is not fully released and discharged pursuant to the Purchase Agreement, together with all other rights and interests of Tidel, if any, in and to the New NCR ATMs (the "Other Assigned Assets").
(b) Tidel shall assign the Assigned Rights and the Other Assigned Assets to NCR at the closing under this Agreement (the "Closing"), which shall occur simultaneous with the closing contemplated by the Purchase Agreement.
(c) Except as to liens held by Tidel, which liens are being assigned to NCR as referenced in Articles 1.1(a) and (b) above, the parties acknowledge that any liens on the New NCR ATMs shall be treated by the Bankruptcy Court's Order governing the sale of Purchased Assets (as defined in the Purchase Agreement), and that Tidel shall not be in breach of this Agreement by virtue of any lien existing on New NCR ATMs after the entry of the Bankruptcy Court Order and such Order becoming final and non-appealable.
Purchase and Assignment. Pursuant to Sec▇▇▇▇ ▇▇ ▇▇ ▇he Minerva Note and as provided for under the Ohio Revised Code, as appl▇▇▇▇▇▇, Company desires to, and hereby acquires and assumes, and RWH and Investor desire to and hereby, sell, transfer, assign and convey, all right, title, obligations and interest in, to and under the Minerva Note and Minerva Lien. On the Effective Date, the Company sha▇▇ ▇▇▇ $275,000 i▇ ▇▇▇▇ ▇▇▇ ▇onditionally issue 300,000 shares of its Restricted Common Stock (the "Shares") at a price equal to the Company's most recent sale of capital stock to private investors, or $1.50 per share, to the Investor in consideration for the Minerva Note and Minerva Lien. Company shall have no obligation whats▇▇▇▇▇ ▇o file a r▇▇▇▇▇▇▇▇▇▇▇ statement covering the Shares under the Securities Act of 1933, as amended (the "Act"). RWH hereby releases, indemnifies and holds harmless the Company, its subsidiaries, affiliates, employees, directors, agents and consultants from any claims, liabilities, costs, causes of action, damages and expenses brought as a result of the issuance of the Shares to Investor as provided for herein.
Purchase and Assignment. 2.1 Assignor hereby transfers and assigns the Shares including all rights and obligations connected therewith to Assignee and Assignee herewith assumes and accepts such assignment of the Shares.
2.2 Assignor hereby hands over the physical share certificate representing the Shares or will arrange for it to be handed over to or held on behalf of Assignee and Assignee herewith receives such physical share certificate or agrees that such physical share certificate will be handed over to or held on behalf of Assignee.
2.3 The transfer of the Shares to Assignee is concluded at the time set forth in the Exchange Offer simultaneously with the issue of shares in Assignee to Assignor.
Purchase and Assignment. Client hereby agrees to assign and sell, and does hereby assign and sell, to WFB, as absolute owner, and WFB hereby agrees to purchase, and does hereby purchase, certain Acceptable Accounts of Client selected by WFB for purchase hereunder, without further act or instrument. All purchases of Acceptable Accounts shall be with full recourse to Client. Concurrently with the purchase of each Acceptable Account by WFB, Client shall deliver to WFB an assignment schedule for such Acceptable Account, together with copies of the assigned invoices (or equivalent thereof if Client delivered such invoice to its Customer electronically) and any other information or documentation as requested by WFB in connection with such Acceptable Account.
Purchase and Assignment. On the date hereof and on the terms contained in this Agreement, the Seller hereby sells, conveys, transfers, assigns and delivers to the Buyer, its successors and assigns, and the Buyer hereby purchases, assumes and accepts from the Seller, all of the Seller’s right, title and interest in and to only those assets, rights, goodwill and interests that are identified below (all of the foregoing being referred to collectively as the “Purchased Assets”) to have and to hold forever, together with all rights and privileges thereto:
(a) all contracts, agreements or other arrangements, whether written or oral, with the Seller’s customers listed on Schedule 1.1(a) (collectively, the “Customer Contracts”);
(b) all promotion lists, marketing data and advertising materials used by the Seller in the Business in connection with the Customer Contracts;
(c) all lists of customers, suppliers, vendors, prospects and others having business relationships with the Seller;
(d) all books and records related to the Purchased Assets, including all books and records related to the Customer Contracts, regardless of the medium on which such information is stored or maintained; provided that the Seller shall be entitled to keep a copy of portions thereof in accordance with Section 6.3(b);
(e) all laptops or personal computer equipment or hardware owned by the Seller and used by an employee of the Seller who becomes a Transferred Employee pursuant to Section 6.4, but excluding the Mobile Hardware (as defined below); and
(f) all goodwill associated with any of the Purchased Assets.
Purchase and Assignment. At the Closing (as defined below), in exchange for the Purchase Price and other good and valuable consideration, Seller hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers (collectively, the “Assignment”) to Purchaser all of its right, title and interest in and to the Purchased Shares and all of its rights in and to the EA and the RRA solely with respect to the Purchased Shares being purchased by Purchaser from Seller. Purchaser accepts such Assignment. The purchase and assignment shall be affected by irrevocable written instructions executed by Seller and delivered to the transfer agent of the Company in the form attached hereto as Exhibit “C” hereto.
Purchase and Assignment. 1. The SELLERS sell herewith, with economic effect on March 19, 1999, all capital shares in the COMPANY, with a total nominal value of DM 7,724,255.00 (hereinafter referred to as the "shares"). The PURCHASER herewith accepts the sale. Also sold are all credit balances in the partners' accounts on March 19, 1999, and in particular any of the PARTNERS' claims in respect of loans made to the COMPANY, with the exception of the balance in her private account paid out to Ms. Jutta Geitmann-Ha▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 1, Paragraph 3.
2. The SELLERS herewith assign all SHARES, with economic effect on March 19, 1999, to the PURCHASER, who accepts the same. Also assigned at the same time are all credit balances in the partners' accounts on March 19, 1999, and in particular claims in respect of loans made to the COMPANY. The real transfer of title to the SHARES and all credit balances in the partners' accounts on March 19, 1999, with the exception of the item specified in Section 1, Paragraph 3, is subject to the following suspensive conditions:
a) Payment in full of the purchase price as specified in Section 3, Paragraph 1; b) The transfer of the STOCK and any associated documents as specified in Section 3, Paragraph 2; c) The satisfaction of the PURCHASER's obligations as per Section 4, Paragraphs 2 and 3; d) The acquisition of all SHARES by the SELLERS. The day upon which the suspensive conditions listed above at a) to d) have been satisfied is referred to hereinafter as the "COMPLETION DATE".
Purchase and Assignment. Subject to and upon all of the terms and conditions hereinafter set forth, Assignor shall sell, transfer, assign, convey and deliver unto Assignee, as of the Effective Date, all of Assignor’s right, title and interest in and to the Producing Properties as described in Exhibit “B”, and Assignee shall purchase, receive, pay for and accept all of the interest of Assignor in the Producing Properties as described in Exhibit “B” from Assignor, as of the Effective Date. Assignor makes this sale without representative covenants or warranties as to title or quantum of interest conveyed, either express or implied.
Purchase and Assignment. Pursuant to the purchase of ElectSolve by IPKeys, ElectSolve has granted and assigned to IPKeys all of its rights, title, and interest in, to and under, all of its rights, duties and obligations arising out of or relating to the Agreement, as amended.
Purchase and Assignment. For good and valuable consideration, including the payment of $200,000 to Edison Nation, Edison Nation, as Assignor, sells, assigns, and transfers to the Purchaser - Assignee all right, title, and interest in and to inventory relating to Amazon accounts (“Inventory”).