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. Except as set forth herein, all purchases of Purchased Accounts shall be without recourse to Client. Concurrently with the purchase of each Purchased Account, Client shall deliver to WFB an assignment schedule for such Purchased 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 Purchased 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. Seller hereby transfers and assigns to Purchaser all right, title, and interest in and to the Domain Names. Notwithstanding anything herein to the contrary, the provisions of this Agreement shall be subject to the provisions of the APA, and, if and to the extent the provisions of this Agreement are inconsistent in any way with the provisions of the APA, the provisions of the APA shall be controlling.
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. RLS will Purchase approved Contracts from Dealer by remitting funds, in the agreed amount for each Contract and in exchange, Dealer will execute a valid Assignment of the Contract to RLS. RLS may, at their sole discretion, withhold funds from said Purchase and/or agreement or rescind any Approval if Dealer is not in compliance with any terms or conditions of this agreement or if Dealer owes funds in any amount and for any reason to RLS.
Purchase and Assignment. Upon the terms and subject to the conditions of this Agreement:
(a) Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer, on the Effective Date, free and clear of all Liens, all right, title and interest of Seller in and to the Transferred Payments.
(b) For and in consideration of the sale, assignment and transfer of the Transferred Payments, Buyer shall pay to Seller, on the Effective Date, Four Million Dollars ($4,000,000) (the “Purchase Price”) by fedwire transfer of immediately available funds to Seller’s bank account in the United States, as provided in Exhibit A attached hereto.
(c) Upon the satisfaction or waiver of the conditions set forth in Article V, the closing shall take place at the Princeton office of Xxxxxx, Xxxxx & Xxxxxxx LLP or at such other place as the Parties may agree.
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. 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”).
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-Haxxx xx xxx Xxxxxxx 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".
