Purchase and Sale of Assets of the Asset Selling Corporations Sample Clauses

Purchase and Sale of Assets of the Asset Selling Corporations. Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each Asset Selling Corporation to sell, convey, assign and transfer to the Purchaser and the Purchaser shall purchase, acquire and accept from each Asset Selling Corporation, free and clear of all Liens, other than Permitted Encumbrances, all of the respective Asset Selling Corporation's right, title and interest in the assets, properties and rights owned or held by each such Asset Selling Corporation on the date hereof relating solely to the Business or acquired by any of the Asset Selling Corporations solely for the Business in the ordinary course of the Business prior to the Closing (subject to any decreases or dispositions thereof as may occur in the ordinary course of the Business prior to Closing) (collectively, the "Conveyed Assets"). Without limiting the foregoing, the Conveyed Assets shall include all assets, properties and rights reflected on the Financial Statements (except to the extent disposed of in the ordinary course of business since the date thereof but only to the extent permitted by Section 7.2 hereof) and, except as expressly provided otherwise herein, shall include, without limitation, those certain assets, properties and rights described in the following clauses (a) through (j):
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Purchase and Sale of Assets of the Asset Selling Corporations. Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each Asset Selling Corporation to sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase, acquire and accept from each Asset Selling Corporation, free and clear of all Liens, other than Permitted Encumbrances, all of such Asset Selling Corporation's right, title and interest in the assets, properties and rights owned or held by such Asset Selling Corporation on the date hereof relating primarily to the Business or acquired by such Asset Selling Corporation primarily for the Business prior to the Closing (subject to any decreases or dispositions thereof as may occur prior to Closing in the ordinary course of business, and not in violation of Section 7.2 hereof) (collectively, the "Purchased Assets"). The Purchased Assets shall ---------------- include all assets, properties and rights reflected on the Financial Statements (except to the extent disposed of or decreased in the ordinary course of business since the date thereof) and, except as expressly provided otherwise herein, shall include those certain assets, properties and rights described in the following clauses (a) through (q): (a) the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of the Asset Selling Corporations in real property (the "Leased Real Property" and the leases ---------------------- relating to such Leased Real Property, the "Real Property Leases") that are set -------------------- forth on Schedule 2.2(a); ---------------- (b) the Real Property owned by any of the Asset Selling Corporations that are set forth on Schedule 5.14(a); ----------------- (c) the furniture, equipment, machinery, supplies, vehicles, spare parts, tools, personal property and other tangible property owned, leased or licensed by the Asset Selling Corporations and primarily used by the Business (collectively, the "Equipment" and leases relating to such Equipment so leased --------- by the Asset Selling Corporations, the "Equipment Leases"); ----------------- (d) the contracts, licenses (other than Intellectual Property Licenses), agreements and commitments relating solely to the Business (excluding contracts, licenses, agreements and commitments relating to the Excluded Assets) (the "Assumed Contracts"); -------------- (e) the Inventories of the Asset Selling Corporations, and Cash Equivalents to the extent not transferr...
Purchase and Sale of Assets of the Asset Selling Corporations. Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each Asset Selling Corporation to sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase, acquire and accept from each Asset Selling Corporation, free and clear of all Liens, other than Permitted Encumbrances, all of such Asset Selling Corporation’s right, title and interest in the assets, properties and rights owned, held or used by such Asset Selling Corporation on the date hereof relating primarily to the Business or acquired by such Asset Selling Corporation primarily for the Business in the ordinary course of the Business prior to the Closing (subject to any decreases or dispositions thereof as may occur prior to Closing) (collectively, the “Purchased Assets”). The Purchased Assets shall include all assets, properties, goodwill and rights of the Asset Selling Corporations reflected on the Financial Statements (except to the extent disposed of or decreased in the ordinary course of business since the date thereof) and, except as expressly provided otherwise herein, shall include those certain assets, properties and rights described in the following clauses (a) through (q): Back to Contents
Purchase and Sale of Assets of the Asset Selling Corporations. Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each Stock Selling Corporation to sell to Purchaser, and Purchaser shall purchase from each Stock Selling Corporation, free and clear of all Liens, the Shares.
Purchase and Sale of Assets of the Asset Selling Corporations. Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each . Upon the terms and subject to the conditions set forth herein, at the Closing, Pfizer shall cause each Asset Selling Corporation to sell, convey, assign and transfer to the Purchaser and the Purchaser shall purchase, acquire and accept from each Asset Selling Corporation, free and clear of all Liens, other than Permitted Encumbrances, all of the respective Asset Selling Corporation's right, title and interest in the assets, properties and rights owned or held by each such Assex

Related to Purchase and Sale of Assets of the Asset Selling Corporations

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

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