Purchase and Sale of Assigned Assets Sample Clauses

Purchase and Sale of Assigned Assets. Subject to the terms and conditions set forth in this Agreement and the Transition Services Agreement, at and effective as of the applicable assignment date set forth on Schedule 2.1.1 for each category of asset listed therein, and if no such assignment date is specified for any such category of assets (or if such category of asset is not listed), as of the Closing (such date or an earlier date on or after the Closing if otherwise agreed in writing by the Parties, the “Assignment Date”), JT, on behalf of itself shall, and shall cause its applicable Affiliates to, sell, convey, assign, transfer and deliver to Gilead or an Affiliate thereof designated by Gilead on such Schedule or notified by Gilead to JT prior to the Assignment Date, and as of the Assignment Date, Gilead shall, or shall cause its applicable Affiliate to, purchase and accept, all of JT’s or its Affiliate’s right, title and interest in and to the Assigned Assets, free and clear of all Encumbrances. As used in this Agreement, “Assigned Assets” shall mean the Assigned Regulatory Approvals, Regulatory Documentation, Assigned Know-How, and Assigned Contracts, including any Work Product (as defined in Transition Services Agreement) to the extent provided under the Transition Services Agreement, and in addition, to the extent solely used in or held for use for or relating to the Japan HIV Products Business, any other assets owned or controlled by JT or its Affiliates in the categories set forth on Schedule 2.1.1.
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Purchase and Sale of Assigned Assets. Upon payment of the Initial Payment as set forth in Section 3, and subject to the terms and conditions set forth herein, Seller agrees to assign, and hereby assigns, to Buyer all of its right, title and interest in and to all Assigned Assets. To the extent that any moral rights relating to or constituting part of the Assigned Assets cannot be assigned under applicable law, Seller hereby waives and agrees not to assert against Buyer any and all such moral rights.
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Related to Purchase and Sale of Assigned Assets

  • 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 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

  • 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 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.

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • 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 Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

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