Purchase and Sale of Business Assets Sample Clauses

Purchase and Sale of Business Assets. 1.1 Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, the following tangible and intangible assets and properties of the Business as of the Closing Date (the “Assets”):
Sample 1
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Purchase and Sale of Business Assets. 7 2.2 PURCHASE AND SALE OF PC ASSETS.......................8 2.3
Sample 1
Purchase and Sale of Business Assets. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the each Seller, and each Seller agrees to sell, convey, transfer, assign and deliver, and cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, on the Closing Date, against the receipt by the Sellers of their respective portion of the consideration specified in Section 3.1, the Business Assets owned by such Seller, free and clear of any Encumbrances except Permitted Encumbrances. Except as otherwise set forth herein, the term "Business Assets" shall mean all of the rights, title and interests of each Seller in and to the properties or assets used in or relating to the conduct of its portion of the Business on the Closing Date, tangible and intangible, real, personal and mixed, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto, other than the PC Assets and the Excluded Assets. Except as otherwise set forth herein, the Business Assets shall include but are not limited to each Seller's right, title and interest to the following categories of properties or assets relating to the Business:
Sample 1
Purchase and Sale of Business Assets. Subject to and upon the terms and conditions set forth in this Agreement, the Sellers shall sell, and the Warrantors shall procure that the Sellers will, transfer, convey, assign and deliver to the Purchaser, and the Purchaser, in relying on the Warranties, representations and undertakings in this Agreement, shall purchase or acquire from the Sellers, at Completion, all rights, title and interest of the Sellers in and to certain of the properties, assets and rights of every nature, kind and description, tangible and intangible (including Intellectual Property (as defined below)), whether accrued, contingent or otherwise, and whether now existing or hereinafter acquired primarily relating to or used or held for use in connection with the Business as the same may exist on the Completion Date (collectively, the “Assets”) free from and clear of all liabilities, obligations, liens and Encumbrances, including without limitation, all those items in the following categories that conform to the definition of the term “Assets”:
Sample 1
Purchase and Sale of Business Assets. (a) Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions hereof, at the Closing, Parent shall, and Parent shall cause the other Selling Companies to, sell, convey, assign and transfer to Buyer and the Designated Buyer Subsidiaries as set forth in Schedule 2.2(a), and Buyer agrees to (and to cause such Designated Buyer Subsidiaries to) purchase, acquire and accept from the Selling Companies, free and clear of all Encumbrances, other than Permitted Encumbrances and Encumbrances created in connection with the transactions contemplated herein, the following assets of Parent and its Affiliates (collectively, the “Business Assets”) (such transaction, the “Asset Sale”):
Sample 1
Purchase and Sale of Business Assets 
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Related to Purchase and Sale of Business 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

  • 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 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 Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • 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 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 the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • 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 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.

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