Purchase and Sale of Ip Assets Sample Clauses

Purchase and Sale of Ip Assets. BTR/ALI hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and acquires from BTR/ALI, all right, title, and interest in and to the IP Assets, free and clear of all liens, security interests, and encumbrances of any kind or nature. BTR/ALI, on behalf of itself and its Affiliates, acknowledges and agrees that Buyer shall, upon the Effective Date, be deemed the successor-in-interest to the IP Assets for the purposes of attorney-client, attorney work product and similar privileges.
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Purchase and Sale of Ip Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Company shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from Company, free and clear of all Encumbrances, all of Company’s right, title and interest, as of the Closing, in and to the IP Assets, including without limitation the right to xxx and recover damages for past, present and future infringement.
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Purchase and Sale of Ip Assets. On the terms and subject to the conditions set forth in this Agreement, IP Sellers and Sellers shall sell, assign, convey, transfer and deliver to Buyer on the Closing Date, and Buyer shall purchase and acquire free and clear of all Encumbrances (other than Permitted Encumbrances) from IP Sellers and Sellers, all of IP Sellers' and Sellers' respective right, title and interest existing as of the Closing Date in and to all Intellectual Property and lists, data, records and other information relating to such Intellectual Property primarily relating to the Businesses (except for the Retained Assets) wherever located and by whomever possessed, along with all of IP Sellers' and Sellers' interests in goodwill relating thereto and income, royalties, damages and payments accrued, due or payable as of the Closing Date or thereafter (including damages and payments for past, present and future infringements or misappropriations thereof, the right to xxx and recover for past, present and future infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world), including, without limitation, the following Intellectual Property and lists, data, records and other information relating to such Intellectual Property:
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Purchase and Sale of Ip Assets 
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Related to Purchase and Sale of Ip Assets

  • 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 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 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 Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • 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 Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • 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 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 the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • 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.

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