Purchase and Sale of Purchased Assets; Excluded Assets Sample Clauses

Purchase and Sale of Purchased Assets; Excluded Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in, to and under the Purchased Assets free and clear of all Liens, other than Permitted Liens and Liens imposed by Buyer. Nothing herein contained will be deemed to sell, transfer, assign, convey or deliver the Excluded Assets to Buyer, and Seller will retain all right, title and interest to, in and under the Excluded Assets.
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Purchase and Sale of Purchased Assets; Excluded Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Asset Sellers shall sell, assign, transfer, convey and deliver to the applicable Asset Buyers, and Buyer shall cause the applicable Asset Buyers to purchase, acquire and accept from each Asset Seller, free and clear of Encumbrances, other than Permitted Encumbrances, all of the Purchased Assets. Notwithstanding any of the foregoing, to the extent it is contemplated that any Purchased Assets are to be transferred, conveyed or licensed to Buyer, one or more of the Designated Buyers, or one or more of the Asset Buyers pursuant to an Ancillary Agreement, such Purchased Assets shall be transferred, conveyed or licensed to Buyer, one or more of the Designated Buyers, or one or more of the Asset Buyers, as the case may be, pursuant to such Ancillary Agreement (other than a Local Purchase Agreement) and not hereunder.
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Purchase and Sale of Purchased Assets; Excluded Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, ASD shall cause the applicable Americas Asset Sellers to sell, assign, transfer, convey and deliver to the applicable Americas Asset Buyers, and Americas Buyer shall cause the applicable Americas Asset Buyers to purchase, acquire and accept from each Americas Asset Seller, free and clear of Encumbrances, other than Permitted Encumbrances, all of such Americas Asset Seller’s right, title and interest in and to the Americas Purchased Assets. Notwithstanding any of the foregoing, to the extent it is contemplated that (i) any Americas Purchased Assets are to be transferred, conveyed or licensed to one or more of the Americas Asset Buyers pursuant to an Ancillary Agreement, such Americas Purchased Assets shall be transferred, conveyed or licensed to one or more of the Americas Asset Buyers, as the case may be, pursuant to such Ancillary Agreement and not hereunder and (ii) any Americas Purchased Assets, Americas B&K Companies Stock or Directly Transferred Americas Joint Venture Interests are to be transferred, conveyed or licensed to the relevant Americas Buyer or one or more of its Designated Buyers pursuant to a Local Purchase Agreement, such Americas Purchased Assets, Americas B&K Companies Stock or Directly Transferred Americas Joint Venture Interests shall be transferred, conveyed or licensed to the applicable Designated Buyers pursuant to such Local Purchase Agreement.
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Related to Purchase and Sale of Purchased Assets; Excluded Assets

  • 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.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • 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.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • 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:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • 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.

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