Purchase and Sale of Sellers Assets Sample Clauses

Purchase and Sale of Sellers Assets. (a) With the exception of those tangible assets which Buyer has elected to exclude in accordance with subsection (b) below, and otherwise subject to the terms and conditions of this Agreement, Sentex shall cause Seller to, and Seller shall, sell, convey, transfer, assign and deliver to Buyer at the Closing (as hereinafter defined), free and clear of all liens, security interests, mortgages, encumbrances and restrictions, other than as provided herein, all of Seller's assets and properties of every kind, nature and description, whether tangible or intangible (collectively, the "PURCHASED ASSETS"), including, without limitation, the following assets of Seller:
Sample 1
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Purchase and Sale of Sellers Assets. (a) Subject to the terms and conditions of this Agreement, Seller shall, sell, convey, transfer, assign and deliver to Buyer at the Closing (as hereinafter defined), free and clear of all liens, security interests, mortgages, encumbrances and restrictions, other than as provided herein, all of Seller's assets and properties used exclusively in the operation of the Business of every kind, nature and description, whether tangible or intangible (collectively, the "Business Assets"), together with the assets of the Seller listed on Schedule 1.01(a) which are used by the Seller in the operation of the Business, but are not used exclusively in the operation of the Business (collectively, the "Additional Assets"; the Business Assets and the Additional Assets together, the "Purchased Assets"), but not including the Excluded Assets (as hereinafter defined). The Business Assets include any of the below categories of Seller's assets, including, without limitations, those specifically listed on certain Schedules to this Agreement.
Sample 1
Purchase and Sale of Sellers Assets. Subject to all of the terms and conditions of this Agreement, at the Closing, Seller hereby agrees to sell, transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, free and clear of all liens, claims, charges, restrictions, security interests, equities, proxies, pledges or encumbrances of any kind, except as otherwise provided herein, the following assets to the extent of Seller's ownership or rights therein (the "Sale Assets"):
Sample 1
Purchase and Sale of Sellers Assets. At the Closing (as hereafter defined), Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase, accept, assume and receive, all right, title and interest in, to or arising from the Business, as a going concern, including the Purchased Assets, but excluding the Excluded Assets.
Sample 1
Purchase and Sale of Sellers Assets. At the closing of the transactions contemplated by this Agreement (the "Closing"), Seller will sell to Purchaser, and Purchaser will purchase from Seller, all assets exclusively associated with Seller's receivables management, teleservices and accounts collection business (the "Business"), including certain accounts, certain accounts, certain liabilities and certain assets of Seller.
Sample 1
Purchase and Sale of Sellers Assets 
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Related to Purchase and Sale of Sellers 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 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 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 Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • 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 Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • 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 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 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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