Purchased Assets to be Transferred Sample Clauses

Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined herein), and Buyer hereby agrees to purchase from Seller, all of the Seller's right, title and interest in, to and under all of the business, properties, assets, goodwill, rights and claims and property owned by Seller and used in the business of the Schools of the types set forth below (the "Purchased Assets"), free and clear of all mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature except as described on Schedule 5.8(b) (such --------------- mortgages, pledges, liens, etc., as described on Schedule 5.8(b), the "Permitted --------------- Exceptions"), and except for the Excluded Assets (as defined in Section 1.2 hereof):
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Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined in Section 3.1), and Buyer hereby agrees to purchase from Seller at the Closing, all of the Seller's right, title and interest in and to all of the assets owned or used by Seller in connection with or relating to the Business, whether tangible or intangible, whether real or personal and wherever located (other than the Excluded Assets as defined in Section 1.2) (the "Purchased Assets"), free and clear of all mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature, except as otherwise described in Schedule 5.4 (the "Permitted Exceptions"), including without limitation, the following:
Sample 1
Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase and accept, the Purchased Assets, free and clear of any mortgage, security interest, pledge, lien, charge or other encumbrance (each, an “Encumbrance”). The Seller expressly agrees that the sale of the Purchased Assets constitutes a transfer of all of the Seller’s rights with respect to the Purchased Assets, and that the Seller neither reserves, nor has granted, nor is aware of, any rights to market or otherwise transfer the Purchased Assets. The “Purchased Assets” shall mean, and consist of the name WebSafety, all source and object code versions of the WebSafety software, the content of the website wxx.xxxxxxxxx.xxx, and any code, modules, libraries, routines, functions, applications, databases, interfaces, filters, and components included or related to any of the foregoing, including, without limitation, the software identified in Schedule 1.1(a) (the “Software”), the Uniform Resource Locator on the world wide web for WebSafety (the “URL”), and all of the rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) that relate to the Software, including the following:
Sample 1
Purchased Assets to be Transferred. Subject to the terms and ---------------------------------- conditions of this Agreement, the Selling Parties hereby agree to sell, assign, convey, transfer and deliver to Buyer, and Buyer hereby agrees to assume the Assumed Liabilities (as defined in Section 2.3 below) from the Selling Parties and to purchase from the Selling Parties, all of the Selling Parties' right, title and interest in and to the following assets (the "Purchased Assets"), subject to all existing mortgages, pledges, liens, claims, restrictions, encumbrances, options, rights and security interests of any kind or nature, including the Permitted Exceptions (as defined in Section 5.8.3 below), and except for the Excluded Assets (as defined in Section 1.2 below):
Sample 1
Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Sellers hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined herein), and Buyer hereby agrees to purchase from Sellers, all of the Sellers' right, title and interest in, to and under all of the business, properties, assets, goodwill, rights and claims and property owned by Sellers and used in the business of the Schools of the types set forth below (the "PURCHASED ASSETS"), free and clear of all mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature except for the "Permitted Exceptions" (as such term is defined in Section 5.07(c)), and except for the Excluded Assets (as defined in Section 1.02 hereof):
Sample 1
Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer at the Closing (as defined in Section 2.2.1 hereof), and Buyer hereby agrees to purchase from Seller at the Closing, all of the Seller's right, title and interest in and to all assets and property owned by Seller and used in the business of the School, as set forth below (the "PURCHASED ASSETS"), subject to all existing mortgages, pledges, liens, claims, restrictions, encumbrances and security interests of any kind or nature, consisting of the Assumed Liabilities and as otherwise described in Schedule -------- 5.8(b) (collectively the "PERMITTED EXCEPTIONS"), and except for the Excluded ------ Assets (as defined in Section 1.2 hereof):
Sample 1
Purchased Assets to be Transferred. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Seller shall sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser shall purchase and accept, all of the rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) that are generally described in subparagraphs (a) through (d) below that relate to the Software (as defined in Schedule 1.1(a)(i) hereto) (collectively, the “Purchased Assets”). The Purchased Assets shall constitute the following:
Sample 1
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Related to Purchased Assets to be Transferred

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Assets to be Purchased (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign, deliver, and the Buyer shall receive from the Seller, the following properties, assets and other claims, rights and interests of the Seller:

  • 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):

  • 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”):

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Fund’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"):

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