Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement at the Closing, the Seller will sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser will purchase from the Seller, all of the rights, title and interests of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “Purchased Assets”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (AL International, Inc.), Asset Purchase Agreement (AL International, Inc.)
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, Closing the Seller will agrees to sell, transfer, convey, transfer, assign and deliver to the PurchaserBuyer, and the Purchaser will Buyer shall purchase and receive from the Seller, all of the rights, title and interests of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “Purchased Assets”):
(a) All of Seller’s right, title and interest in and to:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Linn Energy, LLC)
Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreement at Agreement, on the ClosingClosing Date, the Seller will shall sell, convey, transfer, transfer and assign and deliver to the PurchaserBuyer, and the Purchaser will purchase Buyer agrees to purchase, receive and accept from the Seller, all of the rights, title and interests of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens Liens, all of Seller's right, title and interest of every kind and nature in and to all of the assets and properties owned or leased by Seller set forth on Schedule 2.1 (collectively, the “"Purchased Assets”"):
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lenco Mobile Inc.)
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement at the Closingcontained herein, the Seller will agrees to sell, conveyassign, transfer, assign and deliver to the PurchaserBuyer, and the Purchaser will Buyer agrees to purchase from Seller, at the SellerClosing on the Closing Date, all of the rightsSeller's right, title and interests of the Seller into interest in and under to all of the assets that are used or useful in connection with of Seller as described below (the Business (other than the Excluded Assets (as defined below)"PURCHASED ASSETS"), includingexcept for assets and those properties specifically excluded by Section 1.2 hereof. The Purchased Assets shall include, without limitationbut not be limited to, the following assets, free and clear of all Liens (collectively, the “Purchased Assets”):following:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vital Living Inc), Asset Purchase Agreement (Vital Living Inc)
Purchased Assets. Upon the terms and subject to the conditions set forth Except as otherwise provided in this Agreement Section 1.2, at the Closing, the Seller will shall sell, conveyassign, transfer, assign transfer and deliver to the Purchaser, and the Purchaser will purchase from the Seller, Buyer all of the its respective rights, title and interests of the Seller into interest in and under to all of the assets that are used its assets, properties and rights, of every type and description, tangible and intangible, wherever located and whether or useful not reflected in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens Records (collectively, the “Purchased Assets”):), including:
Appears in 1 contract
Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, the Seller will sell, conveyassign, transfer, assign convey and deliver to the Purchaser, and the Purchaser will purchase purchase, acquire and accept from the Seller, all of the rights, title and interests assets of the Seller into and under all of the assets that are used or useful held for use in connection with the Business (Business, other than the Excluded Assets (as defined below))Assets, including, without limitation, including the following assets, free and clear assets of all Liens Seller set forth on Schedule 1.1 (collectively, the “Purchased Assets”):), free and clear of all Encumbrances, other than Permitted Encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Purchased Assets. Upon On the terms and subject to the conditions set forth and exceptions contained in this Agreement at the ClosingAgreement, the Seller will agrees to sell, convey, transfer, assign and deliver to the PurchaserBuyer, and Buyer agrees to purchase at the Purchaser will purchase from Closing and on the SellerClosing Date (as each such term is defined below), all of the rightsSeller's right, title and interests interest in and to the following assets and properties of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “"Purchased Assets”"):
Appears in 1 contract
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement at the ClosingClosing Date, the Seller will shall, sell, conveyassign, transfer, assign convey and deliver to the PurchaserBuyer, and the Purchaser will purchase from the SellerBuyer shall acquire, all of the rightsright, title and interest of Seller in and to the following assets, rights and interests used in the operation of the Seller into and under all of the assets that are used or useful in connection with the Business (other than excluding the Excluded Assets (as such term is defined in Section 2.2 below)), including, without limitation, including the following assets, free rights and clear of all Liens interests (collectively, the “"Purchased Assets”"):
Appears in 1 contract
Samples: Asset Purchase Agreement (American Physician Partners Inc)
Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement Agreement, at the Closing, the Seller will hereby agrees to sell, convey, transfer, transfer and assign and deliver to the Purchaser, and the Purchaser will purchase from the Seller, all of the rightsSeller's right, title and interests of interest in and to the Seller into Purchased Assets to Buyer and under all of Buyer hereby agrees, in accordance with Section 2.2 hereof, to purchase the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “Purchased Assets”):.
Appears in 1 contract
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement at the Closingand exceptions contained herein, the Seller will agrees to sell, convey, transfer, assign and deliver to the PurchaserBuyer, and Buyer agrees to purchase at the Purchaser will purchase from Closing and on the SellerClosing Date (as each such term is hereinafter defined), all of the rightsSeller's right, title and interests interest in and to the following assets and properties employed exclusively in the conduct of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “"Purchased Assets”"):
Appears in 1 contract
Purchased Assets. Upon Subject to the terms and subject conditions of this Agreement, Seller hereby agrees at Closing to the conditions set forth in this Agreement at the Closingassign, the Seller will sell, transfer, convey, transfer, assign and deliver to the PurchaserBuyer, and the Purchaser will Buyer hereby agrees to purchase from the SellerSeller at Closing, all of the Seller’s rights, title and interests of the Seller into interest in and under to all of its assets, including, but not limited to, those Assigned Contracts and all other assets listed on the assets that are used or useful in connection with the Business (other than attached Schedule A, but excluding the Excluded Assets (as defined belowthe “Purchased Assets”)), including, without limitation, the following assets, free and clear of all Liens (collectively, the “Purchased Assets”):Liens.
Appears in 1 contract
Samples: Asset Purchase Agreement (Analysts International Corp)
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, the Seller will sell, conveyassign, transfer, assign convey and deliver to the Purchaser, and the Purchaser will purchase purchase, acquire and accept from the Seller, all of the rights, title tangible and interests intangible assets of the Seller into and under all of the assets that are used or useful held for use in connection with the Business (Business, other than the Excluded Assets (as defined below))Assets, including, without limitation, including the following assets, free and clear assets of all Liens Seller set forth on Schedule 1.1 (collectively, the “Purchased Assets”):), free and clear of all Encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreement herein, at the ClosingClosing Date, the Seller will shall sell, conveyassign, transfer, assign transfer and deliver to the Purchaser, and the Purchaser will purchase from the Seller, all of the rightsits right, title and interests of interest in and to the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Purchased Assets (as defined below)), including, without limitation, the following assetsto Buyer, free and clear of all Liens (collectivelyLiens. As used herein, the term “Purchased Assets”):” shall mean all of the property and rights of Seller in and to the following assets:
Appears in 1 contract
Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreement at Agreement, on the ClosingClosing Date, the Seller will shall sell, convey, transfer, transfer and assign and deliver to the PurchaserBuyer, and the Purchaser will purchase Buyer agrees to purchase, receive and accept from the Seller, all of the rights, title and interests of the Seller into and under all of the assets that are used or useful in connection with the Business (other than the Excluded Assets (as defined below)), including, without limitation, the following assets, free and clear of all Liens Liens, all of Seller’s right, title and interest in and to all of the assets of Seller solely related to its Beyond Blockchain Business set forth on Schedule 2.1 (collectively, the “Purchased Assets”):).
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Tech Industries Group, Inc.)
Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, the Seller will sell, conveyassign, transfer, assign convey and deliver to the Purchaser, and the Purchaser will purchase purchase, acquire and accept from the Seller, all of the rights, title and interests assets of the Seller into and under all of the assets that are used or useful held for use in connection with the Business (Business, other than the Excluded Assets (as defined below))Assets, including, without limitation, including the following assets, free and clear assets of all Liens Seller set forth on Schedule 1.1 (collectively, the “Purchased Assets”):), free and clear of all Encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicine Man Technologies, Inc.)