Sale and Assignment of Assets. Subject to and on the terms and conditions set forth in this Agreement, Buyer will purchase from Symantec and Symantec will sell, assign, convey, transfer and deliver to Buyer the following assets (collectively the "ASSETS"):
(a) All the right, title and interest of Symantec in and to all software programs of Symantec pertaining directly and primarily to the Business, including those described in Exhibit A-1 (the "PROGRAMS"), and in and to all tools owned by Symantec to the extent that they pertain directly and primarily to the Business, including those described in Exhibit A-2 (the "TOOLS"), including, but not limited to, all source codes, computer software programs, algorithms, specifications, encoding techniques, descriptions, layouts, diagrams, reports, test and other data and programs, and all related documentation and information, for the current versions of the Programs and the Tools, including all source code, object code, marketing rights, patents, patent rights,
Sale and Assignment of Assets. Seller does hereby sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer all of Seller’s right, title and interest in, to and under those certain assets of Seller transferred to Seller pursuant to the (a) Quitclaim Foreclosure Xxxx of Sale, dated as of January 18, 2008 between RFC BB Holdings, LLC., in its capacity as secured party, and Seller, in its capacity as buyer, and (b) Foreclosure Assignment of Trademarks, dated as of January 18, 2008, by Bravo! Brands, Inc. in favor of Seller, including but not limited to, the assets set forth on Schedule 1.1 attached hereto (collectively, the “Assets”), and Buyer hereby agrees to purchase all of Seller’s right, title and interest in, to and under all of the Assets under the terms of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL OF SELLER’S INTERESTS IN, TO AND UNDER THE ASSETS SHALL BE CONVEYED TO BUYER ON A “QUITCLAIM”BASIS, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, CONTENT, OR CONDITION OF THE ASSETS, TITLE, MERCHANTABILITY, OR FITNESS OF THE ASSETS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HERBY DISCLAIMED. BUYER IS ACQUIRING SELLER’S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE ASSETS IN AN “AS IS” AND “WHERE IS” CONDITION. BUYER HAS ASSESSED THESE MATTERS TO ITS SATISFACTION. IN NO EVENT, SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS CONVEYENCE.
Sale and Assignment of Assets. Pursuant to the terms and subject to the conditions of the Master Transaction Agreement, BMS and the Selling Affiliates do hereby sell, transfer, assign and convey to Purchaser and its successors and assigns all of the right, title and interest of BMS and the Selling Affiliates in, to and under the Collaboration Assets.
Sale and Assignment of Assets. Upon the terms of and subject to the conditions of the Purchase Agreement and the License Agreement, Seller hereby sells, transfers, assigns and conveys to Buyer all of its right, title and interest in and to the Purchased Assets.
Sale and Assignment of Assets. The Seller does hereby sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser hereby purchases from the Seller, free and clear of all liens, claims, interests and Encumbrances (other than Permitted Encumbrances), all of the Seller’s right, title and interest in and to the following:
(i) the BPH Business as a going concern;
(ii) the goodwill of the Seller relating to the BPH Business;
(iii) all the Owned Real Property, if any, and all leasehold rights in respect of the Leased Real Property, if any;
(iv) all furniture, fixtures, equipment, machinery, vehicles and other tangible personal property primarily used in the conduct of the BPH Business and not otherwise included in clause (iii) above;
(v) all Control Units, wherever located (including at customer sites), owned by the Seller;
(vi) all Inventories;
(vii) all Receivables arising from the conduct of the BPH Business following the Closing Date;
(viii) all prepaid items, including any ad valorem Taxes, leases and rentals, related to the BPH Business; Table of Contents
(ix) all books of account, general, financial, Tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and any rights thereto owned, associated with or employed by the Seller in connection with the BPH Business, including all correspondence records related to the Product Approvals;
(x) all the Seller’s right, title and interest in, to and under the BPH Intellectual Property and the Seller IP Agreements, copies and tangible embodiments thereof in whatever form or medium, and all rights to xxx and recover damages, costs and attorney’s fees for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof;
(xi) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, or equipment, or components thereof) related to the BPH Business pertaining to or inuring to the benefit of the Seller; provided, that, all damages, awards, payments and reimbursements of costs inuring to the benefit of the Seller (including all structured settlement or deferred payment awards and rights to insurance proceeds) arising out of any Action commenced prior to the Closing shall be owned by the Seller, subject to (A) any rights...
Sale and Assignment of Assets. Subject to the terms and conditions contained in this Agreement, Seller hereby agrees to sell convey, transfer, assign and deliver to Buyer, free and clear of any judgment, mortgage, pledge, lien, conditional sale agreement, security interest, option, or other encumbrance or claim of any nature whatsoever (other than liens which relate to liabilities expressly assumed by Buyer hereunder), all of Seller's right, title and interest in and to the following assets ("Assets"): (i) its insurance customer lists, expiration lists and records, book of business, business records, files and daily reports; (ii) all furniture, fixtures and equipment identified on Schedule 1 attached hereto, all of which are used in, or form a part of, Seller's insurance agency business; (iii) all of its rights and interest in and to its agency agreements with those insurance companies for which it acts as agent, including all contingency and profit sharing agreements with such companies; (iv) certain maintenance and other agreements listed on Schedule 1; (v) all of its rights or interests in restrictive covenants or other agreements protecting or prohibiting any of the accounts transferred in (i) above from being solicited by others;
Sale and Assignment of Assets. (a) The Seller hereby sells, transfers, conveys, assigns, sets over and delivers to the Buyer, its successors and permitted assigns, effective as of the Closing Date, all of the Seller's right, title and interest in, to and under the Assets.
(b) The Seller hereby constitutes and appoints the Buyer the true and lawful agent and attorney in fact of the Seller, with full power of substitution and resubstitution, in whole or in part, in the name and stead of the Seller but on behalf and for the benefit of the Buyer and its successors and assigns, fiom time to time:
(i) to demand, receive and collect any and all of the Assets and to give receipts and releases for and with respect to the same, or any part thereof;
(ii) to institute and prosecute, in the name of the Seller or otherwise, any and all proceedings at law, in equity or otherwise, that the Buyer or its successors and assigns may deem proper in order to collect or reduce to possession any of the Assets and in order to collect or enforce any claim or right of any kind hereby assigned or transferred, or intended so to be; and
(iii) to do all things legally permissible, or legally required, as reasonably deemed by the Buyer to be required to recover and collect the Assets and, in so doing, to use the Seller's name in such manner as the Buyer may reasonably deem necessary for the collection and recovery of the same. The Seller hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by the Seller.
Sale and Assignment of Assets. Pursuant to the terms and subject to the terms and conditions of the Purchase Agreement, effective as of the date hereof, Assignor does hereby sell, convey, deliver, transfer and assign to Assignee and its successors and assigns, and Assignee does hereby take delivery of, accept and acquire from Assignor, all of Assignor’s right, title and interest in, to and under the Intellectual Property Rights described on Schedule A to this Agreement.
Sale and Assignment of Assets. Pursuant to the Purchase Agreement, Exodus, on behalf of Sub, has on the date hereof purchased the Assets of Arca from CyberGuard. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, Seller does hereby sell, assign, bargain, transfer, convey and deliver unto Sub all of the right, title and interest in and to the Assets.
Sale and Assignment of Assets. Seller hereby sells, transfers, assigns, delivers and relinquishes to Buyer, in perpetuity, free and clear of all Liens, all right, title and interest of Seller in, to and under the Acquired Assets. Notwithstanding anything to the contrary contained herein, the Acquired Assets shall not include any of the Excluded Assets.
