Sale and Conveyance. Seller hereby sells, transfers and conveys unto Buyer, its successors and assigns, all right, title and interest of Seller in and to the Personal Property.
Sale and Conveyance. Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller, upon the terms and conditions of this Agreement.
Sale and Conveyance. 3 Section 2.1 Sale.........................................................................................3 Section 2.2
Sale and Conveyance. (a) Each Originator hereby sells, assigns and conveys to the Buyer, and the Buyer hereby acquires from each Originator, all of each such Originator’s right, title and interest in and to the Purchased Assets with respect to such Originator. None of the Buyer, the Administrative Agent or the Purchasers shall have any obligation or liability to any Obligor, customer or client of any Originators (including the obligation to perform any of the obligations of any Originator under any Receivable or Contract). No such obligation or liability is intended and none is assumed and any assumption therefor is hereby disclaimed.
(a) In the event that the sale of the Purchased Assets pursuant to this Section 2.1 is considered to be a financing for any applicable legal purpose, each Originator shall be deemed to have granted to the Buyer, and each Originator hereby grants to the Buyer, a first priority, continuing security interest in all of such Originator’s right, title and interest in and to the Purchased Assets to secure the claims of the Buyer in and to the Purchased Assets. To secure all of each of the Originator’s obligations under this Agreement or any other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, each Originator hereby grants to the Buyer a security interest in all of such Originator’s right, title and interest now or hereafter existing in and to the Purchased Assets. The Buyer shall have, with respect to the property described in this Section 2.1(b), and in addition to all the other rights and remedies available to the Buyer, all the rights and remedies of a secured party under any applicable UCC.
Sale and Conveyance. Seller hereby sells, transfers and conveys unto Buyer, its successors and assigns, all right, title and interest of Seller in and to the Personal Property. SELLER MAKES NO AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE PERSONAL PROPERTY OR ANY PART THEREOF, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE OR USE, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR THE CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
Sale and Conveyance. As a portion of the Exercise Consideration the Gothic Parties will convey and assign to the CEC Parties all of the Gothic Parties' right, title and interest in and to the Properties (as defined below) free and clear of any and all liens, claims and encumbrances. The Properties assigned to the CEC Parties will be assigned pursuant to the form of assignment at Schedule "(a)" attached as a part hereof with appropriate schedules attached to describe the Properties as set forth in Schedule "4.1
Sale and Conveyance. Seller hereby sells, transfers and conveys unto Purchaser, its successors and assigns, without warranties, express or implied, all right, title and interest of Seller in and to the Assets, including any third party warranties relating thereto. Seller warrants that the Assets are being conveyed free and clear of all liens, charges and encumbrances and has not been conveyed to any other party.
Sale and Conveyance. 2.1 Sale and Conveyance ------------------- In consideration of the payment to Vendor by Purchaser of the Purchase Price, Vendor hereby sells, assigns, transfers, conveys and sets over unto Purchaser the Assets, and Purchaser hereby purchases and accepts directly from Vendor, the Assets, to have and hold the same, together with all benefit and advantage to be derived therefrom, subject to and in accordance with the terms of this agreement. Subject to all other provisions of this agreement, title to, possession of beneficial ownership of and risk in respect of the Assets shall be passed to the Purchaser on the date hereof.
Sale and Conveyance. At the Closing (as hereinafter defined), subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Xxxxx agrees to purchase from Seller, the Property for the purchase price of Two Million and No/100ths Dollars ($2,000,000) (“Purchase Price”). On or around November 1, 2019, Buyer paid to Seller a cash payment equal to $2,000,000 (the “Advance”), which Advance shall be deemed paid toward the 42718402 31381300 Purchase Price at Closing, or should the Closing not occur and this Agreement is terminated, such Advance shall be fully refundable to Buyer by Seller and the Shareholders in accordance with Section 8.3 of the Merger Agreement. As part of any Closing under this Agreement, the Property would be conveyed by a limited warranty deed free and clear of any and all Liens and subject only to the Permitted Exceptions.
Sale and Conveyance. Seller hereby sells, assigns, transfers and conveys to Buyer all of Seller’s right, title and interest in and to (i) a 34% Ownership Interest in the Company and all rights and benefits related thereto, under the Operating Agreement, or pursuant to applicable laws, including, without limitation, all capital, capital accounts, voting rights, rights to share in profits and losses, rights to distributions and other rights and benefits, including without limitation Seller’s rights to a Sales and Marketing Agreement with Seller or Seller’s parent company as contemplated by Section 3.3(b) of the Operating Agreement, and (ii) all right, title and interest of Sellers in and to the Project (the “Conveyed Interests”), free and clear of any Encumbrances. Buyer hereby accepts all right, title and interest of Seller in and to all of the Conveyed Interests. Seller shall cease to be a member of the Company as of the Effective Date and hereby resigns and withdraws as a member, manager, officer or other representative of the Company.
