Sale and Purchase of Purchased Assets. In accordance with the provisions of this Agreement and except as set forth in Section 2.2, at the Closing, the Sellers will sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Sellers, free and clear of all Encumbrances except Permitted Encumbrances, all of the Sellers’ right, title and interest in and to all of the assets of the Sellers primarily relating to the Project, including the following assets (collectively, the “Purchased Assets”):
(a) all inventory of the Project as of the Closing Date (collectively, the “Inventory”), including the inventory set forth on Schedule 2.1(a);
(b) except as set forth on Schedule 2.2(g), all of the rights of the Sellers under all Contracts primarily relating to the Project (collectively, the “Included Contracts”), including the Contracts set forth on Schedule 2.1(b);
(c) all machinery, equipment, tooling and other items of tangible personal property owned by the Sellers primarily relating to the Project (collectively, the “Equipment”), including the machinery and equipment set forth on Schedule 2.1(c);
(d) the Intellectual Property primarily relating to the Project (collectively, the “Purchased Intellectual Property”), including the Intellectual Property set forth on Schedule 2.1(d) and any rights Sellers might have to the names “ACT” and “Adaptive Compression Therapy”, and including all of Sellers’ rights with respect to past, present or future infringements thereof;
(e) all marketing, product packaging, designs, photography and similar items primarily relating to the sale or marketing of the Products;
(f) books and records primarily relating to the Project, including records relating to regulatory approvals obtained or applications made before the Closing Date; and
(g) to the extent transferable under applicable Law, all Governmental Authorizations held by the Sellers to the extent necessary for and primarily relating to the operation of the Project.
Sale and Purchase of Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, free and clear of any Encumbrances (except for Permitted Encumbrances), and Buyer hereby agrees to purchase and acquire from Seller, the Purchased Assets. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing: (i) Buyer will pay to Seller, by check or by wire transfer of immediately available funds, the Closing Cash; and (ii) Buyer will execute and deliver to Seller the Buyer Note.
Sale and Purchase of Purchased Assets. Subject to the terms and conditions contained in this Agreement, at the Closing on the Closing Date, Seller shall sell, assign, transfer and deliver (or cause to be sold, assigned, transferred, and delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Liens, other than Permitted Liens, all of the Purchased Assets.
Sale and Purchase of Purchased Assets. The Seller hereby sells, transfers, assigns and conveys unto the Guarantor and the Guarantor hereby purchases from the Seller, without any legal warranty except and subject to the representations and warranties expressly provided for in the Mortgage Sale Agreement, and together with the full benefit of the rights, priorities and covenants contained in Article 13 thereof, all of the Seller's right all of the Seller’s right, title and interest and benefit in and to the Loans and their Related Security (excluding registered or recorded title to the Related Security related to the Loans which will continue to be held by the Seller) described in Annex A attached hereto (the “Purchased Assets”).
Sale and Purchase of Purchased Assets. In accordance with the provisions of this Agreement and except as set forth in Section 2.2, at the Closing, the Seller will, and will cause the other members of the Seller Group to, sell, convey, assign, transfer and deliver to the Purchaser (or one or more subsidiaries of Purchaser), and the Purchaser will purchase and acquire from the Seller Group, free and clear of all Encumbrances, all of the Seller Group’s right, title and interest in and to all of the following assets, (collectively, the “Purchased Assets”):
(a) all inventory of the Business as conducted at the Menasha Facility or the Catoosa Facility as of the Closing Date, including all finished goods, spare parts, work in process and raw materials, to the extent used or held in connection with, necessary for or relating to the Business, and all finished goods related exclusively to the Business as conducted at the Des Moines Facility and Boscobel Facility as of the Closing Date;
(b) all of the rights of the Seller Group under all Contracts exclusively relating to the Business and that portion of any Mixed Use Agreement that relates exclusively to the Business in accordance with Section 2.12 (collectively, the “Included Contracts”);
(c) all materials, supplies and other items of tangible personal property primarily relating to the research and development of Alcan Relevant Products in the United States or Canada;
Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Purchasers, and Purchaser agrees to purchase from Seller, the Purchased Assets (together with all other transactions contemplated by this Agreement, the “Transactions”).
Sale and Purchase of Purchased Assets. (a) At the PR Closing and effective as of the PR Effective Time, subject to the terms and conditions set forth in this PR Purchase Agreement, Seller will sell, assign, transfer, convey and deliver, or cause one or more of its Affiliates to sell, assign, transfer, convey and deliver, to Purchaser, and Purchaser will purchase, acquire and accept from Seller or its applicable Affiliates, all right, title, interest and obligations of Seller or its applicable Affiliates in, to, and under the Purchased Assets, free and clear of all Liens.
(b) Notwithstanding anything to the contrary in Section 2.1(a), Purchaser will not purchase, assume or otherwise acquire, and Seller and its Affiliates (other than any Bank Entity) will retain all the rights, title and interest in and to, the Excluded Assets.
(c) Each of Purchaser and Seller understands and agrees that (i) Purchaser is purchasing hereunder only the Purchased Assets (and assuming hereunder only the Assumed Liabilities) specified in this PR Purchase Agreement and (ii) without limiting Section 6.8 of this PR Purchase Agreement and Section 4.08(c) of the SPA, Purchaser has no interest in any other relationship which Seller or any of its Affiliates (other than the Bank Entities) has or may have with any Branch Customer or any other customer of Seller or any of its Affiliates (other than the Bank Entities). Subject to Section 4.18 of the SPA, each of Purchaser and Seller further understands and agrees that Seller and its Affiliates are retaining any indemnification or reimbursement rights which any of them has with respect to the Purchased Assets and the Assumed Liabilities to the extent that such rights or claims relate to the operation of the PR Branch prior to, the PR Closing Date, unless such rights or claims are Purchased Assets or Assumed Liabilities.
Sale and Purchase of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, Seller does hereby agree to sell, convey, transfer and assign to Buyer, and Buyer does hereby agree to purchase and accept from Seller, all right, title and interest of Seller in and to certain of the assets of Seller used in or related to the Business, including, without limitation, the assets described in subsections (a) through (m) hereof, as such assets shall exist at the Effective Time of Closing (as defined herein) (but excluding the Excluded Assets, as defined herein) (collectively, the "Purchased Assets"), free and clear of all Liens, except Permitted Liens (as each such term is defined herein).
(a) Leases Seller's leases of the Premises listed on Schedule 1.1(a), complete copies of which leases have been delivered by Seller to Buyer (the "Leases").
Sale and Purchase of Purchased Assets. On and subject to the terms and conditions of this Agreement, at the Completion, Contract Assignors shall, and Selling Shareholder and Founder shall cause Contract Assignors to, sell, transfer, assign, convey and deliver to Cheetah Technology and Beike Internet or the Affiliates thereof, respectively, as directed by Cheetah Technology and Beike Internet, and Cheetah Technology and Beike Internet shall purchase, acquire and accept, or cause its Affiliates, as applicable, to purchase, acquire and accept from Contract Assignors of, all of the rights and legal and beneficial interest in and to the Purchased Assets free and clear of all Encumbrances.
Sale and Purchase of Purchased Assets. 2.1 Sale of Assets. 2 2.2 Excluded Assets. 2
