Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (a) Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Specified Assets, free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.
Sale and Purchase of Specified Assets. On the Closing Date (as defined in Section 10.1), effective to the fullest extent possible at 12:01 a.m. EST on the Effective Date and subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Specified Assets (as defined in Section 2.1.1) free and clear of any Encumbrances, and Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities of Seller (as defined in Section 2.1.2).
Sale and Purchase of Specified Assets. On the Closing, effective to the fullest extent possible at 12:01 a.m. Eastern Time, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Specified Assets free and clear of any Encumbrances.
Sale and Purchase of Specified Assets. On the Closing Date (as defined in Section 6.1), effective to the fullest extent possible at 12:01 a.m. EST on the Closing Date and subject to the other terms and conditions of this Agreement, Seller hereby sells, transfers, assigns and conveys to Buyer, and Buyer hereby purchases, all right, title and interest in and to all of the Specified Assets (as defined in Section 2.1.1) free and clear of any Encumbrances. Seller acknowledges and agrees that Buyer is will not, nor does it intend to, assume any liabilities of the Seller pursuant to this Agreement.
Sale and Purchase of Specified Assets. 1.1 Sale and Purchase. Effective as of 11:58 p.m. on December 31, 1996 ----------------- (Tel Aviv time) (the "Effective Date") and subject to the terms and conditions of this Agreement, Alchut hereby sells, transfers, assigns and conveys to Engineering, and Engineering hereby purchases from Alchut, all right, title and interest in and to the Business and all of the Specified Assets (as defined in Section 1.2), and Alchut shall assign to Engineering, and Engineering assumes the Specified Liabilities (as defined in Section 1.3).
Sale and Purchase of Specified Assets. On the Closing Date, effective as of the Closing and subject to the other terms and conditions of this Agreement, Vuance shall sell, transfer, assign and convey to Acquisition, and Acquisition shall purchase, accept the transfer, conveyance and assume all of Vuance’s right, title and interest in and to all of the Specified Assets (as defined in Section 2.1(a)), and Vuance shall assign to Acquisition, and Acquisition shall assume, the Specified Liabilities of Vuance (as defined in Section 2.1(b)), with WidePoint also receiving rights, in addition to Acquisition, in the intellectual property portion of the assets being acquired from Vuance, all as described in greater detail in this Agreement and the exhibits attached hereto.
Sale and Purchase of Specified Assets. On the Closing Date, effective to the fullest extent possible at 12:01 a.m. Eastern Time on the Closing Date, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Seller Assets, free and clear of any Encumbrances, other than Permitted Encumbrances. At the Closing, Seller shall (and Seller shall cause EuroGen to) assign to Buyer, and Buyer shall assume, the Specified Liabilities of Seller and EuroGen.
Sale and Purchase of Specified Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Purchaser (or its designated Affiliate) and Purchaser (or its designated Affiliate) will purchase from Seller, free and clear of all Liens except for Permitted Liens, all right, title and interest of Seller as of the Closing in and to all of the following assets, tangible or intangible, subject to Section 1.2 (the “Specified Assets”): (a) the Specified IP Rights, including the Patent Rights and registered Trademark Rights set forth in Part 2.3(b) of the Disclosure Schedule and all associated goodwill, together with all rights to (i) file, prosecute, maintain, enforce and defend any of the foregoing, (ii) proceeds, benefits, privileges, causes of action, and remedies to the extent relating to any of the foregoing, (iii) any action, whether at law or in equity, for past, present or future infringement in respect of any of the foregoing against any third party, and (iv) recover damages, profits and injunctive relief for any past, present or future infringement in respect of any of the foregoing; (b) the contracts set forth in Schedule 1.1(b), together with any contracts entered into by Seller during the Pre-Closing Period as set forth on Section 4.2 of the Disclosure Schedule or otherwise approved by Purchaser in accordance with Section 4.2 and any Transferred Mixed-Use Contracts (the “Specified Contracts”), including any purchase orders issued under Specified Contracts in the ordinary course of business; (c) upon the execution of the Novation Agreement, the BARDA Contract, and all rights related thereto;
Sale and Purchase of Specified Assets. On the Closing Date, effective as of the Closing and subject to the other terms and conditions of this Agreement, Protexx shall sell, transfer, assign and convey to Acquisition, and Acquisition shall purchase, all of Protexx’s right, title and interest in and to all of the Specified Assets (as defined in Section 2.1(a)), and Protexx shall assign to Acquisition, and Acquisition shall assume, the Specified Liabilities of Protexx (as defined in Section 2.1(b)).
Sale and Purchase of Specified Assets. On the Closing Date (as defined in Section 6.1), effective to the fullest extent possible as of the opening of business on the Closing Date, subject to the other terms and conditions of this Agreement, (i) the Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest of Seller in and to: (a) all of Seller's Accounts excluding Accounts requiring a Consent that is not obtained on or before the Closing Date ("Non-Assigned Accounts"), provided that, once such Consent is obtained, such Accounts shall be deemed, automatically and without further action by the parties, to be included in the Specified Assets as of the date such Consent is delivered to Buyer, (b) all Account Documents relating to Seller's Accounts in Seller's possession excluding all Account Documents requiring a Consent that is not obtained on or before the Closing Date ("Non-Assigned Account Documents"), provided that, once such Consent is obtained, the Account Documents shall be deemed, automatically and without further action by the parties, to be included in the Specified Assets as of the date such Consent is delivered to Buyer and (c) all of Seller's claims, causes of action, Contract rights, powers and remedies and other legal rights and remedies, whether or not known as of the Closing Date, arising under the Original Purchase Agreements, including without limitation, all indemnification rights under such Contracts but excluding any such claims, causes of action, rights and remedies requiring a Consent that is not obtained on or before the Closing Date ("Non-Assigned Rights"), provided that, once such Consent is obtained, such claims, causes of action, rights and remedies shall be deemed, automatically and without further action by the parties, to be included in the Specified Assets as of the date such Consent is delivered to Buyer and excluding any rights to cash constituting proceeds of any of the foregoing which is held by Seller as of the close of business on August 16, 2002 (collectively, the "Specified Assets"); and (ii) Buyer shall assume and satisfy in full (in accordance with the terms thereof) all Obligations of Seller arising under or related to the Original Purchase Agreements; provided that the incurrence or existence of any such Obligation does not constitute a breach, failure, or default of Seller under, any representation, warranty, covenant or other provision of this Agreement; and provided further that Buyer shall only ...
