Sale and Purchase of Specified Assets. On the Closing Date, effective to the fullest extent possible at 11:59 p.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 5:00 p.m. EST on the Effective Date (as defined in Section 6.1), and subject to the other terms and conditions of this Agreement, the Sellers shall sell, transfer, assign and convey to Buyers, and Buyers shall purchase, all right, title and interest in and to all of the Specified Assets (as defined in Section 2.1.1), and Sellers shall assign to Buyers, and Buyers shall assume, the Specified Liabilities of Sellers (as defined in Section 2.1.2).
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 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 (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. On the Closing Date, effective as of the Effective Time and subject to the other terms and conditions of this Agreement, AGS shall sell, transfer, assign and convey to Acquisition, and Acquisition shall purchase, all of AGS’s right, title and interest in and to all of the Specified Assets (as defined in Section 2.1(a)), and AGS shall assign to Acquisition, and Acquisition shall assume, the Specified Liabilities of AGS (as defined in Section 2.1(b)).
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 and transfer to Purchaser, and Purchaser will purchase and receive from Seller, all of the following, as they exist at the Closing Date (the “Specified Assets”):
(a) all of Seller’s rights and interests in products that are set forth in Exhibit A (the “Specified Products”), which includes but is not limited to any 510k application or 510k approval for any Specified Products; with the exception that Hemagen shall continue to share the rights and interest in Raichem formulations and/or 510K clearances for any Raichem formulations that are or will be used only in Hemagen’s Analyst® Consumable Products.
(b) all of Seller’s rights and interests in, and the documentary records reflecting, the proprietary formulas, recipes and manufacturing procedures for the Specified Products set forth in Exhibit B (the “Specified Know-How”); with the exception that Hemagen shall continue to share the rights and interest in Raichem formulations and/or 510K clearances for any Raichem formulations that are or will be used only in Hemagen’s Analyst® Consumable Products
(c) all of Seller’s rights and interests in certain contracts and purchase orders set forth in Exhibit C (the “Specified Contracts”);
(d) Seller’s customers for the Specified Products and other customers of Seller that are set forth in Exhibit D (the “Specified Customers”) and Seller’s business goodwill;
(e) all items of laboratory equipment owned or leased by Seller set forth on Exhibit E (the “Specified Laboratory Equipment”);
(f) the laboratory supplies relating to the Specified Products and the Specified Contracts set forth on Exhibit F (the “Specified Laboratory Supplies”).
(g) $100,000 worth of inventory as further described in the Inventory Purchase Agreement on Exhibit L;
(h) all proprietary documentation, trade secrets and marketing rights including, but not limited to, trademarks, tradenames, copyrights, XX xxxxx, FDA approvals, and any licenses for trade owned by Seller. This includes any pending regulatory filings as well as the Raichem name; with the exception that Hemagen shall continue to share the rights and interest in Raichem formulations and/or 510K clearances for any Raichem formulations that are or will be used only in Hemagen’s Analyst® Consumable Products;
(i) With respect to the Xxxxxxx Freeze Dryer Lyomax 170 (the “Dryer”) Purchaser shall provide Seller with two Lyphol...
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 (as defined in Section 6.1) and subject to the other terms and conditions of this Agreement: (a) 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), all free and clear of any Encumbrances, except for any Permitted Encumbrances; and (b) Seller hereby assigns to Buyer, and Buyer hereby assumes, only the Specified Liabilities of Seller (as defined in Section 2.1.2).
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. 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).
