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.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Providence Service Corp)
Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (a) the 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) the Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.
Appears in 1 contract
Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (ai) 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, in each case free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified LiabilitiesLiabilities of Seller and (ii) Seller shall cause Teddy New York to transfer, assign and convey to Buyer all right, title and interest in and to the Affiliate Specified Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Knoll Inc)