Sale and Purchase of Transferred Assets. Section 2.1Purchase and Sale . Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept, all right, title and interest of Seller in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
Sale and Purchase of Transferred Assets. 13 SECTION 2.1. Purchase and Sale 13 SECTION 2.2. Transferred Assets 13 SECTION 2.3. Assumption of Certain Liabilities and Obligations 14 SECTION 2.4. License to Certain Product Technology; License to Use Certain Information 15 SECTION 2.5. Covenant Not to Xxx. 16 SECTION 2.6. Nonassignable Assets. 16
Sale and Purchase of Transferred Assets. 10 SECTION 2.1. Purchase and Sale 10 SECTION 2.2. Transferred Assets 11 SECTION 2.3. Assumption of Certain Liabilities and Obligations 12 SECTION 2.4. License to Certain Product Technology 12 SECTION 2.5. Covenant Not to Xxx 13 SECTION 2.6. Nonassignable Assets 13 ARTICLE III. PURCHASE PRICE 14 SECTION 3.1. Purchase Price 14 SECTION 3.2. Allocation of Purchase Price 14 SECTION 3.3. Transfer Taxes 14 SECTION 3.4. Income Taxes 14 SECTION 3.5. Withholding 14 ARTICLE IV. THE CLOSING 15 SECTION 4.1. Closing Date 15 SECTION 4.2. Transactions to Be Effected at the Closing 15 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER 15 SECTION 5.1. Seller Organization; Good Standing 15 SECTION 5.2. Authority; Execution and Delivery 16 SECTION 5.3. Consents; No Violation, Etc. 16 SECTION 5.4. Title to Transferred Assets 17 SECTION 5.5. Litigation 17 SECTION 5.6. Regulatory Issues 17 SECTION 5.7. No Brokers 18 SECTION 5.8. Exclusive Representations and Warranties 18 SECTION 5.9. Regulatory Commitments 18 SECTION 5.10. Contracts to be Assumed; Customers 18 SECTION 5.11. Inventory 19 SECTION 5.12. Assets 19 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
Sale and Purchase of Transferred Assets. On the terms and subject to the conditions of this Agreement and except for the Excluded Assets (as defined in Section 1.2 hereof), effective as of the Closing Date, Seller agrees to transfer, convey, assign and deliver to ILOG or ILOG, U.S. and ILOG and ILOG, U.S. jointly and severally agree to buy from Seller, free and clear of any liens, charge, security interest, mortgage, pledge, easement, confidential sale or other title retention or other restriction ("ENCUMBRANCE") the Business as a going concern and all of Seller's rights, title and interest in and to all of the assets and properties, tangible and intangible, real, personal or mixed, owned or leased by Seller, of and pertaining to or used by Seller in the Business, wherever located, whether known or unknown, and whether or not on the books and records of Seller, including, for the avoidance of doubt, any assets to be transferred by Seller to ILOG pursuant to that certain asset contribution agreement (contrat d'apport) (the "ASSET CONTRIBUTION AGREEMENT") to be entered into on the Closing Date (as defined hereunder) among ILOG, Seller and Shareholders, substantially in the form annexed hereto as Exhibit A (the "TRANSFERRED ASSETS"), including by way of example but not limited to the following:
Sale and Purchase of Transferred Assets. (a) Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, each Seller agrees to sell, assign, convey, transfer and deliver to Buyer, or, at Buyer's option, one or more direct or indirect Subsidiaries of Buyer (collectively, "Newco") all of the right, title and interest of such Seller in, to and under the Business and all of the assets, properties, rights, contracts, claims and operations of such Seller of every kind and description, related to or necessary for the ownership or operation of the Business, wherever located, whether tangible or intangible, real, personal or mixed, whether or not appearing on the books of such Seller as the same shall be existing on the Closing Date (collectively and as further described below, the "Transferred Assets"), other than the Excluded Assets, free and clear of all Liens (other than Permitted Liens), including the following:
Sale and Purchase of Transferred Assets. (a) Assets to be Transferred to Buyer at the Initial Closing. Subject to the terms and conditions and in reliance upon the representations and warranties contained herein, upon the Initial Closing, Buyer shall exercise the Option in part with respect to the acquisition of the Ground Satellite Assets and, pursuant to such exercise, Seller shall sell, assign, convey, transfer and deliver to Buyer, or, at Buyer's option, Newco, all of the right, title and interest of Seller (and shall cause to be so transferred and delivered all of the right, title and interest), if any, of TSAT, Primestar and any direct or indirect Subsidiary of TSAT or Primestar (collectively, the "Seller Specified Affiliates")) in and to all assets, properties and rights (whether tangible or intangible, real, personal or mixed, fixed, contingent or otherwise and wherever located) related to, associated with, or used in connection with the Ground Satellite (other than the FCC License) (collectively, the "Ground Satellite Assets"), free and clear of all Liens (other than Permitted Liens), which assets, properties and rights include the following:
Sale and Purchase of Transferred Assets. Subject to the terms and conditions of this Agreement, at the Closing Sellers shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from Sellers, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Sellers’ right, title and interest as of the Closing Time in and to all assets, properties and rights owned or leased by Sellers on the Closing Date, whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and relating primarily to the Business conducted or owned by Sellers, including the assets, properties and rights identified below to the extent relating primarily to the Business conducted or owned by Sellers, but excluding the Excluded Assets of Sellers (collectively, the “Transferred Assets”):
Sale and Purchase of Transferred Assets. Section 2.1Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, including Section 2.4, at the Closing (or such alternate date as provided for in Section 2.4), Seller shall (and shall cause its applicable Subsidiaries to) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller (or any such applicable Subsidiary), all right, title and interest of Seller and such applicable Subsidiary in, to and under the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.
Sale and Purchase of Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, free and clear of any Liens other than Permitted Liens, all right, title, and interest of Seller in and to all rights, properties and assets of Seller that are listed or described below, which assets relate primarily to the Business, as the same shall exist on the Closing Date (collectively, the “Transferred Assets”):
Sale and Purchase of Transferred Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser (or a Subsidiary of the Purchaser designated by the Purchaser), and the Purchaser (or such designated Subsidiary of the Purchaser) shall purchase from the Seller, subject to Section 2.5, all right, title and interest in and to all of the assets, properties and rights of any kind of the Seller or any of its Subsidiaries that are primarily related to, or used or held for use in, the Business (the “Transferred Assets”), other than the Excluded Assets, free and clear of all Encumbrances, other than Permitted Encumbrances, including the following:
