Sale and Purchase of Transferred Assets. 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. 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:
(a) all equipment, furniture, fixtures, leasehold improvements, tooling, machinery and other tangible property of the Business, wherever located, which are currently carried on the books of Seller as listed on Schedule 1.1(b), hereto (the "FIXED ASSETS");
(b) all inventories, including finished goods, work in process, purchased parts, supplies and materials (the "INVENTORIES");
(c) all of Seller's rights to market, license and sell all products marketed, licensed or sold with respect to the Business;
(d) all of Seller's claims against any third parties relating to items included in the Transferred Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties or guarantees, but only to the extent such claims do not relate to any liabilities retained by Seller and not assumed by Purchaser;
(e) all of Seller's right, title and interest under the contracts, agreements, commitments, licenses from third parties, leases and similar documents to which Seller is a party listed on Schedule 1.3 hereto (the "ASSUMED CONTRACTS");
(f) all of Seller's right, title and interest under the agreements pursuant to which Seller has licensed its software products and any associated Seller ...
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:
(i) the Ground Satellite or, if title to the Ground Satellite shall not have transferred to Seller under the Loral Contract, all right, title and interest of Seller in and to the Ground Satellite thereunder;
(ii) all of the right, title and interest of Seller in and to the Ground Satellite Contracts, including all rights of Seller with respect to the construction, launch, ownership or operation of the Ground Satellite; and
(iii) all of the right, title and interest of Seller in and to any Intellectual Property to the extent such Intellectual Property relates to the construction, launch, ownership or operation of the Ground Satellite.
Sale and Purchase of Transferred Assets. 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. 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:
Sale and Purchase of Transferred Assets. At the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire, accept and take assignment and delivery of, from the Sellers, all of the Transferred Assets. The sale, assignment and transfer of the Transferred Assets shall be effected by the Bill of Sale and Assignment Agreement, attached hereto as Exhibit B.
Sale and Purchase of Transferred Assets. Section 2.1 Purchase and Sale 8 Section 2.2 Excluded Assets 8 Section 2.3 Assumption of Certain Liabilities and Obligations 8 Section 2.4 Product Trademark, Product Trade Dress and Domain Name 9 Section 2.5 Rights of Reference 9
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 (as defined in Section 1.5), Seller agrees to transfer, convey, assign and deliver to Purchaser, and Purchaser agrees to buy from Seller, all of Seller’s rights, title and interest, including without limitation unliquidated rights under manufacturers’ and vendors’ warranties or guarantees, if any, in and to the assets and properties, tangible and intangible, real, personal or mixed, owned or leased by Seller as of the Closing Date, of and pertaining to or used by Seller in the Business and set forth on Schedule 1.1 attached hereto (the “Transferred Assets”), including the computer equipment and tangible property set forth on Schedule 1.1(a) attached hereto (the “Fixed Assets”), the contracts, agreements and licenses set forth on Schedule 1.1(b) attached hereto (the “Assumed Contracts”) and the other assets set forth on Schedule 1.1(c) attached hereto. Seller shall also assign and/or license to Purchaser certain intellectual property rights (the “ IP Assets”) with respect to the Business pursuant to an intellectual property agreement in the form attached hereto as Exhibit A (the “Intellectual Property Agreement”) to be executed and delivered at the Closing.
Sale and Purchase of Transferred Assets. At the Closing, LaSalle Re shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire, accept and take assignment and delivery of, from LaSalle Re, all of the right, title and interest of LaSalle Re in and to the Transferred Assets. The sale, assignment and transfer of the Transferred Assets shall be effected by the Bill of Sale and Assignment Agreement, attached hereto as Exhibit B.
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”):
(a) All quotations, bids and proposals made to customers and potential customers of the Business and all contracts providing for the performance of services for or the sale of products to customers of the Business (the “Customer Contracts”), including, without limitation, those listed on Schedule 2.1(a);
(b) Except as set forth below in Section 2.2(d), all contracts with professional services subcontractors, licensors of software or other Intellectual Property and any other suppliers and solution partners necessary to conduct the Business (the “Supplier Contracts”), including, without limitation, those listed on Schedule 2.1(b);
(c) The Intellectual Property of the Business, including, without limitation, the Intellectual Property listed on Schedule 2.1(c);
(d) The computer and office equipment used primarily in the Business (the “Tangible Property”), including, without limitation, the computer and office equipment listed on Schedule 2.1(d);
(e) All written and electronic information, files, records, books of account, data, plans and recorded knowledge used primarily in the Business, including, without limitation, customer billing records, lists and books; and
(f) All accounts receivable and unbilled work-in-process receivables of Seller relating to the Customer Contracts. The Customer Contracts and the Supplier Contracts are sometimes herein referred to as the “Assigned Contracts.”
