Sale and Transfer of Assets Closing. 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, if any;
(b) all Tangible Personal Property, including, but not limited to, those items described in Part 2.1(b);
(c) all Inventories, if any;
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(f) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(g) all data and Records related to the operations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records;
(h) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;
(i) all insurance policies and rights thereunder, all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(j) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and
(k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d);
(l) all cash, cash equivalents and short-term investments;
(m) those rights relating to deposits and pr...
Sale and Transfer of Assets Closing. 6 Section 2.1 Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.3 Consideration. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.4 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .7 Section 2.5 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 Section 2.6 Closing Obligations . . . . . . . . . . . . . . . . . . . . . .8
Sale and Transfer of Assets Closing. Section 1.1 Assets to Be Sold................................................2 Section 1.2 Excluded Assets..................................................2 Section 1.3
Sale and Transfer of Assets Closing. 6 2.01 Assets........................................... 6 2.02
Sale and Transfer of Assets Closing. 1
2.1 PURCHASED ASSETS 1 2.2 EXCLUDED ASSETS 3 2.3 PURCHASE PRICE; PAYMENT 3 2.4 ESCROW 5 2.5 CLOSING 6 2.6 ASSUMED LIABILITIES; EXCLUDED LIABILITIES 7 2.7 ALLOCATION OF PURCHASE PRICE 9 2.8 THIRD PARY CONSENTS
Sale and Transfer of Assets Closing. 1.1 Sale of Asset Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby (the “Closing”), the Seller will sell, convey, assign and transfer the Assets to the Buyer, and the Buyer will purchase and acquire the Assets from the Seller, free and clear of any claims or Encumbrances (as defined in Section 2.6) . The Assets shall include all of the Seller’s right, title and interest in and to the following as at the Closing Date (as defined in Section 1.3 below):
Sale and Transfer of Assets Closing. 14
Section 2.1 Assets To Be Sold 14 Section 2.2 Excluded Assets 15 Section 2.3 Consideration 16 Section 2.4 Consideration Shares 17 Section 2.5 Adjustment to Consideration Shares; Acceleration 18 Section 2.6 Liabilities 18 Section 2.7 Allocation 20 Section 2.8 Closing 21 Section 2.9 Closing Obligations 21
Section 2.10 This Section has been intentionally omitted 24
Section 2.11 This Section has been intentionally omitted 24 Section 2.12 Certain Provisions Regarding Assignments 24
Sale and Transfer of Assets Closing. 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets real, personal or mixed, tangible and intangible of every kind and description, wherever located (but excluding the Excluded Assets): All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Exhibit 10(a) Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4. Seller delivers all Assets clear and free from all liens and litigations from any and all creditors and lenders, if any. In addition, Seller shall grant Buyer an option to invest in or purchase LAXAI (Avanti Life Sciences Pvt. Ltd. in the form attached hereto as Exhibit 2.1.
Sale and Transfer of Assets Closing. 2.1 Assets to Be Sold 11 2.2 Excluded Assets 12 2.3 Consideration 13 2.4 Liabilities 13 2.5 Allocation 15 2.6 Closing 15 2.7 Closing Obligations 15 2.8 Adjustment Amount and Payment 17 2.9 Adjustment Procedure 17 2.10 Consents 19 2.11 Disclaimer of Implied Warranties 19
Sale and Transfer of Assets Closing. 2.1. Assets to Be Sold.
2.2. Excluded Assets. 2.3. Consideration.
