Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign assign, and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:.

Sale and Transfer of Assets. Subject to the terms and conditions set forth in of this Agreement, and in reliance on the representations, warranties and covenants of the parties contained herein, Seller agrees hereby sells, transfers, assigns and delivers to sellPurchaser, convey, transfer, assign and deliver to Buyer Purchaser hereby purchases from Seller as of the Effective Time (or a wholly-owned subsidiary of Buyeras defined below), and Buyer agrees to purchase from Seller, all the assets, properties, and business following assets of Seller used in (tangible and intangible) to the Business of every kindextent the same relate to the Products (collectively, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:”):

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, conveyassign, transfer, assign convey, and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the assets, properties, and business of Seller used in following assets (herein collectively the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased "Assets") free and clear of all liens, including but not limited toclaims, the followingmortgages, pledges, charges, security interests and other restrictions or encumbrances (collectively "Encumbrances") of any kind except as may be specifically provided herein:

Sale and Transfer of Assets. Subject to the terms and conditions set forth contained in this Agreement, Seller agrees hereby sells, assigns, transfers, conveys and delivers to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer)Purchaser, and Buyer agrees to purchase Purchaser acquires from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred Seller’s right, title and interest in and to herein as all of the following (collectively, the “Purchased Assets"”), including but not limited tofree and clear of any mortgage, the following:pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”):

Sale and Transfer of Assets. Subject to the terms and conditions set forth in --------------------------- of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer at the Closing (or a wholly-owned subsidiary of Buyeras hereinafter defined), and Buyer agrees to purchase from Seller, all and Seller agrees to sell to Buyer, to the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever locatedextent legally transferable, all of which are collectively referred Seller's right, title and interest in and to herein as the “Purchased following assets (the "Assets", including but not limited to, the following:):

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller the Company agrees to sell, convey, transfer, assign assign, and deliver to Buyer (or a wholly-owned subsidiary of Buyer)Purchaser, and Buyer Purchaser agrees to purchase from Sellerthe Company, all the assets, properties, business, and business rights of Seller used in the Business Company of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, including the cash and accounts receivable (all of which are sometimes collectively referred to herein as the “Purchased "Acquired Assets", including ). The Acquired Assets include but are not limited to, to the following:

Sale and Transfer of Assets. Subject Pursuant to the terms and conditions set forth in of this Agreement, the Seller agrees to will, at the Closing, sell, conveyassign, transferconvey and transfer to Purchaser free and clear of all liabilities, assign obligations, liens, charges and deliver encumbrances of whatsoever nature (except those expressly assumed by Purchaser pursuant to Buyer (or a wholly-owned subsidiary of Buyerthis Agreement), and Buyer agrees to purchase from Seller, all of the assets, properties, and business following assets of Seller used in conducting the Business of every kind(collectively, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “"Purchased Assets", including but not limited to, the following:):

Sale and Transfer of Assets. Subject to the terms and conditions set forth in of this AgreementAgreement and based upon the representations, warranties and covenants of the parties, Seller agrees sells, transfers, assigns and delivers to sellBuyer, convey, transfer, assign free and deliver to Buyer (clear of all liens or a wholly-owned subsidiary encumbrances of Buyer)any kind, and Buyer agrees to purchase purchases and accepts from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the following assets (“Purchased Assets", including but not limited to, the following:”):

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign assign, and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business assets (“Assets”) of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the described on Exhibit “Purchased Assets", including but not limited to, the following:A” hereto.

Sale and Transfer of Assets. Subject On and subject to the terms and conditions set forth in this Agreement, and except as otherwise excluded as provided in Section 1.2, Seller agrees to sell, convey, transfer, assign assign, and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase purchase, accept and acquire from Seller, good and marketable title, free and clear of all liens other than the assetsAssumed Liabilities, propertiesin and to the assets which comprise Seller’s Business, other than the Retained Assets as provided in Section 1.2, used in connection with and/or produced by Seller’s Business, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are described as follows (collectively referred to herein as the “Purchased Assets", including but not limited to, the following:”):

Sale and Transfer of Assets. 1.1 Assets to be Sold ----------------- Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer)Purchaser, and Buyer Purchaser agrees to purchase from Seller, all of Seller's right, title and interest in and to the assets, properties, and business following assets of Seller used in (the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased "Assets") excluding accounts receivable, including but not limited tounbilled call records, the followingcash, bank accounts, marketable securities, corporate records, tax refunds and claims of Seller against others for damages: