Sale and Transfer of Purchased Assets. The Sellers hereby sell, convey, assign, transfer and deliver to the Purchaser all of the Purchased Assets.
Sale and Transfer of Purchased Assets. Effective as of the Closing, Seller hereby sells, transfers, conveys, assigns, grants and delivers to Buyer, free and clear of all Liens, except Permitted Liens, all of its right, title and interest in and to the Purchased Assets, upon the terms and conditions set forth in the Asset Purchase Agreement.
Sale and Transfer of Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire, free and clear of all Encumbrances other than Permitted Encumbrances, from Seller for the Purchase Price, all of Seller’s right, title and interest in and to Seller’s properties and assets described below, whether now owned or hereafter acquired (collectively, the “Purchased Assets”):
(a) All products, supplies, and inventory, including raw materials, finished goods and work in progress related to the Business;
(b) All laboratory tools, equipment, and peripherals; all computers and software related to the Business;
(c) All of the contracts, leases, instruments, licenses and other agreements identified in Schedules 2.3 hereto as being assigned to Purchaser, subject to any requirements of notice or consent by any third party thereto (collectively, the “Assigned Contracts”);
(d) All files related to the Business, including all reports and records regarding customer processing activity and account status, and all customer files, data and information maintained by Seller pursuant to any of the Assigned Contracts or otherwise, in any case, wherever located, whether in the form of hard copies, electronic media, or otherwise;
(e) All licenses, authorizations and permits issued by any governmental agency relating to the Business or the Purchased Assets to the extent the same may be assigned consistent with their terms;
(f) All intangible property rights related to the Business (including the name “MJ Biologics” or any derivation thereof, goodwill, the Software and the Intellectual Property); and
(g) All trade secrets, customer lists and supplier lists with respect to the Business owned by Seller (including (i) the procedural and operational manuals utilized by Seller in the operation of the Business, (ii) all proprietary information, technical information, “know how” and like information utilized by Seller in the Business, and (iii) all advertising materials, source documents, materials, supplies and forms, in any case, whether in the form of hard copies, electronic media, computer tape or otherwise, and all other rights and documents owned by Seller and all books and records incident to the Business). Notwithstanding the foregoing, the transfer of Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased ...
Sale and Transfer of Purchased Assets. Pursuant to the Purchase Agreement, the County hereby irrevocably sells, assigns, transfers, conveys, and delivers to the Buyer and its successors and assigns, to have and to hold forever, all right, title and interest in and good and marketable title to, free and clear of all liens or encumbrances of any kind or nature whatsoever, to the Purchased Assets, including, without limitation, those set forth on Exhibit A hereto.
Sale and Transfer of Purchased Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller will sell, transfer, convey and assign, and will cause the Assigning Subsidiaries to sell, transfer, convey and assign, to Purchaser (or its designees), and Purchaser (or its designees) will purchase and acquire from Seller or the applicable Assigning Subsidiary (all such transactions, collectively, the "Transfer") all of their right, title and interest in the Purchased Assets as hereinafter defined, free and clear of all liens, charges, claims, security interests, pledges, rights of first refusal, restrictions and other encumbrances ("Liens"), other than the Permitted Encumbrances. The assets to be acquired (the "Purchased Assets") consist of the following:
(i) With respect to the Properties, the following:
Sale and Transfer of Purchased Assets. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by that certain Asset Purchase Agreement dated as of June 12, 2014, by and among ACSH URGENT CARE OF FLORIDA, LLC, a Florida limited liability company (“Buyer”), BAY WALK-IN CLINIC, INC., a Florida corporation, and XXXXXX X. XXXXX an individual resident of the State of Florida (collectively “Seller Parties”) (the “Purchase Agreement”), Seller Parties hereby sell, assign, transfer, convey and deliver to Buyer, effective as of 12:01 a.m. Dallas, Texas time on [CLOSING DATE], all of Seller Parties' right, title and interest in and to the Purchased Assets. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Purchase Agreement.
Sale and Transfer of Purchased Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller will sell, transfer, convey and assign, as applicable, to Purchaser (or its designees, as applicable), and Purchaser (or its designees, as applicable), will purchase and acquire from Seller (all such transactions, collectively, the "Transfer") all of their right, title and interest in the Purchased Assets as hereinafter defined, free and clear of all liens, charges, claims, security interests, pledges, rights of first refusal, restrictions and other encumbrances ("Liens"), other than the Permitted Encumbrances. The assets to be acquired (the "Purchased Assets") consist of the following:
(i) With respect to the Properties, the following:
Sale and Transfer of Purchased Assets. In exchange for Purchaser’s payment today of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), paid to Seller’s lender, Branch Banking and Trust Company (“Lender”), as required in the Lender’s consent, in accordance with the following wire transfer instructions: Bank: Branch Banking and Trust Company ABA: 000000000 Ref: TVI Corporation Acct. # 0000153234248 Notify: Xxxxx Xxxxxxx (000) 000-0000 and for other good and valuable consideration the receipt, adequacy and legal sufficiency of which are hereby acknowledged, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Purchaser, effective as of the Effective Date, all of Seller’s right, title and interest in and to all of the assets described on Schedule A hereto (the “Purchased Assets”). To the extent applicable, Purchaser shall pay for any and all costs of transporting the Purchased Assets, and Purchaser shall make immediate arrangements for such transport. Each party shall bear one-half of all sales, transfer and documentary stamp taxes imposed upon the transfer of the Purchased Assets.
Sale and Transfer of Purchased Assets. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by that certain Asset Purchase Agreement dated as of December 29, 2014, (the “Effective Date”), by and among ACSH URGENT CARE OF VIRGINIA, LLC, a Virginia limited liability company (“Buyer”), and STAT MEDICAL CARE, P.C., a Virginia professional corporation, XXXXXXX AND XXXXXX MEDICAL CARE, INC., a Virginia corporation, and XXXXXXX X. XXXXXX, M.D., a resident of the state of Virginia (collectively “Seller Parties”) (the “Purchase Agreement”), Seller Parties hereby sell, assign, transfer, convey and deliver to Buyer, effective as of 11:59 p.m. Dallas, Texas time on December 31, 2014 (the “Closing Date”), all of Seller Parties' right, title and interest in and to the Purchased Assets. Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Purchase Agreement.
Sale and Transfer of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer LLC good and marketable title to all Purchased Assets listed on Schedule 1(a) of the Disclosure Schedules, attached hereto, free and clear of all Liens, and Buyer LLC and PubCo shall pay Seller the Purchase Price as set forth in Section 1(e) below.
