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. 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. The Sellers hereby sell, convey, assign, transfer and deliver to the Purchaser all of the Purchased Assets.
Sale and Transfer of Purchased Assets. (a) On the Closing Date and on the terms and subject to the conditions of this Agreement, Seller shall sell, transfer, assign, convey, and deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from Seller, all of Seller’s right, title and interest in and to the assets set forth in Section 2.01(b) below (the “Purchased Assets”) in each case free and clear of all Liens.
(b) The Purchased Assets shall include only those assets of Seller as set forth below:
(i) other than the Excluded Furniture and Equipment, all furniture and equipment owned by Seller that relates to or is used in connection with the Business, including, without limitation, the furniture and equipment set forth on Schedule 2.01(b)(i), which schedule contains substantially all of the furniture and equipment owned by Seller that relates to or is used in connection with the Business, it being agreed that any furniture and equipment in any Branch Office is intended by the Parties to be included in the Purchase Assets regardless whether included on Schedule 2.01(b)(i) (collectively, the “Purchased Furniture and Equipment”);
(ii) all rights of Seller under those certain leases and subleases between Seller, as lessee or sub-lessee, as applicable, and third parties who are not Affiliates of Seller, as lessor or sub-lessor, as applicable, set forth under the heading “Assumed Property Leases” on Exhibit A (the “Assumed Property Leases”), including Seller’s rights in any security deposits thereunder in the amounts set forth under the heading “Assumed Property Leases” on Exhibit A; provided, however, that with respect to each assignment agreement that Purchaser enters into for an Assumed Property Lease for which Seller has paid a security deposit as set forth on Exhibit A, Purchaser will pay to Seller the full amount of such security deposit on or promptly following the effective date of each such assignment agreement;
(iii) all rights to telephone and telefax numbers at the Branch Offices as of the Closing Date and used in the Business, subject to the requirements of Section 2.06; and
(iv) all consumable supplies owned by Seller and used primarily in connection with the Business.
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. (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. At or before the Closing, the Vendor shall (a) take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the transfer of the Purchased Assets to the Purchaser and the execution and delivery of the other agreements and documents contemplated hereby and to cause all necessary meetings of directors and shareholders of the Vendor to be held for such purpose; (b) deliver to the Purchaser a certificate of status and two copies, certified by a senior officer of the Vendor as of the Closing Date, of its constating documents and by-laws and of the resolution authorizing the execution, delivery and performance by the Vendor of this Agreement and any documents to be provided by it pursuant to the provisions hereof; (c) shall use its best efforts to satisfy the conditions contained in Section 9.2; and (d) deliver to the Purchaser all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation necessary or reasonably required to transfer the Purchased Assets to the Purchaser with a good and marketable title, free and clear of all Encumbrances whatsoever except for Permitted Encumbrances.
Sale and Transfer of Purchased Assets. Effective immediately, the Unilife Parties hereby irrevocably sells, conveys, assigns, transfers and delivers to Biodel, and Biodel hereby assumes from the Unilife Parties, all of the Unilife Parties’ rights, title and interest in and to the Purchased Assets.
Sale and Transfer of Purchased Assets. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as contemplated by the Asset Purchase Agreement, each Seller hereby sells, assigns, transfers, conveys and delivers to Buyer and Buyer’s successors and assigns all of such Seller’s right, title and interest in or to the Purchased Assets free and clear of any Liens, claims, encumbrances and interests, other than the Assumed Liabilities. For the avoidance of doubt, the Sellers are not selling, assigning, transferring, conveying or delivering to Buyer any of the Excluded 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 Section 2.1.1 of the Purchase Agreement, Seller hereby absolutely and irrevocably sells, transfers, conveys, assigns, grants, confirms and delivers to Buyer, its successors and assigns, effective as of the Closing Date, all of Seller's right, title and interest in and to all the Purchased Assets, to have and to hold all said rights, title and interest hereby assigned, transferred and conveyed unto Buyer, its successors and assigns, forever.
