Sale and Transfer of the Purchased Assets Sample Clauses

Sale and Transfer of the Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, HH Shoppers shall sell, convey, assign, transfer and deliver to the HHS Purchaser (or if any of such assets, properties and rights are held by one or more Subsidiaries of HH Shoppers, HH Shoppers shall cause such Subsidiary to sell, convey, assign, transfer and deliver to the HHS Purchaser), and Comprint shall sell, convey, assign, transfer and deliver to the SCC Purchaser (or if any of such assets, properties and rights are held by one or more Subsidiaries of Comprint, Comprint shall cause such Subsidiary to sell, convey, assign, transfer and deliver to the SCC Purchaser), and each respective Purchaser shall purchase, acquire, receive and accept from the applicable Seller, free and clear of all Liens (other than Permitted Liens), all of such Seller’s right, title and interest in and to (x) all of the tangible assets located at the Owned Real Property or Leased Real Property used primarily in the Business and (y) all of the other assets, and rights used primarily in the Business, as each may exist as of the Closing Date, subject to the exclusion of the Excluded Assets (the “Purchased Assets”). The Purchased Assets shall include, without limitation, the following assets, properties and rights as each may exist as of the Closing Date:
Sample 1
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Sale and Transfer of the Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Sellers will sell, convey, transfer, assign and deliver to Buyer, and Buyer will purchase, acquire and accept from Sellers, all of Sellers’ right, title and interest in, to and under all assets (except the Excluded Assets) of Sellers and each of them to the extent such assets are primarily used or held for use in connection with the operation of the Business, whether or not reflected on the Reference Balance Sheet, now in existence or hereafter acquired by Sellers or any of them in the ordinary course of the Business prior to the Closing (collectively, the “Purchased Assets”). Notwithstanding anything in this Agreement to the contrary, the term “Purchased Assets” shall not include any of the Excluded Assets, all of which (along with any and all rights and interests therein) shall be retained by Sellers and shall not be sold, transferred, conveyed or assigned to Buyer hereunder. The term “Purchased Assets” shall specifically include, but shall not be limited to, the following:
Sample 1
Sale and Transfer of the Purchased Assets. Subject to the terms and conditions of this Agreement, as of the Closing, which shall occur simultaneously with the execution and delivery of this Agreement, the Seller shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and accept from the Seller, all of the Purchased Assets, free and clear of any and all Encumbrances (other than Permitted Encumbrances), for an aggregate consideration equal to the Final Cash Purchase Price (as finally determined and adjusted pursuant to this Agreement) plus the assumption of the Assumed Liabilities (together, the “Purchase Price”).
Sample 1

Related to Sale and Transfer of the Purchased Assets

  • 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):

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • 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, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Transfer of the Mortgage Loans (a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

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