Sale Assets. All of the tangible and intangible assets to be transferred by Seller to Buyer as set forth in Section 2.1.
Sale Assets. Except for the Excluded Assets, the Sale Assets include all of the assets, properties and rights of every type and description, real, personal and mixed, tangible and intangible, that are used in the conduct of the business of owning and operating the Station in the manner in which that business is now conducted in all material respects, including, without limitation all of the assets described in Section 2.1.
Sale Assets. On the Closing Date, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller, free and clear of all Liens, except Permitted Liens, all of Seller’s right, title and interest, legal and equitable, in and to the following assets to the extent such assets are used or held for use in the operation of the Station:
Sale Assets. The Sale Assets include all of the assets, ------------ properties and rights of every type and description, real, personal and mixed, tangible and intangible, that are used to a material extent in the conduct of the business of owning and operating the Station in the manner in which that business is now conducted, with the exception of the Excluded Assets.
Sale Assets. Upon and subject to the terms and conditions provided herein, on the Closing Date, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller, all of Seller's right, title and interest, legal and equitable, in and to all tangible and intangible assets (except Excluded Assets) used or useful in the operation of the Business as it has been and is now operated (the "Sale Assets"), including the following:
Sale Assets. (a) Except for Permitted Encumbrances, the Company will on the Closing Date have, good and marketable title to all of the Sale Assets free and clear of all mortgages, pledges, liens, conditional sales agreements, leases or other encumbrances of any kind or nature, except for Permitted Encumbrances or liens from which the Sale Assets will be sold free and clear pursuant to the Final Order.
(b) Except for the items listed on Schedule 3.3 (a) and the damaged, malfunctioning or missing items of personal property for which the purchase price may be reduced pursuant to Section 3.3 (a), all of the personal property included in the Sale Assets, whether owned or leased by Company, is, and will be on the Closing Date, in good operating condition and repair, reasonable wear and tear excepted, free from all defect or damage, functioning in the manner and for the purpose intended and located at or on the Casino, including any and all mechanical and electrical equipment or systems.
(c) The Sale Assets including, but not limited to the Leases, Contracts and Financed Property, which Buyer elects to assume pursuant to Section 2.2, are assignable and transferable to Buyer without the consent of any other person or entity (or, if consent Is required such consent shall be given prior to entry of the Final Order), except for those items identified on Schedule 5.3 which Buyer may not assume without the consent of the secured party.
Sale Assets. On the Closing Date, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller, free and clear of all Liens, except Permitted Liens and other Liens expressly accepted by Buyer, all of Seller's right, title and interest, legal and equitable, in and to all tangible and intangible assets (except Excluded Assets) used and/or useful in the operation of the Stations as they have been and are now operated, including the following:
(a) TANGIBLE PERSONAL PROPERTY. All equipment, parts, supplies, furniture, fixtures and other tangible personal property used and/or useful in the operation of the Stations as they have been and are now operated, including but not limited to the items listed on Schedule 3.6, together with such modifications, replacements, improvements and additional items, and subject to such deletions therefrom, made or acquired between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement.
Sale Assets. The Pending Sales Assets, like all of the other Assets, shall be turned over to DoveBid's ownership, possession and control at the Closing, and DoveBid will transfer and release the applicable Pending Sale Asset to the applicable purchaser thereof upon DoveBid being paid in full the purchase price for such Pending Sale Asset(s) as specified on Part II of Schedule 3.3 hereto. Any and all amounts due or payable by any purchaser or any other person or entity in connection with any Pending Sale Assets shall be remitted to DoveBid upon (i) the Closing, if due or payable from the purchaser or any other person or entity prior to the Closing, or (ii) promptly when due or payable from the purchaser or any other person or entity, if due or payable from such purchaser or other person or entity after the Closing.
Sale Assets. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller all of Seller’s right, title and interest in and to the Sale Assets.
Sale Assets. Except for the Excluded Assets, Seller acknowledges and agrees that Buyer is purchasing the Sale Assets with the understanding that the Sale Assets comprise all of assets used by Seller (including rights under contracts, permits, franchises, authorizations, licenses and other instruments and agreements) that may be necessary to operate the Business or own the Sale Assets as operated by Seller
