Sale of Asset. (a) On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Asset.
(b) The Asset shall include all Asset-Related Property. For purposes of this Agreement, “Asset-Related Property” shall mean any and all of the following which is owned or used by the Seller in connection with the Property:
Sale of Asset. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby (the “Closing”), the Seller will sell, convey, assign and transfer the Assets to the Buyer, and the Buyer will purchase and acquire the Assets from the Seller, free and clear of any claims or Encumbrances (as defined in Section 2.6) . The Assets shall include all of the Seller’s right, title and interest in and to the following as at the Closing Date (as defined in Section 1.3 below):
Sale of Asset. (a) On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, Seller’s right, title and interest in the Asset; provided that, Seller hereby reserves (and shall at the Closing reserve and retain) all Mineral, Oil and Gas Rights.
(b) The transfer of the Asset to Buyer shall include the transfer of all Asset-Related Property. For purposes of this Agreement, “Asset-Related Property” shall mean all of Seller’s right, title and interest in and to the following (but excluding any of the Mineral, Oil and Gas Rights):
Sale of Asset. Subject to the terms and conditions of this Agreement, at the closing under this Agreement (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title, and interest in and to Seller’s assets, patents and properties used in, useful to and/or relating to the Software (as defined below), which shall include (but not be limited to) the following (the "Asset"):
Sale of Asset. Sale or otherwise dispose of any material asset of any of the Group Companies that accounts for more than 5% of the then total asset value of the Group Companies, other than the securities to be offered in the IPO.
Sale of Asset. (a) On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Asset.
(b) The transfer of the Asset to the Buyer shall include the transfer of all Asset-Related Property with respect to the Asset. For purposes of this Agreement, "Asset-Related Property" shall mean all of the Seller's right, title and interest in and to (A) all easements, covenants and other rights appurtenant to the Property and all right, title and interest of the Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the Property and to the center line thereof, (B) all furniture, fixtures, equipment and other personal property (except items owned or leased by tenants or which are leased by the Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property, (C) to the extent they may be transferred under applicable law, all licenses, permits and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated, (D) to the extent assignable, all warranties, if any, issued to the Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property, (E) to the extent assignable, all service, supply and maintenance contracts (if any) held by the Seller with respect to the Property and its mechanical equipment, elevators and other elements, (F) to the extent assignable, all trade names and general intangibles relating to the Property and (G) all leases, licenses, contracts and other agreements, to the extent transferable, for the use and occupancy of all or any part of the Property and all security and escrow deposits held by the Seller in connection with any such leases, licenses, contracts and other agreements.
Sale of Asset. On the Closing Date, Assignor will sell, convey, assign, transfer and deliver to Assignee, and Assignee will purchase and acquire from Assignor, all of Assignor's right, title and interest in and to the Patent License Agreement.
Sale of Asset. Subject to the terms, conditions and provisions hereof, the Vendor agrees to sell, convey, assign and transfer to the Purchaser, all right, title, benefit and interest in and to the Purchased Assets.
Sale of Asset. Subject to all conditions and terms set forth herein, Seller shall sell and Purchaser shall purchase the corporate shell of SAMPLE free and clear of all liens, claims, interests (the "Asset").
Sale of Asset. Seller does hereby sell, transfer, assign and convey, free and clear of all liabilities, liens and other encumbrances, the Asset to Buyer and Buyer agrees to acquire all of Seller’s right, title and interest in and to the Asset. The Asset shall be conveyed by a Xxxx of Sale in the form attached hereto as “Exhibit A.”
