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Sale of Asset Sample Clauses

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:
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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. 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, 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. (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. Subject to the terms and conditions hereunder, Seller agrees to assign, sell, transfer, grant and convey and does hereby assign, sell, transfer, grant and convey unto Buyer seventy percent (70%) of his right, title and interest throughout the world in and to the Air Motor, Marks, Patent Rights and Copyrights. Seller agrees to promptly execute and deliver all papers and perform such other acts which are reasonably deemed necessary or appropriate by Buyer to transfer to Buyer or perfect to Buyer the right title and interest hereby conveyed, including separate assignments in the form of Exhibit "A" attached hereto, all of the same being in from and substance reasonably satisfactory to the counsel for Seller and Buyer. As the owner of seventy percent (70%) of the Air Motor, Marks, Patent Rights and Copyrights, Buyer has the right to grant licenses and sub-licenses thereunder but to protect Seller's security interest, Buyer shall provide Seller promptly with a copy of each such licenses or sub-licenses shall be on terms consistent with and subject to the Buyer's obligations hereunder.
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Sale of AssetSubject to all conditions and terms set forth herein, Seller shall sell and Purchaser shall purchase the corporate shell of ECOC free and clear of all liens, claims, and interests (the "Asset"). The sale is subject to Bankruptcy Court approval. Seller shall send notice of the proposed sale to all creditors on the bankruptcy mailing matrix and to other parties who have expressed an interest in possibly purchasing the Asset. The sale is also subject to any other offers which Trustee, in her discretion, determines to be a better offer. Trustee shall be entitled to schedule and conduct an auction (the "Auction") in connection with the sale of the Asset.
Sale of Asset. (a) On the Closing Date (as hereinafter defined) and pursuant to the terms and subject to the conditions set forth in this Agreement, Sellers shall sell to the Buyer, and the Buyer shall purchase from Sellers, the Asset. (b) The transfer of the Asset to the Buyer shall include the transfer, directly or indirectly, of all Asset-Related Property with respect to such Asset. For purposes of this Agreement, "Asset-Related Property" shall mean all of the Seller's right, title and interest (to the extent, by operation of law, the Sellers own such right title and interest), in and to (A) all easements, covenants and other rights appurtenant to said 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 or any other right of way, open or closed, in front of or adjoining said Property, (B) all furniture, fixtures, equipment and other tangible personal property (except items owned or leased by tenants from third parties or which are leased by the Seller which are now, or may hereafter prior to the Closing Date be, placed in, attached to, situated in or upon such Property (collectively, with all additions and replacements thereof, the "Tangible Personal Property"), (C) to the extent they may be transferred under applicable law, all licenses, franchises, certifications, approvals, permits and authorizations presently issued in connection with the operation, ownership and maintenance of all or any part of the Property as it is presently being operated, (D) to the extent assignable, all warranties, if any, issued or assigned 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 including commitments therefor (if any) held by the Seller with respect to its Property, including, without limitation, those contracts listed on Schedule E attached hereto (collectively, the "Contracts"), (F) to the extent assignable by the Seller, all trade names, logos, designs, trademarks, service marks, copyrights and other general intangibles and intellectual property (including any computer software programs used in connection with tenant escalation xxxxxxxx and maintained at the Property) relating to the Property, including, without limitation, but limited, nonetheless, to the extent assignable and subject to...
Sale of Asset. In the event the Landlord decides to dispose of the subject property, Tenant shall receive a one time “Right of First Refusal” to purchase. This right shall be for a period of thirty days. Front receipt of notice of Landlord’s intent to sell.
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