Sale of Assets to Buyer Sample Clauses

Sale of Assets to Buyer. Upon the terms and subject to the conditions herein set forth, at the Closing referred to in Section 3, Seller and Shareholder shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller and Shareholder all of the right, title and interest that the Seller and Shareholder possess and have the right to transfer in and to (a) the Packaging Facility Lease and the Dock Facility Lease, together with all improvements, fixtures and fittings on the real property subject to such leases, and all easements, rights of way, and other appurtenances thereto, (b) tangible personal property of Seller (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods and processed and finished goods, furniture, automobiles, trucks, tractors, trailers and tools), including, but not limited to, all of the personal property assets of the Seller set forth on Schedule 1.1, (c) intellectual property of the Seller, including trademarks, trade names and patents, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, (d) leases and subleases of the Seller, and rights thereunder, (e) agreements, contracts, indentures, mortgages, instruments, security interests, guarantees, or other similar arrangements of Seller, and rights thereunder, (f) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff, and rights of recoupment of the Seller (excluding any such item relating to the payment of taxes), (g) franchises, approvals, permits, licenses, orders, registrations, certificates, variances of Seller, and similar rights obtained from governments and governmental agencies by Seller, (h) books, records, ledgers, files, documents, correspondence, lists, architectural plans, drawings and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials of Seller (collectively, the "Assets"). The Assets shall not include, (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, or other documents relating to th...

Sale of Assets to Buyer. At the closing, Seller shall sell and assign to the Buyer, and the Buyer shall purchase and acquire, all of the business of the Seller relating to the Stations and BMS and all of the assets of the Seller used in the operations of the Stations and BMS (excluding only the assets referred to in section 1.2) as those assets exist on the Closing Date (as defined in section 3. 1). Except as otherwise provided in section 1.2, the assets of the Stations and BMS to be sold and assigned (collectively, the "Assets") include, but are not limited to, the following: (a) all broadcast licenses (the "FCC Licenses") for the Stations and BMS issued by the Federal Communications Commission (the "Commission") and any other permits and authorizations (and applications for any of them) relating to the operation of the Stations and BMS, including, but not limited to, those listed on schedule 1.1(a); (b) all equipment including computers and office equipment, transmitting towers, transmitters, supplies, vehicles, furniture, fixtures and leasehold improvements, improvements on land being acquired by the Buyer pursuant to section 1.1(c), any tapes and compact discs owned by the Stations and BMS, and all other tangible personal property, wherever located, that is owned by the Seller and used in the operation of the Stations and BMS, including, but not limited to, the items listed on schedule 1.1(b); (c) all real property owned by the Seller relating to the Stations, including, but not limited to, the property listed on schedule 1.1(c); (d) all rights of the Seller under leases and other agreements relating to the business and operations of the Stations and BMS, to the extent that those rights relate to the period after 12:00 Midnight on the Closing Date, including, but not limited to (i) all agreements relating to the sale of broadcast and advertising time reflected in the sales projection report previously delivered to Buyer, (ii) the leases and other agreements listed on schedules 4.13 and 4.14, (iii) the agreements relating to the news broadcast network, Noti Uno, listed on schedule 4.13; and (iv) any other leases and other agreements relating to the business and operations of the Stations and BMS that are entered into consistent with the provisions of section 6.2 (and with the prior written consent of Buyer) between the date of this agreement and the Closing Date; (e) all promotional materials, trademarks, trade names, logos, copyrights, whether or not registered (and all issued...

Sale of Assets to Buyer. At the Closing, subject to the satisfaction or valid waiver of the conditions set forth in Section 7, Seller shall sell and assign to Buyer and Buyer shall purchase and acquire, all of Seller’s right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens.

Sale of Assets to Buyer. At the closing referred to in section 3.1, Seller shall sell and assign to the Buyer (and shall cause WEBE Associates and WICC Associates to assign to the Buyer), and the Buyer shall purchase and acquire, all of the business of the Seller, WEBE Associates and WICC Associates relating to the Stations and all of the assets of the Seller, WEBE Associates and WICC Associates used in the operations of the Stations (excluding only the assets referred to in section 1.2) as those assets exist on the Closing Date (as defined in section 3. 1). Except as otherwise provided in section 1.2, the assets of the Stations to be sold and assigned (collectively, the "Assets") include, but are not limited to, the following: (a) all broadcast licenses (the "FCC Licenses") for the Stations issued by the Federal Communications Commission (the "Commission") and any other permits and authorizations (and applications for any of them) relating to the operation of the Stations, including, but not limited to, those listed on schedule 1.1(a), together with any renewals, extensions or modifications thereof and additions thereto made between the date of this agreement and the Closing Date (together with the FCC Licenses, the "Licenses");

Sale of Assets to Buyer. Subject to the other terms and conditions set forth in this agreement, and at the closing referred to in section 3.1, the Sellers shall sell and assign to the Buyer, and the Buyer shall purchase and acquire, all of the assets of the Sellers (excluding only the assets referred to in section 1.2) as those assets exist on the Closing Date referred to in section 3.1, free and clear of all liens, claims and encumbrances ("Liens") (except for those Liens to be assumed by Buyer pursuant to section 2.

Sale of Assets to Buyer. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at the Closing (as defined below), all of Seller's right, title and interest in and to the Purchased Assets as those assets exist on the Closing Date (as defined below), free and clear of any security interest, lien, charge, option, restriction on transfer, claim or other encumbrance (a "Lien"). The term "Purchased Assets" as used herein means the TSISoccer.com Internet domain name, the goodwill associated with thxx xxxxxx xxxe and the HTML code, graphics and other copyrightable work existing on the TSISoccer.com web site as it exists on the Closing Date (as defined xxxxx).

Sale of Assets to Buyer. Upon the terms and subject to the conditions herein set forth, at the Closing referred to in Section 3, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Parent and Buyer shall purchase and acquire from Seller, all of the properties, assets and goodwill that are used in the Business, of whatever kind and nature, personal, tangible or intangible (including all rights of the Seller arising from its operation of the Business and excluding only those assets referred to in Section 1.2 of this Agreement) (collectively, the "Assets"), as those Assets exist on the Closing Date (as defined in Section 3). The Assets include, but are not limited to, the following: (a) all of Seller's machinery, equipment, equipment leases, chemicals, supplies, vehicles, furniture, fixtures, tools, molds, dyes, computers and all other personal property, wherever located, which are used in the Business, including, but not limited to, the items listed on Schedule 1.1(a); (b) [Reserved]; (c) all inventory of Seller used in the Business, wherever located, including, without limitation, the parts, chemicals and materials listed on Schedule 1.1(c); (d) all of Seller's computer software used in the Business, and all rights, title and interest of Seller in, to and under all trademarks, trademark rights, trademark applications, patents, patent rights, patent applications, trade secrets, inventions, training and equipment manuals, technology, methods, manufacturing, engineering, technical and any other know-how, processes, projects in development, trade names, service marks, other intellectual property rights and other proprietary information of the Seller used in or relating to the Business, including, but not limited to, the trade name "Xxxxxxxxx Company" and any and all variations thereof. All material intellectual property, including all trade names and patents used or held by Seller, are listed on Schedule 1.1(d); (e) all of Seller's rights under any written or oral contracts, unfilled service and/or blanket purchase orders, agreements, leases, instruments, registrations, licenses, certificates, distribution agreements or other documents, commitments, arrangements or authorizations relating to the Business, including, but not limited to, the agreements and other instruments identified on Schedule 1.1(e) (the "Contracts"); PROVIDED, that nothing contained in this Agreement shall be construed as an attempt to agree to assign any contract which is by itself non-assignable ...

Sale of Assets to Buyer. Subject to the other provisions of this Agreement, the Seller agrees to sell, assign, transfer and deliver to the Buyer, and the Buyer agrees to purchase at the Closing, all assets, rights and properties of any kind owned or held beneficially or on record by the Seller, including without limitation those used in the Business, any Cash Amounts from and after the Effective Time and any restricted cash, other than the Excluded Assets (such assets collectively, the “Purchased Assets”), in exchange for the consideration specified in this Section 2.

Sale of Assets to Buyer. On the terms and subject to the conditions set forth in this Agreement, at the closing referred to in Section 3.1, Arcar shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Arcar, all of Arcar's right, title and interest in and to all of the Purchased Assets (as defined below) and the business of Arcar, free and clear of all Liens, as such Purchased Assets exist on the Closing Date (as defined hereinafter). As used herein, the term "Purchased Assets" means all of the assets, properties and rights owned by Arcar, or used or usable by Arcar, of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the Books and Records of Arcar, other than those assets, properties and rights which are specifically excluded pursuant to Section

Sale of Assets to Buyer. At the Closing referred to in Section 4, the Seller shall sell and assign to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the equipment, materials, work in progress, finished goods, telephone numbers, customer lists, goodwill, and all of Seller's right, title and interest in any and all of the other assets used in connection with the Business, including but not limited to, all tradenames, trademarks, (the "Purchased Assets"), free and clear of any claims, liens or encumbrances, except for those that are non-substantial in character and that do not otherwise materially interfere with the present or proposed use of the Purchased Assets, as the Purchased Assets exist as of the Closing.