Sale of the Acquired Assets Sample Clauses
The 'Sale of the Acquired Assets' clause defines the transfer of ownership of specific assets from the seller to the buyer as part of a transaction. It typically outlines which assets are included in the sale, such as inventory, equipment, intellectual property, or customer contracts, and may also specify any excluded assets. This clause ensures both parties have a clear understanding of what is being transferred, thereby preventing disputes and ensuring the transaction proceeds smoothly.
Sale of the Acquired Assets. At the Closing, subject to the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser all rights, title and interests in and to the Acquired Assets and the Business free and clear of all Encumbrances.
Sale of the Acquired Assets. (a) Subject to the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to Purchaser, and relinquish exclusively to Purchaser in perpetuity, the Acquired Assets at the Closing.
(b) It is the intention of the parties that, from and after the Closing Date, Purchaser shall:
(i) receive and be entitled to exercise in full all rights and benefits pertaining to the Acquired Assets and perform all other such acts in relation thereto as Purchaser, in its sole discretion, deems advisable; and
(ii) institute and prosecute all suits and proceedings and take all actions, in its own name or in the name of the Seller, as the case may be, as Purchaser, in its sole discretion, may deem necessary or proper to collect, assert or enforce any claim, right or title of any kind in and to any and all of the Acquired Assets.
Sale of the Acquired Assets. (a) At the Closing, subject to the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and relinquish exclusively to the Purchaser in perpetuity all right, title and interest in and to the Acquired Assets and the Product Development.
(b) In furtherance of this Agreement, from and after the Closing Date, the Purchaser shall: (i) receive and be entitled to exercise in full all rights and benefits pertaining to the Acquired Assets and the Product Development and perform all other such acts in relation thereto as the Purchaser, in its sole discretion, deems advisable; and (ii) subject to Indemnitor's rights pursuant to Section 7.04, be entitled to institute and prosecute all suits and proceedings and take all actions, in its own name or in the name of the Seller, as the case may be, as the Purchaser, in its sole discretion, may deem necessary or proper to collect, assert, or enforce any claim, right, or title of any kind in and to any and all of the Acquired Assets and the Product Development.
Sale of the Acquired Assets. At the Closing, subject to the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, all right, title and interest of the Seller of every kind and description in and to the Acquired Assets, free of any Encumbrances except for Permitted Encumbrances. Anything to the contrary herein notwithstanding, if any Contract which constitutes an Acquired Asset being acquired by the Purchaser hereunder by its terms is not assignable without the consent of the other Party or Parties thereto, such assignment shall be deemed effective only upon receipt of such consent. With respect to each such Contract, after the Closing Date and until such time as such assignment has become effective, the Seller shall use its commercially reasonable efforts (including the payment by the Seller of any fee required to be paid to the landlord under the Lease or any other reasonable fee to a third party to obtain consent to assignment or any similar fee) to obtain the consent of all required parties thereto to the assignment of such Contract after the Closing Date. Subject to the obligations under the Contracts and to the Permitted Encumbrances, the Seller’s right, title and interest in and to the Acquired Assets, all of which are being conveyed hereunder to the Purchaser, include all rights pertaining to the Acquired Assets, including, but not limited to, the right to institute and prosecute all suits and proceedings and take all actions as may be necessary to collect, assert, or enforce any claim, right or title of any kind in and to any and all of the Acquired Assets.
Sale of the Acquired Assets