Sale of the Assets. (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, the Assets.
(b) The transfer of the Assets to Buyer shall include the transfer of all Asset- Related Property. For purposes of this Agreement, subject to subsection 2.1(c), “Asset-Related Property” shall mean all of Seller’s right, title and interest in and to the following:
Sale of the Assets. On the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer and deliver the Assets to the Buyer, and the Buyer shall purchase the Assets (together with any and all liabilities of the Seller associated with such Assets) from the Seller, for a purchase price equal to Fifty One Million Two Hundred Thousand Dollars ($51,200,000) plus accrued dividend and out-of pocket expenses (collectively, the "Purchase Price").
Sale of the Assets. Seller hereby sells to the Company and the Company hereby purchases from the Seller any and all right, title and interest to the Product including, but not limited to, the assets described in Exhibit A, as attached hereto and incorporated by reference herein (the “Assets”).
Sale of the Assets. 2.1 Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest in and to the Assets and all materials and rights pertaining thereto. The list of Assets is attached hereto as Exhibit "A".
2.2 The total purchase price shall be 104 million Common Shares of the Buyer (One Hundred Four Million). Such shares shall carry a restrictive legend and will be issued pursuant to an exemption from registration under the Securities Act of 1933; such shares will be issued subsequent to a 2.2 to 1 reverse split of the Buyer's stock (reducing the number of shares from 13, 180,296 to 5,991,044).
Sale of the Assets. Buyer agrees to purchase from Seller, and Seller agrees to sell, assign and transfer to Buyer, on the closing date (as later defined), all of Seller's rights, title and interest in and to the following assets, free and clear of all liens and encumbrances except Seller's security interest described below:
Sale of the Assets a) Subject to the terms and conditions of this Agreement, on the Closing Date (as such term is defined in Paragraph 3 hereof), Castle shall sell and assign, and AAI shall purchase and acquire, all of Castle's right, title and interest in and to the Assets, without recourse except as expressly provided for in this Agreement.
b) The sale and assignment of the Assets as herein contemplated shall be effected by Castle's delivery to AAI, on the Closing Date, of all original documents in Castle's possession, or under its control, that relate to the Assets, together with such endorsements, assignments and other instruments of transfer and assignment as shall be necessary or appropriate to transfer and assign the Assets to AAI on the Closing Date as contemplated by this Agreement, without warranty or representation except as set forth in this Agreement, all as more fully set forth in Paragraph 7 hereof. Castle agrees to execute such documents and take such further action as may be reasonably required from time to time thereafter to better effect or perfect the sale, assignment and transfer referred to above and to assure to AAI the rights intended to be granted by this Agreement.
Sale of the Assets. Subject to the terms and conditions contained herein, Seller shall sell, transfer, assign and deliver to Purchaser and Purchaser shall purchase and acquire from Seller, all right, title and interest of Seller in and to the assets, properties, rights (contractual or otherwise) and business of Seller relating to the Assets, wherever located, as follows:
a. All equipment (including, without limitation, computer hardware, systems, display boards and xxxxx), tools, parts, supplies, inventory and other tangible personal property as disclosed on Schedule A attached hereto;
b. All transferable franchises, licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body (to the extent the same are transferable);
c. All patents, rights under patent cooperation treatises, inventions, trade secrets, processes, proprietary rights, proprietary knowledge, computer software, trademarks, names, service marks, trade names, copyrights, symbols, logos, franchises, blueprints and permits and all applications therefor, registrations thereof and licenses, sublicenses or agreements in respect thereof, which Seller owns or has the right to use or to which Seller is a party, and all transferable filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office;
d. All contracts, distribution agreements, contract rights, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which Seller is a party (whether or not legally bound thereby) (collectively, the "Contracts"), including without limitation, the Contracts associated with the games listed on Schedule B attached hereto. Purchaser hereby accepts the foregoing conveyance, sale, transfer, assignment and delivery of the Contracts, and promises and agrees to perform the liabilities and obligations of Seller arising under the Contracts specifically listed in Schedule B to the extent such liabilities and obligations are incurred and are first required to be performed after the date of this Assignment; provided, however, that Purchaser shall only be obligated to assume the Contracts listed on Schedule B to the extent that such Contracts have been identified by Seller to Purchaser and...
Sale of the Assets. Subject to the terms and conditions of this Agreement, Columbia shall cause the Subsidiaries to and shall use its reasonable best efforts to cause the Joint Ventures to sell, convey, transfer, assign and deliver to Buyer or its affiliates and Buyer agrees to purchase at Closing all assets, real, personal and mixed, tangible and intangible, other than the Excluded Assets (as hereinafter defined), owned by the Owners and employed exclusively in the operation of the Agencies including, without limitation, the following items (collectively, the "Assets"): (i) leasehold title to the real property described in SCHEDULE 4.8 hereto, together with all improvements, buildings and fixtures located thereon or therein (collectively, the "Leasehold Property"); (ii) all major, minor or other equipment, whether movable or attached to the Leasehold Property, vehicles, furniture and furnishings; (iii) all supplies and inventory; (iv) prepaid expenses which are included in the determination of the Value of Prepaid Expenses;
Sale of the Assets. Subject to satisfaction of the conditions set forth in Sections 2.2 and 2.3 hereof, Seller shall sell, transfer and assign, and Purchaser shall accept all of Seller’s right, title and interest in and to the Assets at the time of Closing, pursuant to the terms and conditions of the Agreement.
Sale of the Assets. At the Closing provided for in Section 2.01:
(a) Seller shall sell the assets set forth on Schedule 1.01(a) (the "Assets," provided however that Assets shall not include the retained assets set forth on Schedule 1.01(a), the "Retained Assets") and Buyer shall purchase the Assets for the purchase price provided in Section 1.02; and
(b) Buyer shall assume and undertake to perform the liabilities and obligations of Seller specifically described on Schedule 1.01(b) hereto (such liabilities and obligations being hereinafter referred to as the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume or be responsible for, and Seller shall retain and remain responsible for, any and all obligations and liabilities of Seller of any nature whatsoever, whether past, current or future, whether accrued, contingent, known or unknown.
