Sale of Transferred Assets. (a) Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.
(b) The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:
Sale of Transferred Assets. The Seller shall sell and transfer and Seller shall cause its Affiliates to sell to the Purchaser or an Affiliate of Purchaser, at the Closing (other than as provided in Section 1.11), all of the right, title and interest of Seller or any Affiliate of Seller in the following tangible and intangible assets to the extent located in the United Kingdom or otherwise owned by Seller (the “UK Transferred Assets”), on the terms and subject to the conditions set forth in this Agreement, in consideration for payment of the Purchase Price:
Sale of Transferred Assets. Seller shall sell, assign, transfer, convey and deliver to Purchaser, at the Closing (as defined in Section 1.7), all of Seller’s ownership, rights and interest in and to the following properties, rights, interests and tangible and intangible assets (the “Transferred Assets”), free of any Encumbrances (other than Permitted Encumbrances), on the terms and subject to the conditions set forth in this Agreement:
Sale of Transferred Assets. It is not the intention of the Seller or the Issuer that any conveyance contemplated by this Agreement be deemed a pledge of any Transferred Assets by the Seller to the Issuer to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent or agreement of the parties hereto, any or all of the Transferred Assets are held by a court of competent jurisdiction to continue to be property of the Seller, then (i) this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (ii) the transfer of the Transferred Assets provided for herein shall be deemed to be a Grant by the Seller to the Issuer of a lien upon and security interest in all of the Seller’s right, title and interest in and to the Transferred Assets and all amounts payable on such Transferred Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (iii) the possession by the Issuer of the Transferred Assets and such other items of property as constitute instruments, money, negotiable documents, general intangibles, accounts or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the lien or security interest pursuant to Section 9-313 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such lien or security interest under applicable law. Any assignment of the interest of the Issuer pursuant to any provision hereof shall also be deemed to be an assignment of any lien or security interest created hereby or thereby. The Seller and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a lien upon or security interest in the Transferred Assets, such lien or security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement, including, without limitation, the execution and delivery by the Seller to the Issuer of all deeds of trust, mortgages, chattel mortgages, as...
Sale of Transferred Assets. Subject to Section 1.2, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchasers and/or (at Purchaser’s discretion) an affiliate of Purchasers, at the Closing, the following properties, rights, interests and tangible and intangible assets, whether existing as of the date of this Agreement or acquired during the Pre-Closing Period and whether owned by Seller or a Subsidiary of Seller (the “Transferred Assets”), on the terms and subject to the conditions set forth in this Agreement:
Sale of Transferred Assets. Subject to the terms and conditions set forth herein, at the Closing and as of the Closing Date:
(a) Seller shall (and, where applicable, shall cause each other member of the Seller Group to) sell, convey, assign (but only to the extent assignable) and transfer to Buyer Group, as applicable, and Buyer Group shall, and Buyer shall cause each applicable member of the Buyer Group to, purchase, acquire and accept from the Seller Group, all of the Seller Group’s right, title and interest in and to all of the Transferred Assets free and clear of Liens other than Permitted Liens; and
(b) Buyer shall (and, where applicable, shall cause each other member of the Buyer Group to) assume all responsibility and pay, perform and discharge any and all Assumed Liabilities, whenever incurred. For the avoidance of doubt, Buyer Group shall not acquire any right, title or interest in or to the Excluded Assets or assume any responsibility with respect to the Excluded Liabilities.
Sale of Transferred Assets. At the Closing (as defined in Section 2.1), Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser all of the Transferred Assets (as defined below), free of any Encumbrances other than Continuing Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, “Transferred Assets” shall mean and include all of the properties, rights, interests and other tangible and intangible assets of Seller (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles) that are used in, held for use or necessary for the conduct of, or related to, the Business, other than the Excluded Assets. Without limiting the generality of the foregoing, the Transferred Assets shall include: (a) all of the Intellectual Property and Intellectual Property Rights that are owned or controlled by Seller and that are used in, or held for use for, the conduct of the Business (collectively, the “Transferred IP”) and including right to register, prosecute, maintain or record any such Transferred IP, the right to all past and future income, royalties, damages and payments due with respect to such Transferred IP and all goodwill associated with such Transferred IP; (b) all rights with respect to any obligation of any current or former employees, consultants or independent contractors of Seller to refrain from using or disclosing any non-public or confidential information relating to any of the Transferred IP; (c) all rights of recovery, rights to xxx for or assert claims against and remedies against past, present or future infringements or misappropriation of any or all Transferred IP and rights of priority derived therefrom under any international conventions, treaties or agreements and protection of interests in them and to retain any and all amounts therefrom; (d) all rights of Seller under the Seller Contracts relating to the Business, including the Seller Contracts identified on Schedule 1.1(d) (collectively, the “Transferred Contracts”); (e) all machinery, installations, computer hardware, equipment, vehicles, fixtures, laptops, mobile phones, office supplies, furniture, tools, spare parts, supplies, materials and other tangible personal property and physical assets of Seller used in, held for use or necessary for the conduct of, or related to, the Business, together with all additions and alterations thereto, and a...
Sale of Transferred Assets. Upon the terms and subject to the conditions set forth in this Agreement, upon the Closing (as defined in Section 1.6), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, good and valid title to the Transferred Assets. For purposes of this Agreement, the term “Transferred Assets” shall mean the properties, rights, interests and tangible and intangible assets of the Seller relating to the PPSA Business (as defined herein) described below in Sections 1.1(a) – 1.1(j) (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), whether existing as of the date of this Agreement or acquired during the Pre-Closing Period and whether owned by the Seller, which shall not include any Excluded Assets (as defined in Section 1.1(j)):
Sale of Transferred Assets. Upon the terms and subject to -------------------------- the conditions set forth in this Agreement, at the Closing (as defined below) the Sellers shall transfer to the Buyer free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims") except for the Assumed Liabilities (as defined below) all of the assets, properties and rights owned by the Sellers or in which the Sellers have any right or interest of every type and description, real, personal and mixed, tangible and intangible, including, without limitation, software (including, without limitation, source codes, object codes and documentation), licenses thereto, business agreements, property, equipment, tooling, molds, fixtures, inventory, all cash on hand and in banks (including all uncollected items) prepaid expenses and advance payments, tax refunds and tax credits, notes and accounts receivable and all other sums due the Sellers, good will, supplier and customer lists, patents, trademarks, trade names, licenses and permits, pending applications for patents, trademarks, trade names and licenses, processes, know-how, show-how, trade secrets, computers and computer equipment, computer programs, all books of account, files and other records, systems and processes, contracts, arrangements and understandings, oral and written, formal and informal, for work to be performed and/or services to be provided, interests in real estate, leasehold and other improvements, machines, machinery, warehouse equipment, furniture, fixtures, vehicles, supplies, all rights and claims under insurance policies and other contracts of whatever nature, all causes of action, judgments, claims and demands of every nature and all other rights in funds of whatever nature, and all other assets, properties and rights of every kind and nature owned by the Sellers, whether or not specifically referred to in this Agreement (collectively, the "Transferred Assets"), with the intention that the Business shall be transferred to the Buyer as a going concern. The Sellers shall transfer the Transferred Assets to the Buyer pursuant to a Bill of Sale in substantially the form of Exhibit 1.01 and such other ------------ documents and instruments as the Buyer or its counsel may reasonably request.
Sale of Transferred Assets. At the Closing, subject to Section 11.1(b), the Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or an Affiliate or Affiliates of the Purchaser to be designated by the Purchaser) all of the Transferred Assets, free and clear of any Encumbrances (except for Permitted Encumbrances) on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, “Transferred Assets” shall mean: (x) each Asset owned or held, or purported to be owned or held, by the Seller at any time from the date of this Agreement through the Closing Date (other than Excluded Assets) and (y) each of the following Assets:
