Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to Purchase set forth in Article III), on each Purchase Date, the applicable Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby purchases and takes from such Seller, all right, title and interest of such Seller in the property identified in clauses (i) through (iii) below, whether constituting accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other property of such Seller, including the following (in each case excluding any Excluded Amounts and Retained Interest) (collectively, the “Sale Assets”):
(i) the Receivables identified by such Seller as of any Purchase Date which are listed on Schedule I to the applicable Sale Assignment, together with all monies due or to become due in payment under such Receivables on and after the applicable Purchase Date, including, but not limited to, all Collections;
(ii) all Related Security with respect to the Receivables referred to in clause (i) above; and
(iii) all income and Proceeds of the foregoing.
(b) Either the Sellers, on the one hand, or the Buyer, on the other hand, may, in their respective sole discretion at any time after March 30, 2009 terminate this Agreement by delivery of written notice to the non-terminating party (i.e., the Sellers or the Buyer, as the case may be) not less than 30 days prior to the Termination Effective Date.
(c) The applicable Seller shall, on or prior to each Purchase Date, execute and deliver to the Buyer a certificate of assignment (the “Sale Assignment”) in the form of Exhibit A hereto.
(d) Except as specifically provided in this Agreement, the sale and purchase of Sale Assets under this Agreement shall be without recourse to the Sellers; however, it being understood that the applicable Seller shall be liable to the Buyer for all representations, warranties and covenants made by such Seller pursuant to the terms of this Agreement.
(e) The Buyer, the Administrative Agent, each Lender, each Guarantor, the Backup Servicer...
Sale, Transfer and Assignment. (a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each Purchase Date, (x) with respect to items of Collateral conveyed by the Seller hereunder, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes), and (y) in all other cases, with respect to items of Collateral Purchased by the Buyer hereunder, the Buyer hereby Purchases all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) (including all obligations as lender to fund any Revolving Collateral Loan or Delayed Drawdown Collateral Loan Purchased by Buyer hereunder which obligations Buyer hereby assumes), in the property identified in clauses (i) - (iv) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case excluding the Excluded Amounts) (collectively, the “Collateral”):
(i) the Collateral Obligations listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and all monies due, to become due or paid in respect of such Collateral Obligations on and after the related Purchase Date, including but not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date;
(ii) all Liens and Related Property with respect to the Collateral Obligations referred to in clause (i) above;
(iii) all Related Documents with respect to the Collateral Obligations referred to in clause (i) above; and
(iv) all income and proceeds of the foregoing. For the avoidance of doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed to include any Collateral Obligation acquired d...
Sale, Transfer and Assignment. In consideration of the Purchase Price and on the terms and subject to the conditions set forth in this Agreement, on the date of this Agreement, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby purchases and takes from the Seller, all right, title and interest (whether now owned or hereafter acquired or arising and wherever located) of the Seller in, to and under the Claims.
Sale, Transfer and Assignment. (a) For and in consideration of all and not less than all of the payments specified in Article 4 and other good and valuable consideration, IROC Innocross shall at the Transfer Date sell, assign and transfer to Avedro, and Avedro thereupon accept and assume from IROC Innocross, all of IROC Innocross’s right, title and interest in the United States of America and worldwide in and to the Technology existing now or in the future, with such assignment, transfer, acceptance and assumption being documented on the Transfer Date with the Parties’ execution of the document set forth in Section 2.3(c). IROC Innocross shall not assign, transfer, license, option, grant rights under or otherwise encumber the Technology during the Term of this Agreement, and any attempted action by IROC Innocross thereof shall be deemed null, void and of no legal effect. The Technology subject to this Section 2.3(a) includes without limitation:
(i) the Patent Rights (including all Related Inventions and Joint Inventions) and Patent Related Information;
(ii) the right to file (including the right to file new patent applications), prosecute and maintain the Patent Rights with any Patent Agency, and to do so in its own name;
(iii) all right, title and interest in the United States of America and in the world, in, to and under all patents granted directly on or as a result of the Patent Rights;
(iv) the right to claim any and all benefits with respect to the Patent Rights which are or may be available in any country under the International Convention For The Protection of Industrial Property, and any like treaties or laws;
(v) the right to claim and to enjoy the benefit of any priority dates established by the Patent Rights; and
(vi) the right to xxx for past, present and future infringements of the Patent Rights.
(b) The sale, assignment and transfer of the Technology shall become effective on the Transfer Date.
Sale, Transfer and Assignment. Except as otherwise expressly disclosed in the Due Diligence Materials, the sale, assignment and transfer of the Loan and Loan Documents to Buyer will be free of any participation interest;
Sale, Transfer and Assignment. Section 2.1. Sale, Transfer and Assignment 3 Section 2.2. Purchase Price 6 Section 2.3. Payment of Purchase Price 6
Sale, Transfer and Assignment. 3838421 hereby sells, transfers and assigns all of its rights, title and interest in and to the Property to EBUX according to the terms and the conditions set forth in this Agreement.
Sale, Transfer and Assignment. At the Closing, subject to the terms and conditions of this Agreement, Seller shall (i) irrevocably grant, convey and assign to the Buyer all of its worldwide right, title and interest in and to the Purchased Assets, to be held and enjoyed by the Buyer and its successors and assigns; (ii) with respect to any Purchased Asset which is a Transferred Third Party Software, irrevocably assign to the Buyer the license with respect to such Transferred Third Party Software, and (iii) further irrevocably grant, convey and assign to the Buyer all of its worldwide right, title and interest in and to any and all causes of action and rights of recovery for past infringement or misappropriation of the Transferred Intellectual Property Rights, to be held and enjoyed by Buyer and its successors and assigns, and the Buyer shall accept the foregoing grants, conveyances and assignments.
Sale, Transfer and Assignment. Digital Challenge hereby sells transfers and assigns to NME all of the "Rights" to the Software on the terms set forth herein. "Rights" means the IPRs and other rights to utilize the Software in conducting the Business in all areas of the world. Digital Challenge will provide one-year free technical support for this Software.
Sale, Transfer and Assignment. Effective as of the Closing (as defined below), Seller shall sell, assign, transfer, convey and deliver to Purchaser all of Seller’s right, title and interest in and to the Purchased Shares free and clear of all liens, other than any restrictions arising under applicable law and the Shareholders Agreement, and all of Seller’s rights under the Shareholders Agreement with respect to the Purchased Shares in exchange for the payment by Purchaser of the net book value of the Purchased Shares as of December 31, 2018, in cash.
