Transfer and Sale of Purchased Assets Sample Clauses

Transfer and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Parties, at the Closing, Seller shall, and shall cause any applicable Selling Subsidiary to, sell, transfer, convey, assign, and deliver to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, acquire and accept from Seller and the Selling Subsidiaries, all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following assets, which shall in no event include any of the Excluded Assets (collectively, the “Purchased Assets”):
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Transfer and Sale of Purchased Assets. Subject to all terms and conditions hereof, Seller agrees hereby to transfer, sell, assign, convey and deliver to Buyer (as hereinafter defined), all of the Seller's right, title and interest in and to the following described assets, including, without limitation, all goodwill associated therewith (collectively, the "Purchased Assets"). The parties expressly agree that none of the Sellers" liabilities are being assumed by Buyer except as otherwise expressly set forth herein.
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Transfer and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Parties, at the Closing, Seller shall sell, transfer, convey, assign, transfer and deliver to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s and, to the extent applicable, its Subsidiaries’ right, title and interest in and to the following assets (collectively, the “Purchased Assets”):
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Transfer and Sale of Purchased Assets 
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Related to Transfer and Sale of Purchased Assets

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

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