Transfer of Assets by Seller Sample Clauses

Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all the assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses of Seller of every kind and description as the same shall exist on the Closing Date (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are owned by, leased by or in the possession of Seller, whether or not reflected on the books and records of Seller (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including, without limitation, all right, title and interest of Seller in, to and under:
AutoNDA by SimpleDocs
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all the assets, properties, rights, licenses, permits, contracts, causes of action and claims, of every kind and description as the same shall exist on the Closing Date (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are used, owned by, leased by or in the possession of Seller, whether or not reflected on the books and records of Seller, including all assets shown on the 1996 Balance Sheet and not disposed of in the ordinary course of business or as permitted by this Agreement prior to the Closing Date (the collective assets, properties, rights, licenses, permits, contracts, causes of action and claims to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including without limitation all right, title and interest of Seller in, to and under the following, to the extent used, owned by, leased by or in the possession of Seller at the time of Closing:
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Sellers and Sellers agree to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, certain of the assets, properties, rights, licenses, permits, contracts, causes of action, claims and operations relating to or used in connection with the Business (except for the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are owned by, leased or licensed by, or in the possession or control of, Sellers (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Sellers pursuant hereto are referred to collectively herein as the “Transferred Assets”). Without limiting the generality of the foregoing, the Transferred Assets shall include all of Sellers’ right, title and interest in and to the following:
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall purchase from Seller and Seller shall sell, transfer, assign, deliver and convey or cause to be sold, transferred, assigned, delivered and conveyed to Buyer, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under those assets, properties and rights of Seller primarily used in the Business, other than the Excluded Assets, as reflected by the Financial Statements (collectively, the “Transferred Assets”), including, but not limited to, the following:
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens, all of Seller’s right, title and interest in, to and under all of the properties, rights and assets of every kind and nature, whether real, personal or mixed, tangible or intangible, wherever located, whether now owned, leased, used or held for use or hereafter owned, leased, used or held for use (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Transferred Assets”), including the following:
Transfer of Assets by Seller. Upon the terms and subject to ---------------------------- the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Newco agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Newco at the Closing, free and clear of all Liens, other than Permitted Liens, all the assets, properties, leases, rights, licenses, permits, contracts, causes of action, claims, operations and businesses of Seller of every kind and description as the same shall exist on the Closing Date (other than the Excluded Assets (as defined in Section 2.02) or any of the foregoing that relate solely to the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, that are owned by, leased by or in the possession of Seller, whether or not reflected on the books and records of Seller (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Newco by Seller pursuant hereto are referred to collectively herein as the "Transferred Assets") and including without limitation all right, title and interest of Seller in, to and under:
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the properties, rights and assets of every kind and nature, whether real, personal or mixed, tangible or intangible, wherever located, whether now owned, leased, used or held for use or hereafter owned, leased, used or held for use (other than the Excluded Assets), which are located at the Durham, North Carolina location of the Seller, (collectively, the “Transferred Assets”), including the following: 4826-7940-7793v12/101501-0066
AutoNDA by SimpleDocs
Transfer of Assets by Seller. On the Closing Date, subject to the conditions contained herein, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, all of the assets, properties, interests and rights of Seller which are used or held for use in connection with the operation of the Station (collectively, the "Purchased Assets"), including, without limitation, the following:
Transfer of Assets by Seller. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees to purchase from Seller and Seller agrees to sell or cause to be sold to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all the assets, properties, rights, licenses, permits, contracts, causes of action, claims and operations of Seller described below, wherever located, whether tangible or intangible, real, personal or mixed, that are owned by, leased by or in the possession or control of Seller or any of RIG, RIL or the Other Sales Companies (the collective assets, properties, rights, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto are referred to collectively herein as the "TRANSFERRED ASSETS"):
Transfer of Assets by Seller. On the Closing Date, subject to the conditions contained herein, Seller shall sell, assign, transfer and convey to KTNQ-KLVE, and KTNQ-KLVE shall purchase from Seller, all of the assets, properties, interests and rights of Seller which are used or held for use in connection with the operation of the Station, with the exception of the FCC Licenses (collectively, the "Purchased Assets"), including, without limitation, the following:
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!