Common use of Transfer of Purchased Assets Clause in Contracts

Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Transcat Inc), Asset Purchase Agreement (Transcat Inc), Asset Purchase Agreement (Transcat Inc)

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Transfer of Purchased Assets. Subject to all of (a) On the terms and subject to the conditions of contained in this Agreement, at the Closing each Seller shall sell, transferlease, convey, assign assign, license, transfer and deliver to BuyerPurchaser, free and clear of all EncumbrancesEncumbrances other than the Permitted Encumbrances identified on Schedule 5.10(b) hereto, and Buyer Purchaser shall purchase and accept acquire from each Seller, all of the assetsright, of every nature title and description whatsoever interest in, to and under the Assets included on Schedule 1.1, wherever situated, tangible or intangible, owned by Seller on the Closing Date located (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):.

Appears in 2 contracts

Samples: Asset Purchase Agreement by And (Sunrise Senior Living Inc), Facilities Purchase and Sale Agreement (Sunrise Senior Living Inc)

Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at on the Closing Date, Seller shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, and Buyer shall purchase and accept from SellerLiens, all right, title and interest of Seller in, to and under the following assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller as the same shall exist on the Closing Date (collectively, herein collectively called the "Purchased Assets”), including the following (but excluding the Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paulson Capital Corp), Execution Copy Asset Purchase Agreement (First Montauk Financial Corp)

Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at as of the Closing Date, Seller shall sellhereby sells, transfertransfers, conveyassigns and delivers to Purchaser, assign and deliver to BuyerPurchaser accepts, acquires, and assumes from Seller, free and clear of all Encumbrances, liens and Buyer shall purchase and accept from Sellerencumbrances, all of right, title and interest to the assets, of every nature assets owned and description whatsoever and wherever situated, tangible or intangible, owned used by Seller on in connection with the Closing Date Business, except the Excluded Assets, which shall include the following assets (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):

Appears in 2 contracts

Samples: Asset Conveyance Agreement (Fintech Scion LTD), Asset Conveyance Agreement (Sidus Space Inc.)

Transfer of Purchased Assets. Subject to all of Upon the terms and subject to the conditions of contained in this Agreement, at the Closing Closing, Seller shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer shall acquire from Seller, the Purchased Assets, free and clear of all Encumbrances, and Buyer shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):Encumbrances other than Permitted Exceptions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (GPS Industries, Inc.), Asset Purchase Agreement (Tix CORP)

Transfer of Purchased Assets. Subject to all of Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, Seller shall sellassign, transfertransfer and convey to Purchaser all the rights, convey, assign title and deliver interests of Seller in and to Buyer, the following assets free and clear of all Encumbrances, and Buyer shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date any Liens other than Permitted Exceptions (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Penn Virginia Resource Partners L P)

Transfer of Purchased Assets. Subject to all of the terms and conditions of contained in this Agreement, at on the Closing Date, Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, free and clear of all EncumbrancesPurchaser, and Buyer Purchaser shall purchase and accept acquire from Seller, all of the assets, Purchased Assets free and clear of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on any Encumbrances (except the Closing Date (collectively, the “Purchased Assets”Permitted Encumbrances), including the following (but excluding and Seller shall retain the Excluded Assets):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greatbatch, Inc.)

Transfer of Purchased Assets. Subject to all of the terms and conditions of contained in this Agreement, at on the Closing Date, Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase and accept acquire from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date (collectively, the “Purchased Assets”), including the following (but excluding free and clear of any Encumbrances, and Seller shall retain the Excluded Assets):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all EncumbrancesPurchaser, and Buyer Purchaser shall purchase purchase, accept and accept acquire from Seller, all of Seller’s right, title, and interest in, to and under all of the assets, of every nature rights, claims and description whatsoever and wherever situated, tangible or intangible, owned by Seller on contracts related to the Closing Date Business (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens), including without limitation, the following (but excluding the Excluded Assets):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

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Transfer of Purchased Assets. Subject to all of the terms and conditions of contained in this Agreement, at on the Closing Seller Date, the Sellers, shall sell, convey, transfer, convey, assign and deliver deliver, or cause to Buyerbe sold, transferred, assigned and delivered, to Purchaser, and Purchaser shall purchase and acquire from the Sellers, as applicable, all of the Purchased Assets, free and clear of all any Encumbrances, and Buyer the Sellers, as applicable, shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date (collectively, the “Purchased Assets”), including the following (but excluding retain the Excluded Assets):.

Appears in 1 contract

Samples: Asset Purchase Agreement (WPCS International Inc)

Transfer of Purchased Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Seller Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all EncumbrancesPurchaser, and Buyer Purchaser shall purchase purchase, accept and accept acquire from SellerSellers, all of Sellers’ right, title, and interest in, to and under all of the assets, of every nature rights, claims and description whatsoever and wherever situated, tangible or intangible, owned by Seller on contracts related to the Closing Date Business (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens), including without limitation, the following (but excluding the Excluded Assets):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cbeyond, Inc.)

Transfer of Purchased Assets. Subject to all of the terms and conditions of set forth in this Agreement, at the Closing Closing, Seller shall sell, convey, transfer, convey, assign and deliver to BuyerPurchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances, and Buyer shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date any Encumbrance (collectively, the “Purchased Assets”), including the following (but excluding the Excluded Assets):other than Permitted Encumbrances).6

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer of Purchased Assets. Subject to all of (a) On the terms and subject to the conditions of contained in this Agreement, at the Closing Seller the Sellers shall sell, transfer, convey, convey and assign and deliver to Buyerthe Purchaser, free and clear of all Encumbrances, and Buyer the Purchaser shall purchase and accept acquire from Sellerthe Sellers, all of the Sellers' right, title and interest in and to the assets, properties, interests in properties and rights of the Sellers of every nature kind and description whatsoever and (other than the Excluded Assets), wherever situatedlocated, tangible or intangible, owned by Seller on as the Closing Date (collectively, same shall exist immediately prior to the “Purchased Assets”)Closing, including the following (but excluding the Excluded Assets):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Transfer of Purchased Assets. Subject to all of Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, the Seller shall sell, transferassign, convey, assign transfer and deliver convey to the Buyer, and the Buyer shall acquire and accept from the Seller, all right, title, and interest of the Seller to and in all of the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances. For the purposes of this Agreement, and Buyer shall purchase and accept from Seller, all of the assets, of every nature and description whatsoever and wherever situated, tangible or intangible, owned by Seller on the Closing Date (collectively, the Purchased Assets”), including the following (but excluding the Excluded Assets):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sonoma Pharmaceuticals, Inc.)

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