Transfer of the Purchased Assets. The Vendors shall take all necessary steps and proceedings to permit good title to the Purchased Assets to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than Permitted Liens.
Transfer of the Purchased Assets. Pursuant to sections 105(a), 363(b), 363(f), 365(b) and 365(f) of the Bankruptcy Code, the Debtors are authorized to transfer the Purchased Assets on the Closing Date. Such Purchased Assets shall be transferred to the Buyer upon and as of the Closing Date and such transfer shall constitute a legal, valid, binding and effective transfer of such Purchased Assets and shall be free and clear of all Adverse Interests, except Assumed Liabilities and Permitted Encumbrances under the APA. Upon the Closing, the Buyer shall take title to and possession of the Purchased Assets subject only to the Assumed Liabilities and Permitted Encumbrances. Pursuant to section 363(f) of the Bankruptcy Code, the transfer of title to the Purchased Assets and the Assumed Contracts shall, except for Assumed Liabilities and Permitted Encumbrances, be free and clear of all Adverse Interests, including, without limitation, in respect of the following: (i) any labor or employment agreements; (ii) any mortgages, deeds of trust and security interests; (iii) any intercompany loans and receivables between one or more of the Debtors; (iv) any pension, multiemployer plan (as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA), health or welfare, compensation or other employee benefit plans, agreements, practices and programs, including, without limitation, any pension plan of any of the Debtors or any multiemployer plan to which the Debtors have at any time contributed to or had any liability or potential liability; (v) any other employee, worker’s compensation, occupational disease or unemployment or temporary disability related claim, including, without limitation, claims that might otherwise arise under or pursuant to (a) ERISA, (b) the Fair Labor Standards Act, (c) Title VII of the Civil Rights Act of 1964, (d) the Federal Rehabilitation Act of 1973, (e) the National Labor Relations Act, (f) the Age Discrimination and Employee Act of 1967 and Age Discrimination in Employment Act, as amended, (g) the Americans with Disabilities Act of 1990,
Transfer of the Purchased Assets. At or before the Transfer Date, the Vendor will cause all necessary steps and corporate proceedings to be taken in order to permit the transfer of the Purchased Assets.
Transfer of the Purchased Assets. Effective as of the Effective Date, pursuant to the terms and subject to the conditions of the Purchase Agreement, Seller (on behalf of itself and its Affiliates) hereby irrevocably sells, assigns, transfers, conveys and delivers to Buyer and its successors and its assigns, and Buyer hereby does purchase from Seller, all of Seller’s and its Affiliates’ right, title and interest in and to the Purchased Assets (including the Priority Review Voucher), in each case free and clear of all Encumbrances.
Transfer of the Purchased Assets. Subject to the terms and conditions set out in this Agreement, the Transferor hereby sells, conveys, assigns, transfers and delivers to the Transferee, and the Transferee hereby purchases and receives from the Transferor, free and clear of any encumbrances, all right, title, benefit and interest, legal or equitable, in the Transferred Assets for an aggregate purchase price equal to their fair market value, which the parties hereto estimate in good faith to be $[⚫] (the “Transfer Price”).
Transfer of the Purchased Assets. (a) The Sellers hereby sell, transfer, assign, convey and deliver to the Buyer free and clear from all Encumbrances other than Permitted Encumbrances, to have and to hold forever, all of the Sellers’ right, title and interest in and to the Purchased Assets.
(b) Notwithstanding anything in this Agreement to the contrary, the Sellers are retaining ownership and possession of, and are not selling, transferring, assigning, conveying, or delivering to the Buyer hereunder or otherwise, any right, title or interest of the Sellers in and to the Excluded Assets.
(c) Each of the Buyer and the Sellers agree that it shall do, execute, acknowledge and deliver all acts, agreements, instruments, and assurances as may be reasonably requested by the other party to further effect and evidence the transactions contemplated hereby.
Transfer of the Purchased Assets. At the Closing, PAR shall deliver to WWWX such bills of sale, endorsements, stock certificates, assignments and instruments of conveyance and transfer, in form and substance reasonably satisfactory to WWWX, as shall be reasonably required to vest in WWWX all of PAR's right, title and interest in and to the ATM Center free and clear of all liens and encumbrances as provided in Section 3.4.
Transfer of the Purchased Assets. Pursuant to the terms and subject to the conditions of the Purchase Agreement, Sellers hereby sell, assign, transfer, and convey to Buyer and its successors and its assigns, and Buyer hereby does purchase from Sellers, all of Sellers’ right, title and interest in and to the Purchased Assets (including the Priority Review Voucher), in each case free and clear of all Encumbrances. The right, title and interest in and to the Purchased Assets that are sold, transferred, conveyed, assigned and delivered by Sellers to Buyer hereunder collectively constitute the entire right, title and interest in and to the Purchased Assets and upon the Closing, Buyer shall have all right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances.
Transfer of the Purchased Assets. At the Closing, JenCom shall deliver to WWWX such bills of sale, endorsements, stock certificates, assignments and instruments of conveyance and transfer, in form and substance reasonably satisfactory to WWWX, as shall be reasonably required to vest in WWWX all of JenCom's right, title and interest in and to the Purchased Assets free and clear of all liens and encumbrances as provided in Section 3.4. The form of Xxxx of Sale is attached hereto as Schedule 3.2.
Transfer of the Purchased Assets. ADC procuring that all of the outstanding equity interest in ADC Software Ireland is transferred to the Guernsey Newcos free and clear of any Encumbrances and all of the Purchased Assets are transferred to Buyer.
