Transferred Assets. On the terms and subject to the conditions contained in this Agreement, at Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under the following Transferred Assets:
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
Transferred Assets. On Subject to the terms and subject to the conditions contained set forth in this Agreement, at Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer, convey, assign, transfer assign and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances)Buyer shall purchase and acquire from Seller, on the Closing Date, all of Seller’s right, title and interest in, to and under the following Transferred Assets:, free and clear of all Encumbrances, other than Permitted Liens. All of the Transferred Assets are intended to be transferred to Buyer, whether or not described in the Schedules hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Real Goods Solar, Inc.), Asset Purchase Agreement (Real Goods Solar, Inc.)
Transferred Assets. On the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Asset Seller shall sell, conveyassign and transfer to Asset Buyer, assignand Asset Buyer shall purchase and assume from Asset Seller, transfer all of Asset Seller’s right, title, and deliver to Buyerinterest in the Transferred Assets, free and clear of all Encumbrances (other than Liens except for Permitted Encumbrances), all of Seller’s right, title and interest in, to and under the following Transferred Assets:Liens.
Appears in 2 contracts
Samples: Membership Interest and Asset Purchase Agreement, Membership Interest and Asset Purchase Agreement (Crawford & Co)
Transferred Assets. On the terms and subject to the conditions contained set ------------------ forth in this Agreement, at the Closing, Buyer shall purchase from Selleras defined below, and Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), Buyer shall purchase from Seller all of Seller’s the right, title title, and interest inof Seller in and to all of the assets (the "Assets") of Seller, including but not limited to and under the following Transferred Assetsfollowing, subject to the exclusions set forth in Section 2.2:
Appears in 1 contract
Samples: Asset Purchase Agreement (Optical Security Group Inc)
Transferred Assets. On Upon the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall the Sellers agree to sell, conveytransfer, assign, transfer convey and deliver to Buyerthe Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances)the Purchaser agrees to purchase, acquire and accept delivery from the Sellers all of Seller’s rightthe Sellers’ rights, title and interest interests in, to and under the following Transferred Assets:, in each case free and clear of all Liens other than Permitted Liens.
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Transferred Assets. On Upon the terms and subject to the conditions contained in this Agreementhereof, at Closingas of the Closing Date and with respect to all Transferred Assets, Buyer shall purchase from SellerSeller hereby agrees to sell, and Seller shall selltransfer, convey, assign, transfer assign and deliver to Buyer, Buyer free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyer hereby agrees to purchase and accept from Seller, all of Seller’s right, title and interest inof Seller in and to, to and under the following Transferred Assets. For purposes of this Agreement, "Transferred Assets" shall mean:
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Transferred Assets. On the terms and subject to the conditions contained in of this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer, convey, assign, transfer assign and deliver to BuyerPurchaser (or Purchaser’s designated Affiliate(s)), free and clear of all Encumbrances and Purchaser (other than Permitted Encumbrancesor Purchaser’s designated Affiliate(s)) shall purchase from Seller, all of Sellerthe Seller Group’s right, title and interest in, to and under the following Transferred Assets. “Transferred Assets” means the following assets, properties, goodwill and rights of the Seller Group:
Appears in 1 contract
Transferred Assets. On the terms and subject to the conditions contained in this Agreement, at Closing, Buyer Buyers shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers, free and clear of all Encumbrances (other than Permitted EncumbrancesEncumbrances (provided that all Existing Encumbrances shall have been removed on or prior to Closing in accordance with Section 5.14)), all of Seller’s right, title and interest in, to and under the following Transferred Assetsfollowing:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Tucson Electric Power Co)
Transferred Assets. On Upon the terms and subject to the conditions contained set forth in this Agreement, at Closing, Buyer shall purchase from Seller, and Seller shall agrees to sell, conveytransfer, assign, transfer convey and deliver to BuyerPurchaser at the Closing, free and clear of all Encumbrances (other than Permitted Encumbrances)Purchaser agrees to purchase, acquire and accept delivery from Seller at the Closing, all of Seller’s rightrights, title and interest interests in, to and under the following Transferred Assets:, in each case free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Asset Purchase Agreement (Avadel Pharmaceuticals PLC)
Transferred Assets. On the terms and subject to the conditions contained set forth in this Agreement, at the Closing, Buyer shall purchase from Selleras defined below, and Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), Buyer shall purchase from Seller all of Seller’s the right, title title, and interest inof Seller in and to all of the assets (the "Assets") of Seller, including but not limited to and under the following Transferred Assetsfollowing, subject to the exclusions set forth in Section 2.2:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Core Technologies Pennsylvania Inc)