US Purchased Assets Sample Clauses

US Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing Time, but with effect as at the Effective Time, the US Vendor (and, with respect to the Intercompany Leased Equipment and the Shoshoni Lease Agreement, the Canadian Vendors) shall sell to the US Purchaser, and the US Purchaser shall purchase from the US Vendor (and, with respect to the Intercompany Leased Equipment and the Shoshoni Lease Agreement, the Canadian Vendors), as a going concern with all related goodwill, all of the undertaking, properties and assets (and, as applicable, the Canadian Vendors) constituting, or held for use in, the Business (excluding the Excluded Assets) as conducted in the United States of every kind and description and wherever located (collectively, the “US Purchased Assets”). The US Purchased Assets include the US Vendor’s (and, as applicable, the Canadian Vendors’) right, title, benefit and interest in the following assets of the Business:
Sample 1
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US Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, CIT Technologies shall, and CIT shall cause CIT Technologies to, sell, transfer, assign, convey and deliver to US Buyer, and US Buyer shall purchase from CIT Technologies, free and clear of all Encumbrances (except for Permitted Encumbrances), all of CIT Technologies’ right, title and interest in, to and under the following as the same shall exist on the Closing Date (collectively, the “US Purchased Assets”):
Sample 1
US Purchased Assets. For purposes of this Agreement, "US Purchased Assets" means all Customer List Assets pertaining solely to the CPE Business (and not to any other business of Seller) listed on Schedule 2.2, the Contracts listed in Schedule 2.2 (the "US Acquired Contracts"), the Business Materials pertaining solely to the CPE Business (and not to any other business of Seller) listed in Schedule 2.2, the Inventory listed in Schedule 2.2, the Accounts Receivable listed in Schedule 2.2 and the Equipment listed in Schedule 2.2.
Sample 1

Related to US Purchased Assets

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • 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;

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

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

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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.

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