Assets to be Conveyed. Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser at Closing (as hereinafter defined), and Purchaser agrees to purchase and accept the assignment, transfer, conveyance and delivery from Seller at Closing of, all of the following assets used or located in or held for use in connection with the Restaurants operated by Seller (collectively, the "Purchased Assets") free and clear of all mortgages, liens, security interests, encumbrances, restrictions on transfer, rights of first refusal, pre-emptive rights, equities, claims, pledges, priorities, hypothecation, charges, liabilities and other obligations of whatever kind and character (collectively referred to herein as "Liens"), except for such Liens as are specifically permitted as provided herein:
Assets to be Conveyed. On the Closing Date (as defined below), subject to and in reliance upon the covenants, representations, warranties and agreements set forth herein, and subject to the terms and conditions contained herein, Seller shall sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Seller, all of the assets used or held for use in the operation of the Stations, other than Excluded Assets (as defined below), including without limitation, the following (collectively, the "Assets"):
Assets to be Conveyed. On the Closing Date (as defined below), and subject to the terms and conditions of this Agreement, GW will sell, assign, convey, transfer, and deliver to Monarch, and Monarch will purchase and accept from GW, the following:
Assets to be Conveyed. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the following (the "Assets"):
Assets to be Conveyed. At the Closing (as hereinafter defined), the Seller shall assign, sell, convey, transfer, and deliver to the Buyer, by good and sufficient instruments, as listed on Exhibit D and in forms acceptable to Buyer and Seller, and the Buyer shall purchase from the Seller the following tangible and intangible assets (the "Assets"):
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, Seller will, at the closing provided for in Section 1.04 hereof (the "Closing"), sell, convey, assign, lease, transfer or deliver to Purchaser any and all fixed assets, tangible and intangible, used in or associated with the Stores free and clear of all liens and encumbrances, including, but not limited to, the following (the "Assets"):
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), Seller will assign, transfer and deliver to Buyer and Buyer shall purchase from Seller all of Seller's right, title and interest in and to all of the assets described in this Section 2.1 (collectively, the "Assets"):
Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer. (a) All of the tangible personal property, physical assets and equipment used or intended to be used in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A Assets. (c) All of Sellers cash or prepaid deposits, accounts receivable as all are listed on Exhibit B attached hereto ("Balance Sheet") (the supporting documentation shall be provided by Seller to Buyer under Exhibit B); Payables are the burden of Buyer and the Receivables belong to Buyer, and 2.
Assets to be Conveyed. On the Closing Date (as hereinafter defined), Seller will assign, convey, transfer and deliver to Buyer, by instruments of conveyance in form and substance reasonably acceptable to both parties, the following assets owned by Seller (hereinafter sometimes referred to as the "Assets"):
Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as hereinafter defined) Seller shall (and shall cause the Affiliated Sellers to) convey, transfer, assign, sell and deliver to Buyer, and Buyer shall acquire, accept and purchase, to the extent transferable or assignable by the Sellers all of the right, title and interest of the Sellers in and to the following assets comprising or relating to the Locations (collectively, the “Assets”) as the same may exist on the Closing Date, but excluding the Excluded Assets (as defined in Section 1.2):
