Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSING") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, on the terms set forth herein, all of the Seller's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENS"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCES" shall mean (a) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the value of the Assets for use in the Business and (b) those Liens described in Section 3.2
Assets Conveyed. Upon the basis of the representations, warranties, covenants and agreements contained herein, the Company hereby sells, transfers, assigns, conveys and delivers to Equity or a wholly-owned subsidiary of Equity all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties and the real property and improvements of the Company used in connection with the operation of the Business (or used in the past in the operation of the Businesses and to which the Company still holds title), other than Excluded Assets, including without limitation, those more particularly described in the Schedules to this Section 2.01, those in the possession of third parties but to which the Company holds title, and those described below:
Assets Conveyed. At the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Xxxxxxxxx Subsidiary, all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens except for the Permitted Liens. The "Assets" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. Subject to the terms and conditions of this Agreement, Assignor agrees to sell, release and convey to Assignee and Assignee agrees to purchase, acquire and pay for all of Assignor’s right, title and interest in and to (a) that certain reversionary interest in the leases described in that certain Conveyance, Assignment and Xxxx of Sale dated effective January 1, 2009, between Assignor, as assignor, and Assignee, as assignee, recorded as instrument 2009006087 of the records of Galveston County, Texas (the “Galveston County Conveyance”) and also in that certain Conveyance, Assignment and Xxxx of Sale dated effective January 1, 2009, between Assignor, as assignor, and Assignee, as assignee, recorded as instrument 2009004634 of the records of Brazoria County, Texas (together with the Galveston County Conveyance, collectively, the “Conveyances”), and the lands subject thereto (the “Lands”), reserved by Assignor in the Conveyances, as such interests are more fully described in the Conveyances and (b) all leasehold, fee mineral and royalty interests in the Lands to the extent, and only to the extent, such interests relate to horizons above the top of, and below the base of, the Frio Zone in the Lands (the “Non- Frio Interests”)(collectively, the “Assets”). The Parties agree and declare it their intention and mutual agreement that Assignors release all rights, title, interests and claims to the Assets, whether arising before, on or after the Effective Date, and that the Assets conveyed herein shall merge with the Assignee’s working interests in the Lands, and the Assets hereby merge as of the Effective Date with said working interests and thereafter cease to separately exist. Assignee acknowledges that the ownership of certain of the Non-Frio Interests are the subject of litigation (Venoco, Inc. et al. v. BP America, et al., Xxxx Xx. 00000, Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxx) (the “BP Litigation”). Any right, title, or interest which Assignor acquires in the Non-Frio Interests through settlement or court order in the BP Litigation shall be considered an Asset for purposes of this Agreement. TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns forever, subject, however, to all the terms and conditions of this Assignment and the Letter Agreement.
Assets Conveyed. “As Is”. THE ASSETS (INCLUDING ANY INTERESTS IN OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE CONVEYED AND ASSIGNED TO THE COMPANY “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE ASSET, THE COLLATERAL OR THE COLLATERAL DOCUMENTS, OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO ANY SWAP AGREEMENT.
Assets Conveyed. In consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, the Seller does hereby sell, assign, transfer, set-over, and otherwise convey to the Buyer, and the Buyer does hereby purchase from the Seller, all of the Seller's right, title and interest in, to and under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts, including, without limitation, all accounts, general intangibles, contract rights and other obligations of any Obligor with respect to the Receivables, now or hereafter existing; (ii) all Collections with respect thereto; (iii) all Proceeds of such Receivables; and (iv) the Related Security (the "Conveyed Property") immediately upon the Seller's acquisition of rights in such Conveyed Property. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Buyer of any obligation of the Seller in connection with the Conveyed Property or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA U.S.A., Inc., MasterCard International Inc. or insurers. Each Account in existence on the Closing Date shall be listed by account number and by the outstanding balance as of the Cut-Off Date in an Account Schedule delivered to the Buyer on the Closing Date.
Assets Conveyed. 13 --------------- 2.2 Excluded Assets.................................................. 13 --------------- 2.3 Purchase Price and Payment....................................... 13 -------------------------- 2.4 Security for Purchase Price and Earn-out Payment; Offset; --------------------------------------------------------- Cross-default.................................................. 13 ------------- 2.5 Assumed Liabilities; Use of Gross Crop Revenues.................. 14 ----------------------------------------------- 2.6 Investment Guaranty.............................................. 15 ------------------- 2.7 Prudential Loan Assumption....................................... 15 -------------------------- 2.8 Allocation of Consideration...................................... 16 ---------------------------- 2.9 Farmland Leases.................................................. 16 ---------------- 2.10 Closing.......................................................... 16 --------
Assets Conveyed. On the terms and subject to the conditions and --------------- exceptions set forth herein, on the Closing Date, Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, on a going-concern basis, the Business, the goodwill of Seller related to the Business, and all of the Assets free and clear from any Encumbrances other than Permitted Encumbrances.
Assets Conveyed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Southern Rentals will convey, sell, transfer and deliver to UNIFAB and UNIFAB will purchase, acquire and accept from Southern Rentals, all right, title and interest of Southern Rentals in and to all of the Assets.
Assets Conveyed. At the closing of the transactions contemplated hereby (the "Closing") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller, ASC and Amedisys shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase on the terms set forth herein, all of the their respective rights, title and interest in and to the Assets. The "Assets" shall mean those personal, tangible and intangible properties of the Seller, ASC and Amedisys as set forth below and as more particularly described in the Schedules to this Section 1.1:
