Assets to Be Purchased and Sold. Subject to the terms set forth in this Agreement, and the terms and conditions of the Operating Agreement, SELLER agrees to sell to BUYER and BUYER agrees to buy from SELLER the following undivided percentage of interest in the assets and properties hereinafter described, as follows:
Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement and except for the Excluded Assets (as defined below), Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Effective Date, all of Seller’s right, title and interest in the following assets (collectively referred to as the “Assets”):
Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall sell, transfer, convey, assign and deliver (“Transfer”) to Purchaser, and Purchaser shall purchase, free and clear of any Liens, all of the Company’s rights, title and interest in and to all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business set forth in Exhibit X (the “Transferred Assets”).
Assets to Be Purchased and Sold. In accordance with the terms and conditions of this Agreement, Vendor agrees to sell to Purchaser and Purchaser agrees to purchase from Vendor, 100% of the Assets, subject to Permitted Encumbrances and the obligation to bear Vendor's Carried Interest for the consideration set forth in Clause 3.2 below,
Assets to Be Purchased and Sold. At the Closing, (i) ------------------------------- Sellers shall unconditionally transfer, sell, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Sellers the Assets (as defined in Section 2.3 hereof), and (ii) Sellers shall unconditiontionally transfer and assign to Purchaser, and Purchaser shall assume from Sellers the Assumed Liabilities (as defined in Section 2.5 hereof).
Assets to Be Purchased and Sold. Subject to the terms set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the following interests credited to Seller under the "Percentage Interest of the Parties" in paragraph 3 of Exhibit "A" to the Operating Agreement, to wit:
Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement, at the Closing Seller agrees to sell, assign, grant, transfer and deliver (or cause to be sold, assigned, granted, transferred and delivered) to Purchaser, free and clear of all liens, claims, interests and encumbrances (other than Permitted Liens), and Purchaser agrees to purchase from Seller, all of Seller's rights, title and interest in and to substantially all of Seller's assets other than the Excluded Assets (collectively, the "PURCHASED ASSETS"), and Seller shall deliver good, clear and marketable (subject to any contract assignment limitations) title to each and every Purchased Asset, together with such bills of sale, assignments and other instruments of conveyance as may be reasonably requested by Purchaser to permit such delivery. Without limiting the foregoing, the Purchased Assets shall include the following assets:
Assets to Be Purchased and Sold. At the Closing (defined in Section 4.1), Seller shall sell and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of the business and tangible and intangible assets of Seller relating to the Business existing and owned by Seller on the Closing Date other than the Excluded Assets (defined in Section 1.2). The assets of Seller to be purchased hereunder (which exclude the Excluded Assets) are referred to as the "Purchased Assets". The Purchased Assets shall include without limitation all goodwill relating to the Business and the following assets and property, and all additions thereto relating to the Business, less dispositions in the ordinary course of business and permitted under this Agreement, before the Closing Date (defined in Section 4.1):
Assets to Be Purchased and Sold. Subject to the terms and conditions hereof, the Vendor hereby absolutely sells, assigns, transfers and sets over to the Purchaser and the Purchaser hereby accepts such sale, assignment and transfer from the Vendor as, at and from the Closing Time, as a going concern, the undertaking and all of the right, title and interest of the Vendor in and to the property and assets owned by the Vendor or to which the Vendor is entitled and belonging to and used in the Purchased Business of every kind and description, including, without limiting the generality of the foregoing:
Assets to Be Purchased and Sold. On the terms and conditions set forth herein, at the Closing, the Seller agrees to sell and transfer to Purchaser all right, title and interest of Seller in and to all of the Assets, free and clear of all liens, charges, restrictions and encumbrances of every kind and nature whatsoever except for the permitted liens, restrictions and encumbrances reflected on Schedule 7.2. 2.2.
