Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer all of its right, title and interest in and to all of the assets, properties and contractual rights owned by Seller or used by Seller in connection with the Business, wherever located, except for the Excluded Assets (as hereinafter defined), including, but not limited to, the following:
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Purchaser the following assets, properties, and contractual rights of Seller (collectively, the "Assets"), wherever located, subject to the exclusions hereinafter set forth:
Description of Assets. In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and subject to all terms of this Agreement, Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase from the Seller and take title to the following:
Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing:
Description of Assets. Buyer agrees to acquire from Seller and Seller agrees to transfer to Buyer, as of the Effective Date, all of the properties and assets, both tangible and intangible, owned by Seller and used by it in connection with the operation of the Business (collectively, the "Assets"), including without limitation, the following:
Description of Assets. Buyer will purchase all of the Seller's ticket stock and other merchandise; tangible personal property owned by Seller (not leased) and located at the Business addresses, including all equipment, photocopy machines, telephones and related equipment, signs, office supplies, furniture, furnishings, shelving and leasehold improve ments; and goodwill, customer lists, telephone numbers, trade names and other intangible assets used in the Business. Seller will assign to Buyer all of Seller's right, title and interest in any sales and service agreements, employment agreements, equipment leases, advertising agreements and licenses used in the Business. Buyer will assume all obligations of Seller thereunder and indemnify and hold the Seller harmless from any obligations of Seller thereunder from and after the Closing Date. Amounts due or prepaid under such assumed obligations will be prorated as of the date of closing.
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller will, on the Closing Date, grant, convey, sell, transfer and assign to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions set forth in Section 1.2:
Description of Assets. At the Closing (as defined in Section 1.2), the Seller shall sell and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, substantially all the business and assets of the Seller existing and owned by the Seller or used by the Seller in Seller's business on the Closing Date (as defined in Section 1.2) relating to Seller's business, other than the Excluded Assets (as defined in Section 1.1(b)). The assets of the Seller to be purchased hereunder (which shall not include the Excluded Assets) are referred to herein as the "Subject Assets," and shall include without limitation:
Description of Assets. On the terms and subject to the conditions of this Agreement, Seller will, on the Closing Date (as defined in Section 3.1), grant, convey, sell, transfer and assign to Buyer all of Seller's right, title and interest in and to the following assets, properties and contractual rights, wherever located, subject to the exclusions set forth in Section 1.2:
Description of Assets. Buyer will purchase all of the Seller's goodwill, customer lists, telephone numbers, trade names, and other intangible assets used in Seller's business (the "Assets"). Seller will assign to Buyer all of Seller's right, title and interest in any sales agreements, advertising agreements, independent contractor agreements with travel agents and contracts with hotels for wholesale rates used in the business of Seller being acquired hereby (the "Assumed Contracts"). Buyer will assume all obligations of Seller under the Assumed Contracts and indemnify and hold the Seller harmless from any obligations of Seller thereunder from and after the Closing Date. Amounts due or prepaid under such Assumed Contracts will be prorated as of the date of closing. Assets specifically excluded from the population of Seller's assets that Buyer will purchase in this transaction are: (i) all cash in banks; and (ii) all accounts receivable arising from sales occurring prior to the Closing Date. The Assets which Buyer will purchase from Seller and Assumed Contracts which Buyer will assume as set forth in this Section 1 are referred to collectively in this Agreement as the "Business."
