The Asset Purchase. The Asset Purchase Agreement shall not have been terminated, and the closing of the purchase and sale of the Service Contracts shall occur simultaneously with the Closing of the transactions contemplated herein.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4), ADI shall purchase and acquire from Artistic, and Artistic shall convey, assign, transfer and sell to ADI, all of Artistic's right, title and interest in and to the Assets described in Annex 1, including the assets listed on the balance sheet of Artistic as set forth on Schedule 1.1 (the "Assumed Balance Sheet Assets"), and including the assets relating to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses as set forth on Schedule 1.1A (the "Joint Assets") to the extent the Joint Assets relate to the P&C Businesses, with such additions, deletions and replacements as may have occurred between the date hereof and the Closing Date (as defined in Section 1.4) in the ordinary course of business consistent with Section 4.1 or as the parties may otherwise agree is necessary to make any corrections thereto (it being understood that the Assets shall not include any assets, properties and other rights relating to the check business of Artistic and those assets, properties and other rights set forth in Schedule 1.1B (the "Excluded Assets")). At the Closing, Artistic shall deliver to ADI such specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to ADI and Artistic and their respective counsel, as shall be reasonably requested by ADI to effectively vest in ADI title to all the Assets. Simultaneously with the delivery of such instruments, Artistic shall transfer to ADI originals of all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data relating to and reasonably necessary for the continued operation of the P&C Businesses.
The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation:
The Asset Purchase. MDK Sports hereby agrees to sell, transfer and assign the Assets to Image Sports free and clear of all liens, charges, encumbrances and securities interests and Image Innovations agrees to purchase the Assets free and clear of all liens, charges, encumbrances and securities interests, each on the terms and subject to the conditions of this Agreement.
The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall cause the Asset Sellers to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all Right, title and interest of the Asset Sellers in, to and under the Acquired Assets together with all Rights attaching thereto.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from the Sellers and the Sellers shall sell to PDC, all of their respective rights, title and interests in and to the Drilling Rigs and the Equipment "as is, where is," which interests shall total 100%.
The Asset Purchase. At the Closing, on the terms and subject to the conditions set forth herein, the Company and Vessel Sub will sell, convey, assign and transfer to Purchaser, and Purchaser will purchase and acquire from the Company and Vessel Sub, all the properties, rights and assets of the Company and Vessel Sub, wherever situated, of every kind, nature and description, tangible and intangible, which are used or held for use in connection with the Acquired Business, whether arising by contract, law or otherwise, including any such properties, rights or assets as have been written off and not included on the books of the Company or Vessel Sub, except for the Retained Assets, all as the same shall exist on the Closing Date (such properties, rights and assets (other than the Retained Assets) being the "Assets"), in each case free of all Liens except for Permitted Liens. The Assets will include (i) all the foregoing (other than the Retained Assets) to the extent used or held for use primarily in connection with the Acquired Business and (ii) the following:
The Asset Purchase. ..10 Section 1.1. Purchase and Sale of Acquired Assets.......................10 Section 1.2.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from Hondo and Hondo shall sell to PDC, all of Hondo's right, title and interest in and to the Drilling Rigs, Equipment and Vehicles and in and to the Real Property.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined) provided herein, Sub shall purchase from Company and Company shall sell to Sub, all of Company's right, title and interest in and to all of the assets of the Company, including the Drilling Rigs, Equipment, Accounts Receivable and Other Assets, but excluding cash and cash equivalents.
