Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets set forth below (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Henley Healthcare Inc), Asset Purchase Agreement (Rehabilicare Inc)

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Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all the following assets of the assets set forth below Seller (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vicom Inc), Asset Purchase Agreement (Enstar Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to all certain of the assets set forth below of the Business, as listed on Schedule 1.01 (collectivelythe “Assets”), the "Assets"):including:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vascular Solutions Inc), Asset Purchase Agreement (Escalon Medical Corp)

Transfer of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, convey, transfer and assign deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for the Permitted Encumbrances, all of Seller's right, title and interestinterest in, to and under the following assets and properties, except as otherwise provided in Section 2.2, each as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets set forth below (collectively, the "Purchased Assets"):

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Delmarva Power & Light Co /De/), Purchase and Sale Agreement (Atlantic City Electric Co)

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer on and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as defined described in Section 3.01 hereof), in and to all through Section 3.10 of the assets set forth below (collectively, the "Assets"):this Article III.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Sobieski Bancorp Inc), Purchase and Assumption Agreement (MFB Corp)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing "Closing" (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the "Closing Date Date" (as defined in Section 3.01 hereof), in and to the following assets of Seller, all of which are primarily related to or used in conjunction with the assets set forth below Business or the XxXxxxx Facility (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seneca Foods Corp /Ny/), Asset Purchase Agreement (Seneca Foods Corp /Ny/)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to BuyerBuyers, and Buyer Buyers shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth below (collectivelyin Section 1.02 hereof, the "Assets"):), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dauphin Technology Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date Date, the following assets of Seller directly related to, or necessarily used in conjunction with, the Facility (as defined in Section 3.01 hereof)collectively, in and to all of except for the excluded assets set forth below (collectivelyin Section 2.2 hereof, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (JLM Industries Inc)

Transfer of Assets. On (a) Pursuant to the terms and subject to the conditions of this Agreement, in exchange for the consideration set forth in this Agreement, Seller shallSection 2.3 below, at the Closing (as defined in Section 3.01 hereof)Closing, Seller agrees to sell, transfer convey, transfer, assign and assign deliver to Buyer, and Buyer shall agrees to purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in Assets and to assume, without limitation, all obligations of Seller under or with respect to the assets set forth below (collectively, the "Assets"):Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opti Inc)

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), shall sell, transfer assign, grant, transfer, and assign deliver (or cause to be sold, assigned, granted, transferred and delivered) to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and acquire accept from Seller, all of Seller's right, title and interest, Seller effective as of the Closing Date (as defined in Section 3.01 hereof)3.1 below) the following assets, in properties and to all business of Seller as the assets set forth below (collectively, same shall exist on the "Assets"):Closing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Visioneer Inc)

Transfer of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), of this Agreement) Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to all the following properties, assets and rights of Seller (collectively, except for the excluded assets set forth below (collectivelyin Section 1.02 hereof, but including any intellectual and/or proprietary rights of Seller that are embodied in the following assets, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Efunds Corp)

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), shall sell, transfer assign, grant, transfer, and assign deliver to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and acquire accept from Seller, all of Seller's right, title and interest, Seller as of the Closing Date, free and clear of all Liens, the following tangible and intangible assets, wherever located, as the same shall exist on the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets set forth below (collectively, the "AssetsPURCHASED ASSETS"):

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth below (collectivelyin Section 1.02 hereof, the "Assets"):), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (White Cap Holdings Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller Sellers shall, at the Closing (as defined in Section 3.01 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of Seller's Sellers’ right, title and interest, as of the Closing Date (as defined in Section 3.01 3.1 hereof), in and to all of the assets set forth below of Sellers related to or used in the Business (collectively, except for the "assets specifically enumerated or described in Section 1.2 hereof as being excluded, the “Assets"):”), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sourcecorp Inc)

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Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 3.1 hereof), in and to all of the assets set forth below of Seller (collectively, the "Assets"):) identified below:

Appears in 1 contract

Samples: Asset Purchase Agreement (International Displayworks Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof)Date, in and to all of the assets set forth below used in the Business and not used primarily by other divisions or businesses of Seller (collectively, except for the Excluded Assets set forth in SECTION 2.02 hereof, the "Purchased Assets"):), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (United Industrial Corp /De/)

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall, at the Closing (as defined closing referred to in Section 3.01 hereof3 (the "Closing"), Seller shall sell, assign, grant and transfer and assign to Buyer, and Buyer shall purchase and acquire accept from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to substantially all of the assets set forth below of Seller, including the following assets (collectively, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Photoworks Inc /Wa)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all the following assets of Seller related to, or used in conjunction with, the assets set forth below Business (collectively, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pemstar Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to substantially all of the assets set forth below of the Business (collectivelythe “Assets”), the "Assets"):including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller shall, at the applicable Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), interest in and to all of the following assets set forth below except to the extent such assets constitute Excluded Assets (collectively, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, Seller Sellers shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of Seller's ’s right, title and interest, as of the Closing Date (as defined in Section 3.01 hereof), in and to all of the assets of Sellers that are directly related to the Business and that are identified in this Article I and as set forth below on Schedule 1 to this Agreement (collectively, the "Assets"):”).

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer of Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof)Closing, Seller shall sell, assign, transfer and assign convey to Buyer, and Buyer shall purchase and acquire from Sellerpurchase, all of Seller's right, title and interest, as of interest in the Closing Date following assets (as defined in Section 3.01 hereof), in and to all of the assets set forth below (collectively, the "AssetsSTATION ASSETS"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

Transfer of Assets. On the terms and subject to the conditions set forth in ------------------ of this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof7.1), the Seller shall sell, transfer transfer, convey and assign to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller's right, title and interestinterest in, to and under the following (and only the following) assets, properties and rights relating to the Subject Business as of the same shall exist immediately prior to the Closing Date (collectively referred to as defined in Section 3.01 hereof), in and to all of the assets set forth below (collectively, the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Merisel Inc /De/)

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