Common use of Acquisition and Transfer of Assets Clause in Contracts

Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon the terms and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title and interest of Seller in and to the certain assets relating to the fiber portion of Seller's digital network, including, without limitation, in and to all of the assets, properties, rights, contracts and claims employed in connection with such assets, wherever located, whether tangible or intangible, as the same shall exist as of the Closing. The assets, properties, contracts and claims to be purchased pursuant to this Agreement are hereinafter collectively referred to as the "Fiber Assets." The Fiber Assets shall include, without limitation, all right, title and interest of Seller and its Subsidiaries in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (g) but in each case, only to the extent exclusively used in, held for exclusive use in or exclusively related to the Fiber Assets:

Appears in 2 contracts

Samples: Assignment and Acceptance Agreement (Pathnet Telecommunications Inc), Assignment and Acceptance Agreement (Pathnet Telecommunications Inc)

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Acquisition and Transfer of Assets. At the Closing (as hereinafter defined)Closing, upon the terms and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from Seller the Seller, all right, title and interest of the Seller in and to the certain assets relating to the fiber portion of Seller's digital networkBusiness, including, without limitation, in and to all of the assets, properties, rights, contracts Contracts and claims employed exclusively in connection with such assetsthe Business (except as otherwise set forth in Section 2.2 hereof), wherever located, whether tangible or intangible, and all goodwill appertaining thereto, as the same shall exist as of the Closing. The assets, properties, contracts rights, Contracts and claims to be purchased pursuant to this Agreement are hereinafter collectively referred to as the "Fiber Purchased Assets." The Fiber Purchased Assets shall include, without limitation, all right, title and interest of the Seller and its Subsidiaries in and to the assets, properties, rights, contracts Contracts and claims described in the following paragraphs (a) through (gm) but in each case, case only to the extent exclusively used in, held for exclusive use in in, or exclusively related to to, the Fiber AssetsBusiness:

Appears in 1 contract

Samples: Asset Purchase Agreement (Imo Industries Inc)

Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon Upon the terms and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from Seller the Seller, all of the Seller's right, title and interest of Seller in and to the certain assets relating to the fiber portion of Seller's digital networkBusiness, including, without limitation, in and to all of the assets, properties, rights, contracts and claims employed claims, primarily related to or used primarily in connection with such assetsthe Business (except as otherwise set forth in Section 1.2 hereof), wherever located, whether tangible or intangible, as the same shall exist as of the Closing. The Closing (such rights, title and interest in and to all such assets, properties, rights, contracts and claims to be purchased pursuant to this Agreement are hereinafter claims, being collectively referred to as herein as, the "Fiber Assets." "). The Fiber Assets shall include, without limitation, all rightof the Seller's rights, title and interest of Seller and its Subsidiaries in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (gn) but in each case, only to the extent exclusively used in, held for exclusive use in or exclusively primarily related to or used primarily in connection with the Fiber AssetsBusiness; provided, however, that the Assets shall in any event include all of the foregoing listed on the schedules referred to in clauses (a) through (n) below:

Appears in 1 contract

Samples: Asset Sale Agreement (Bremen Bearings Inc)

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Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon Upon the terms and subject to the conditions hereinafter set forth, Seller shall Sellers agree to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall agrees to purchase, acquire and accept from Seller Sellers, all rightof Sellers' rights, title and interest of Seller interests in and to the certain assets relating to the fiber portion of Seller's digital networkBusiness, including, without limitation, in and to all of the assets, properties, rights, contracts and claims claims, employed in connection with such assetsthe Business (except as otherwise set forth in Section 2.4 hereof), wherever located, whether tangible or intangible, as the same shall exist as of the Closing. The Closing (such rights, title and interests in and to all such assets, properties, rights, contracts and claims to be purchased pursuant to this Agreement are hereinafter claims, being collectively referred to as herein as, the "Fiber Assets." "). The Fiber Assets shall include, without ------ limitation, all rightof Sellers' rights, title and interest of Seller and its Subsidiaries interests in and to the assetsas sets, properties, rights, contracts and claims described in the following paragraphs (a) through (go) but in each case, only to the extent exclusively used in, held for exclusive use in or exclusively related to the Fiber AssetsBusiness:

Appears in 1 contract

Samples: Asset Purchase Agreement (McKesson Corp)

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