Common use of Agreement to Purchase and Sell Clause in Contracts

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grant, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all right, title and interest in and to the following assets (the "Assets"), free and clear of any and all Liens:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)

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Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the ClosingSeller shall sell, Seller and its affiliates will grant, selltransfer, assign, transfer convey and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall purchase, all right, title and interest the assets of Seller used in and to the following assets Business described below (the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (National Manufacturing Technologies), Asset Purchase Agreement (National Manufacturing Technologies)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to Buyerthe Purchaser, and Buyer will purchase and acquire from the Purchaser shall purchase, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, all right, title and interest in and to including the following assets (such assets, being collectively referred to as the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Novo Networks Inc), Asset Purchase Agreement (Novo Networks Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and acquire from Seller, all right, title and interest in and of the assets other than the Excluded Assets (such assets being collectively referred to the following assets (as the "Assets") used or useable in connection with the Business (including, without limitation, those assets set forth below), free and clear of any and all Liens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Earthcare Co)

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreementset forth herein and except for the Retained Assets, at the Closing, Seller but effective as of the Effective Time, Sellers and its affiliates will grantOwner shall sell, sellconvey, transfer, assign, transfer and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall acquire, all right, title title, and interest in and to the following assets itemized listing of properties and rights owned by Sellers and specified in this Agreement (collectively, the "“Rights and Assets"), free and clear of any and all LiensLiens whatsoever:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanara MedTech Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to Buyerthe Purchaser, and Buyer will purchase and acquire from the Purchaser shall purchase, all of the assets that are owned by the Seller (other than the Excluded Assets), whether such assets are now owned or controlled by the Seller, all right, title and interest in and to including the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edge Technology Group Inc)

Agreement to Purchase and Sell. Subject to On the terms and conditions of contained in this Agreement, at the ClosingClosing (as herein defined), Buyer shall purchase from Seller, and Seller and its affiliates will grant, sell, assign, transfer and deliver shall sell to Buyer, and Buyer will purchase and acquire from all of Seller, all 's right, title and interest in and to the following its assets (the "Purchased Assets"), free and clear of any and all Liensliens, claims, encumbrances or security interests (collectively, "Claims"), exclusive of the Excluded Assets (as herein defined), which Purchased Assets include, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Monarch Services Inc)

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller and its affiliates will grant, shall sell, assign, transfer transfer, convey and deliver to Buyer, and Buyer will shall purchase and acquire from Seller, all right, title and interest in and to of the following assets (the "Purchased Assets"), free and clear of any and all Liens:Encumbrances except the Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Bowie Resource Partners LP)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall purchase, all rightthe assets, title and interest other than the Excluded Assets, owned by Seller or used in and connection with the Business (such assets being collectively referred to the following assets (as the "AssetsASSETS"), ) free and clear of any and all Liens, other than the Permitted Encumbrances. The Assets include, but are not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ardis Telecom & Technologies Inc)

Agreement to Purchase and Sell. Subject At the Closing, subject to the terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grant, sell, assign, transfer and deliver to Buyer, shall sell and Buyer will shall purchase the Purchased Assets; and acquire from Seller, all right, title and interest in and Buyer shall assume the Assumed Liabilities. Buyer shall not purchase any of the Excluded Assets nor assume any liability which is not an Assumed Liability. The Purchased Assets shall be transferred to the following assets (the "Assets"), Buyer free and clear of any and all Liens other than Permitted Liens:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartech Corp)

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the Closing, Seller and its affiliates will shall grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, Purchaser all right, title and interest of Seller in and to all of the following assets identified in Section 1.2 (the "Acquired Assets"), free and clear of any and all Liens:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wpi Group Inc)

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions of contained in this Agreement, at the ClosingClosing (as defined herein), Seller and its affiliates will grant, shall sell, assigntransfer, transfer assign and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and acquire from Seller, all right, title and interest in and to of the following assets (the "Assets")Units, free and clear of any and all liens, claims, mortgages, security interests and other encumbrances (“Liens:”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Leggett & Platt Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and ------------------------------ conditions of this Agreement, at the Closing, Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and acquire from Seller, all right, title and interest in and to the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets"), free and clear of any and all Liens:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications World International Inc)

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the ClosingClosing (as such term is defined in Section 1.6), Seller and its affiliates will grant, agrees to sell, assign, transfer transfer, deliver and deliver convey to Buyer, and Buyer will agrees to purchase and acquire accept from Seller, all rightof the tangible and intangible assets of Seller of every kind, title nature and interest in description, wherever located, including all assets, properties, rights and claims acquired for, used in, held for use in, relating to or arising from the following assets conduct of the Business, but not including the Excluded Assets (the "Acquired Assets"), free and clear of any and all Liens:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Minimed Inc)

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Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grant, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all right, title and interest in and to the following assets (the "Assets"), free and clear of any and all Liens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Angel Corp)

Agreement to Purchase and Sell. Subject to all of the terms and conditions of this Agreement, at the ClosingClosing (as defined in Section 2.1), Seller and its affiliates will grant, shall sell, assign, transfer and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall purchase, all right, title and interest of Seller in and to all of the following assets Assets (the "Assets"as defined in Section 1.2), free and clear of any all mortgages, liens, security interests and all Liens:encumbrances except Permitted Liens (as defined in Section 3.4).

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreementhereof, at the Closing, Seller and its affiliates will grant, the Sellers shall sell, assign, transfer and deliver to Buyerthe Purchaser, and Buyer will the Purchaser shall purchase and acquire from Sellerthe Sellers, all right, title and interest in and to all of the following assets assets, properties and rights of the Business (such assets, properties and rights, being referred to as the "“Transferred Assets"), free and clear of any and all Liens, other than Permitted Liens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edci Holdings, Inc.)

Agreement to Purchase and Sell. Subject to Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein by each of this Agreementthe parties to the others, at the ClosingClosing ( as such term is hereinafter defined) Seller shall sell, Seller and its affiliates will grant, sellconvey, assign, transfer and deliver to Buyer, and Buyer will shall purchase and acquire from Seller, all right, title and interest in and to of the following assets (shares of stock of the "Assets"), free and clear of any and all Liens:Company.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SDC International Inc \De\)

Agreement to Purchase and Sell. Subject to the terms terms, conditions and conditions other provisions of this Agreement, at the Closing, Seller and its affiliates will grant, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all of the Seller's right, title and interest in and to the following assets (the "Assets")Interests, free and clear of any and all Liens:Liens except for those liens imposed by applicable securities Laws.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Intersections Inc)

Agreement to Purchase and Sell. Subject to all of the terms and conditions of this Agreement, at the ClosingClosing (as defined in Section 2.1), Seller and its affiliates will grant, shall sell, assign, transfer and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall purchase, all right, title and interest of Seller in and to all of the following assets Assets (the "Assets"as defined in Section 1.2), free and clear of any all mortgages, liens, security interests and all Liens:encumbrances, except for the Assumed Liabilities, as hereinafter defined.

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to BuyerPurchaser, and Buyer will purchase and acquire from SellerPurchaser shall purchase, all right, title and interest in and to of the following assets that are currently owned by Seller (such assets, being collectively referred to as the "Assets"), free and clear of any and all Liens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Golf Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, Seller and its affiliates will grantshall sell, selltransfer, assign, transfer convey and deliver to Buyer, and Buyer will shall purchase and acquire from Seller, all right, title and interest in and to the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets"), free and clear of any and all Liens:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allstar Systems Inc)

Agreement to Purchase and Sell. Subject to the terms terms, conditions and conditions other provisions of this Agreement, at the Closing, Seller and its affiliates will grant, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all right, title and interest of Seller in and to all of the following assets Assets (the "Assets"as hereinafter defined), free and clear of any all Liens except for Permitted Liens, and all Liens:Buyer will assume the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metastorm Inc)

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