Agreement to Sell Clause Samples
The Agreement to Sell clause establishes the seller's commitment to transfer ownership of specified goods, property, or assets to the buyer under agreed terms. In practice, this clause outlines the subject matter of the sale, the price, and any conditions that must be met before the transfer occurs, such as payment schedules or delivery requirements. Its core function is to clearly define the parties' obligations and expectations, thereby reducing the risk of disputes and ensuring both sides understand the terms of the impending transaction.
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Agreement to Sell. 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.
2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.
2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties.
2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any ...
Agreement to Sell. When a Buyer is found for said property, the SELLER shall enter into an written sales agreement which will contain the terms and conditions of sale, the customary provisions as to the examination of the title, the curing of any defects in title, showing the title free of liens, the prorations of taxes, rents, and applicable property expenses.
Agreement to Sell. Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the equity interest as stated above from Seller, and Seller agrees to sell the equity position to Buyer. Seller represents and warrants to Buyer that it has (and Buyer will have) good and marketable title to the Business, free and clear of all liens and encumbrances.
Agreement to Sell. SELLER hereby agrees to sell and BUYER ▇▇▇▇▇▇ agrees to buy in accordance with this Contract the real property, that is more particularly described in attached EXHIBIT "A" of this Contract (the “Property”).
Agreement to Sell. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, all of Seller’s right, title and interest in and to the Property.
Agreement to Sell. At the Closing and except as otherwise specifically provided in Section 2.3 hereof, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to the Purchased Assets, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever except Permitted Liens.
Agreement to Sell. At the closing of the transaction contemplated herein (the “Closing”), which is occurring on the date hereof (the “Closing Date”), and in accordance with the terms and conditions of this Agreement, Seller shall grant, sell, convey, assign and deliver to Buyer, all of the assets, properties and rights of any kind, whether tangible or intangible, real or personal, of Seller related to and/or constituting the Business, or used therein (except for Excluded Assets, as defined in Section 1.2 hereof) (collectively, the “Acquired Assets”) including, without limitation, the following:
(a) the Facility, which is the only real property owned by the Seller and used in the Business (“Owned Real Property”) and all fixtures, furniture, machinery, equipment, accessories, attachments, ancillary devices, tooling, dies and other tangible personal property owned by Seller located at the Facility and used in connection with the operation of the Business and all fixtures, furniture, machinery, equipment, accessories, attachments, ancillary devices, tooling, dies and other tangible personal property owned by Seller located elsewhere and used in connection with the operation of the Business (exclusive of employee owned tools) listed or described on Schedule 1.1(a) hereto (collectively, the “Fixed Assets”);
(b) All supplies owned by Seller and used in connection with the operation of the Business;
(c) All inventories of the Business owned on the Closing Date or located at vendors awaiting purchase (collectively, the “Inventory”);
(d) All of Seller’s rights in any written agreement, contract, lease, loan, evidence of indebtedness, purchase order, letter of credit, indenture, security or pledge agreement, franchise agreement, covenant not to compete, employment agreement, license, instrument, obligation or commitment to which the Seller is a party, all of which relate to the Business and (except for a listing of open purchase orders which has separately been provided to Buyer or that do not involve an amount greater than fifty thousand dollars ($50,000)) are listed on Schedule 1.1(d) (“Contracts”);
(e) those specific accounts and notes receivable (whether current or noncurrent), earned but unbilled revenues, if any, refunds, deposits, prepayments and unbilled costs and fees of the Business and a statement of such other assets of the Business, in each case that are listed on Schedule 1.1(e) (“Accounts Receivable”);
(f) all prepaid items related to the Business listed on Schedule 1.1(...
Agreement to Sell. Seller agrees to sell, transfer and deliver to Buyer on the closing date all of the issued and outstanding capital stock of the Corporation (the "Stock"), and Buyer agrees to purchase from Seller on the closing date all of said stock for a total purchase price equal Three Hundred Thousand and no/100ths DOLLARS ($300,000.00).
Agreement to Sell. Upon the terms and conditions set forth herein, the Seller shall sell, assign, transfer and deliver to the Company at the Closing (as defined in SECTION 4), the Shares free and clear, other than the Pledge, of all liens, claims, charges, pledges, security interests, pre-emptive rights, rights of first refusal, obligations, encumbrances and restrictions (collectively, "Liens"), and the Company shall purchase and accept the Shares from the Seller at the Closing.
Agreement to Sell. On the terms and subject to the conditions set forth in this Agreement (including ARTICLE IV), and in consideration of the Purchase Price, each Originator agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Initial Purchaser; and the Initial Purchaser agrees to purchase, and does hereby purchase, from each Originator, all of such Originator's right, title and interest in and to:
(a) each Receivable of each Originator that existed and was owing to such Originator as of the close of such Originator's business on the Initial Cut-Off Date;
(b) each Receivable created or originated by each Originator from the close of such Originator's business on the Initial Cut-Off Date, to and including the Sale Termination Date;
(c) all rights to, but not the obligations under, the Contracts and all Related Security;
(d) all monies due or to become due with respect thereto;
(e) all books and records related to any of the foregoing; and
(f) all proceeds thereof (as defined in the UCC) received on or after the date hereof including, without limitation, all funds which either are received by any Originator, the Initial Purchaser or the Master Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of each Originator, in its capacity as such, set forth in each Transaction Document. The proceeds and rights described in SUBSECTIONS (c), (d), (e) and (f) of this SECTION 1.1 are herein collectively called the "RELATED RIGHTS".