Agreement to Sell and Purchase Assets. Subject to the terms and conditions hereof and on the basis of and in reliance upon the covenants, agreements and representations and warranties set forth herein, on the Closing Date Seller shall sell the Assets to Buyer, and Buyer shall purchase the Assets from Seller. The Assets shall be sold, transferred and conveyed by Seller to Buyer free and clear of any and all claims, liens, encumbrances and the rights of others.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholder to the Purchaser in this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all obligations and liabilities (other than the Assumed Liabilities), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental or relating to, or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after June 30, 1997 and on or prior to the Closing Date, but excluding the Excluded Assets and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the joint and several representations and warranties made by the Seller and the Shareholders to the Purchaser in this Agreement, effective as of the close of business on the date hereof, the Seller shall sell to the Purchaser and the Purchaser shall purchase and receive from the Seller, free and clear of all Encumbrances and all Obligations and Liabilities (other than the Assumed Liabilities (as defined in Section 2.6)), all of the tangible and intangible assets of the Seller, whether real, personal or mixed, that are incremental to or relating to or used in connection with, the Business, wherever located, including, without limitation (i) the assets included on the Seller Balance Sheet, (ii) the assets listed on Schedule 2.1(a) attached to this Agreement, and (iii) all assets acquired by the Seller after the Balance Sheet Date and on or prior to the Closing Date, but excluding the assets listed on Schedule 2.1(b) (the "Excluded Assets") and any assets disposed of in the ordinary course of business consistent with past practice (collectively, the "Purchased Assets").
Agreement to Sell and Purchase Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement,
Agreement to Sell and Purchase Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Company agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.3 below), and Buyer agrees to purchase and acquire from Company at the Closing, all of Company’s right, title and interest in and to all of the Assets (as defined in Section 1.2 below). The Assets will be sold, assigned, transferred and conveyed to Buyer on the Closing Date (as defined in Section 2.3 below), free and clear of all mortgages, pledges, liens, licenses (other than software licences comprised in any of the Assets), rights of possession, security interests, restrictions against the FLEXTRONICS CONFIDENTIAL use of the Assets for the normal Operations of the Business, encumbrances, charges, title retention, conditional sale or other security arrangements and all claims or agreements of any nature whatsoever (other than Permitted Liens as defined in Section 4.6) (collectively “Encumbrances”) other than the Assumed Liabilities (as defined in Section 3.1 below).
Agreement to Sell and Purchase Assets. Subject to the terms and ------------------------------------- conditions hereof and on the basis of and in reliance upon the covenants, agreements and representations and warranties set forth herein, on the Closing Date Seller shall sell the Assets to Buyer, and Buyer shall purchase the Assets from Seller. The Assets shall be sold, transferred and conveyed by Seller to Buyer free and clear of any and all claims, Liens, encumbrances and the rights of others, including, without limitation, any restrictions upon resale under applicable federal or state securities rules, regulations or laws.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Buyer at the Closing, and Buyer agrees to purchase and acquire from Seller at the Closing, all of Seller's right, title and interest, whatever, in and to the assets listed on SCHEDULE 1.1 (the "ASSETS"). Seller's right, title and interest in the Assets will be sold, assigned, transferred and conveyed to Buyer on the Closing Date, free and clear of all Encumbrances.
Agreement to Sell and Purchase Assets. Subject to the terms and conditions set forth in this Agreement, SSI hereby agrees to purchase and/or assume and VASCO hereby agrees to sell and/or assign, as applicable, on the Closing Date and effective as of the Effective Date, all of VASCO's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):
Agreement to Sell and Purchase Assets. In accordance with the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all Encumbrances, other the Assumed Liabilities, and Purchaser shall purchase, acquire and accept from the Seller, upon delivery from Purchaser to Seller of the Cash Consideration and the Stock Consideration, all right, title and interest of the Seller in and to all of the assets, properties and rights, other than the Excluded Assets, owned, held or used by the Seller in the conduct of the Business as of the Closing, including, without limitation, the following assets (collectively, the "Purchased Assets"): (a) All Assigned Contracts;
Agreement to Sell and Purchase Assets. Seller agrees to sell, and Buyer agrees to purchase, the Assets described in the Asset Schedule (Exhibit II), subject to the terms, provisions, conditions, limitations, waivers and disclaimers set forth in this Agreement. The Assets shall be transferred and assigned pursuant to a Bxxx of Sale and Assignment of Assets purchased hereunder.
