Agreement to Sell Assets Sample Clauses

Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the "Purchased Assets"), free and clear of any and all security interests, liens, encumbrances, or adverse claims whatsoever:
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Agreement to Sell Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire, the Phototherapy System and all the assets, properties, rights and interests, tangible and intangible and including all associated goodwill, of the Seller directly relating thereto (the Phototherapy System and all such other assets, properties, rights, interests and goodwill collectively being referred to as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include the following:
Agreement to Sell Assets. On the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of Liens, and Buyer shall purchase from Seller, for the consideration specified in Section 1.02 hereof, a 50% interest in the assets of Seller (the "Assets"), including without limitation the following:
Agreement to Sell Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), Seller shall sell, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, the following listed assets of Seller (collectively, the "PURCHASED ASSETS"):
Agreement to Sell Assets. Subject to the terms and conditions contained herein and upon the performance by each of the parties hereto of its respective obligations hereunder, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer on the Closing Date (as defined in Section 4 hereof), and Buyer hereby agrees to purchase from Seller on the Closing Date, the Assets. At the Closing (as defined in Section 4 hereof), Seller shall deliver to Buyer a Xxxx of Sale in the form of Exhibit 1.1A attached hereto and Buyer and Seller shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 1.1B attached hereto and such other documents of conveyance as may be necessary to effectuate and perfect the transfer of title to the Assets to Buyer. 1.2
Agreement to Sell Assets. Subject to and upon the terms of and conditions of this Agreement, Company will sell, transfer, convey, assign, and deliver to LPC, and LPC will purchase and acquire from Company as of the Effective Date, all right, title, and interest of the Company in and to the properties, assets, and rights of every nature, kind, and description, tangible and intangible (including goodwill and intellectual property), except for the Excluded Assets, primarily related to or used or held for use by TGC, LLC, as they exist on the Effective Date (collectively, the “Exchange Property”), in accordance with the assets listed at Exhibit B, which shall be incorporated herein.
Agreement to Sell Assets. Subject to the terms and upon the conditions set forth herein, the COMPANY agrees to sell, assign, transfer and deliver to WELLINGTON, and WELLINGTON agrees to purchase from the COMPANY, at the Closing, Assets owned by the COMPANY as set forth on Exhibit "A", in exchange for the transfer, at the Closing, by WELLINGTON to the COMPANY of the Funds (the "Transaction"). The Asset purchase price shall be allocated among the Assets in accordance with Exhibit "B" to this Agreement. The Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances, excepting only the Assumed Liabilities (defined below).
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Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the assets and property of the Business (collectively, the "Purchased Assets") as follows:

Related to Agreement to Sell Assets

  • 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.

  • Agreement to Sell and Buy Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

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