Asset Purchase and Sale. 1 Section 1.1.
Asset Purchase and Sale. (a) Upon the prior consummation of the MLP Contribution, and simultaneously,
Asset Purchase and Sale. 1 (S)1.1 Asset Purchase and Sale.............................................. 1 (S)1.2 Excluded Assets...................................................... 2 (S)1.3 No Liabilities Assumed............................................... 4 (S)1.4 Purchase Price....................................................... 4 (S)1.5 Closing.............................................................. 5 (S)1.6 Conveyance Documents................................................. 5 (S)1.7 Possession........................................................... 6 (S)1.8. Joint Notice of Sale; No Use of CIGNA Dental Name.................... 6
Asset Purchase and Sale. Seller and Buyer mutually agree for the Seller to sell, convey, transfer, assign and deliver to Buyer and Buyer to purchase substantially all of the property of Seller, wherever located, tangible and intangible, consisting of the following assets: vehicles, bottling equipment, spring properties, trademarks and other intellectual property, purchase orders, customer lists, and goodwill. (The assets being purchased and sold hereunder are sometimes referred collectively as "Assets" and are identified in Exhibit "A"). Assets of Seller not on the list are being retained by Seller.
Asset Purchase and Sale. Subject to Section 1.2 and Section 5.11, each of the Sellers shall take all such actions necessary to sell, convey, transfer, assign and deliver to the applicable Buyer as set forth on Schedule 1.1(b), free and clear of all Encumbrances other than any Permitted Encumbrances, and Buyer shall acquire from each of the Sellers, all of the right, title and interest that Parent and its Subsidiaries possess in and to the assets primarily related to either of the Businesses (the “Purchased Assets”), including the following:
Asset Purchase and Sale. On the terms and subject to the conditions described in this Agreement, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase from Seller, certain assets used in the operation of the Volu-Sol Business (the “Assets”), including without limitation the following:
Asset Purchase and Sale. On the Closing Date, and on the terms and ----------------------- subject to the conditions described in this Agreement, the Companies shall sell, assign, transfer, convey, and deliver to American, and American shall, purchase from the Companies, substantially all of the Companies' respective assets, rights, and business operations (the "Assets"), including without limitation the following:
Asset Purchase and Sale. Seller and Buyer mutually agree for the Seller to sell, convey, transfer, assign and deliver to Buyer and Buyer to purchase substantially all of the property of Seller relating to the Home and Office (Route Distribution) bottled water and coffee Business in or about Albany, New York, wherever located, tangible and intangible, (the "Business") consisting of the following assets: vehicles, vehicle leases, purchase orders, customer contracts, customer lists, inventory, and goodwill. (The assets being purchased and sold hereunder are sometimes referred to collectively as "Assets" and are identified in Exibit "A"). Assets of Seller not on the list are being retained by Seller, including specifically, and without limitation, accounts receivable arising out of sales on or before the Closing Date (as hereinafter defined).
Asset Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on or before the Closing Date (defined below), all of the Seller's right, title, and interest in and to the assets listed on Schedule "A" ("Assets") (attached to this Agreement and incorporated into its terms by reference). For purposes of this Agreement, any Asset not itemized on Schedule "A" shall be an excluded Asset ("Excluded Asset"). Buyer shall not acquire any interest in an Excluded Asset under this Agreement.
Asset Purchase and Sale. On the terms and subject to the conditions of this Agreement:
