Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Company will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of the Company's right, title and interest in, and to all of the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise, and whether now existing or hereafter acquired (other than the Excluded Assets) used primarily in connection with the Business, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date including but not limited to such properties, assets and rights in the following categories (collectively with any proceeds and awards referred to in SECTION 1.09, the "ASSETS"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Seller will sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser will purchase, on the Closing Date (as defined in Section 2.1), the Transferred Interests, as more specifically described in Exhibit B.
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will, or will cause its subsidiaries to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's, or its applicable subsidiary's, right, title and interest in, to and under the following Assets and Properties of Seller (or its subsidiaries) used or held for use in connection with the Business (except as otherwise provided in Section 1(a)(xvi)), as the same shall exist on the Closing Date (the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's right, title and interest in, to and under the following Assets of Seller used or held for use in connection with Seller's Xerox Laser Printer Maintenance Business, as the same shall exist on the Closing Date (collectively, the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under the following Assets and Properties of Seller used or held for use in connection with the Business, except as otherwise provided in Section 1.1(b), as the same shall exist on the Closing Date (collectively, with any proceeds and awards referred to in Section 1.8, the “Assets”):
(i) (Intentionally Omitted);
Assets Transferred. On the terms and subject to the conditions ------------------ set forth in this Agreement, Sellers will, and Parent will cause Sellers to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Sellers" rights, title and interests in, to and under all of the assets and properties of Sellers used or held for use in connection with the Business, free and clear of all Liens, except as otherwise provided in Section 1.01(b), as the same shall exist on the --------------- Closing Date (collectively with any proceeds and awards referred to in Section ------- 1.11, the "Assets"), including, without limitation, the following: ----
Assets Transferred. Upon receipt of written instructions from the Annuitant in a form deemed satisfactory by the Trustee, the Trustee shall transfer, in the manner prescribed by the Tax Legislation, all or part of the Assets of the Fund or an amount equivalent to the value of such assets at that time, as well as all information necessary for the continuance of the Fund, to any person legally authorized to become an issuer under another RRIF of which the Annuitant may be the beneficiary, after deducting all amounts to be retained in application of paragraphs 146.3(2)(e.1) or 146.3(2)(e.2) of the Tax Act, as applicable, as well as any fees and disbursements to which the Trustee is entitled.
Assets Transferred. Subject to the terms and conditions hereof, Seller hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, on the Closing Date (as defined in Article X hereof), all of Seller's rights, title and interest in and to the Acquired Assets. The Acquired Assets are and, when conveyed to Buyer, will be free and clear of all liens, security interests, claims and other encumbrances (collectively, "Liens"), other than Permitted Liens. The Acquired Assets consist of:
(a) All cash, cash equivalents, bank accounts, other cash deposit accounts and similar cash items as of the Closing Date;
(b) All accounts receivable of Seller arising out of services provided or work performed prior to the Closing Date;
(c) All of the property, plant and equipment, including construction in progress, of Seller used in connection with the System and the Business, including those assets listed on Schedule 5.5(i);
(d) All Seller's right, title and interest in and to each lease, contract and agreement or instrument which relates to the System, the Business or the Acquired Assets, including those listed on Schedule 5.5(ii) hereto;
(e) All permits, licenses, franchises, rights of way, registrations, certificates, consents, approvals and authorizations by governmental or regulatory authorities or bodies relating to the ownership, possession or operation of the System, the Business or the Acquired Assets listed in Schedule 5.5 (iii) hereto ("Permits");
(f) All goodwill associated with the Business;
(g) All deposits with, and all claims and rights against third parties relating to the Acquired Assets, including, without limitation, unliquidated rights under guaranties and warranties, rights of recovery, set-offs and credits, such as unearned advances;
(h) All of Seller's inventory, as of the Closing Date, of materials, supplies and work-in-progress;
(i) All patents, copyrights, trade marks, trade names and assumed names used by Seller in connection with the operation of the System and the Business, other than the names Linkatel, Linkatel Pacific or any combination thereof; and
(j) All other assets and properties of any nature whatsoever owned, used or held by Seller in connection with the Acquired Assets or the operation of the System and the Business (other than the Excluded Assets referred to in Section 2.2 hereof), including, without limitation, client lists and client files, marketing and advertising materials, catalogues, corresponden...
Assets Transferred. On the terms and subject to the conditions ------------------ set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller's right, title and interest in, to and under the assets and properties of Seller used or held for use only in the conduct of the Business, as the same shall exist on the Closing Date (the "Assets"), such assets shall include the following assets, but shall specifically exclude the Excluded Assets (as such term is defined in Section 1.01(b)): ---------------
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller and Los Pueblos will, and Parent will cause Seller and Los Pueblos to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's and Los Pueblos' right, title and interest in, to and under all of the Assets and Properties of Seller and Los Pueblos used or held for use in connection with the Business, free and clear of all Liens and encumbrances, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date (it being understood and agreed that Los Pueblos may transfer its right, title and interest in and to any or all of such Assets and Properties to Seller prior to the Closing, whereupon Seller shall be obligated to transfer its right, title and interest in and to such Assets and Properties to Purchaser at the Closing) (collectively with any proceeds and awards referred to in SECTION 1.10, the "ASSETS"), including, without limitation, the following:
