Assignment and Transfer of Assets Sample Clauses

Assignment and Transfer of Assets. Seller hereby agrees to sell, and Purchaser hereby agrees to purchase, all of the assets, property, rights, interests and business of Seller of every kind and description, tangible or intangible, and whether or not carried or reflected in the books and records of Seller, used in the operation of the business, except for the assets and property described in Section 1.2 below. Said acquisition shall be in the form of an exchange of assets of Seller for stock to be issued by BIZN pursuant to Section 38, subsection (a)(2)(C) of the Internal Revenue Code. The assets and property to be acquired hereunder (collectively, the "Purchased Assets") include, but are not limited to, the following:
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Assignment and Transfer of Assets. Effective as of July 7, 2000 (the "Effective Date"), Assignor hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Assignee, its successors and permitted assigns, absolutely and forever, all of Assignor's right, title, interest, benefit and claims, whether statutory or at common law, in and to all of the assets, properties and rights of Assignor, of every type and description, whether tangible or intangible, relating to the Peerfinder application and the business associated therewith, together with the goodwill associated with the Peerfinder application, along with the right to recover for damages and profits for past infringement thereof and all present and future rights of every kind pertaining to the Peerfinder application, whether or not such rights are now known, recognized or contemplated, with such right, title and interest in the Peerfinder application to be held and enjoyed by Assignee as fully and entirely as the same would have been held by Assignor had this Assignment not been made, including, without limitation, the following (all the assets of Assignor to be transferred and assigned to the Assignee pursuant hereto, including, without limitation, the Developed Technology, Peerfinder Technology, Software, Proprietary Rights, Inventories and Contract Rights (as hereinafter defined), are hereinafter collectively referred to as the "Program"):
Sample 1
Assignment and Transfer of Assets. There is no Intellectual Property, Contract or other Asset in use in the AGS Business that is owned or leased by any Major Shareholder or any other Person, other than AGS, that have not been or will not have been assigned to AGS prior to the Closing. No other Person, including, but not limited to, any Major Shareholder, has or will have any rights therein as of Closing.
Sample 1

Related to Assignment and Transfer of Assets

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Assignment of Assets Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documents, and (ii) the capital stock of PrivateCo and Split-Off Subsidiary:

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

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