Covenants of Sale and Purchase of Acquired Assets Sample Clauses

Covenants of Sale and Purchase of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase and acquire from each Seller in exchange for the consideration described in Section 1.4, free and clear of any Encumbrance, all of such Seller’s right, title, and interest in and to all of such Seller’s property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located relating to the Insurance Business (but excluding the Excluded Assets), including the following (collectively, the “Acquired Assets”):
Sample 1
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Covenants of Sale and Purchase of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 2.1), but effective as of the Effective Date (as defined in Section 2.7 hereof), Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers in exchange for the consideration described in Section 1.4, free and clear of any Encumbrance (as defined below), all of Sellers' respective right, title and interest in and to all of Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, as of the Closing Date, including the following (but excluding the Excluded Assets) (collectively, the "Acquired Assets"):
Sample 1
Covenants of Sale and Purchase of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller in exchange for the consideration described in Section 2.5, free and clear of any Encumbrance, 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, which are used primarily in or related to the operation of the Purchased Business, including the following (but excluding the Excluded Assets) (collectively, the "Acquired Assets"):
Sample 1

Related to Covenants of Sale and Purchase of Acquired Assets

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

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