Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, the following properties, assets and other claims, rights and interests:
Delivery of the Assets. Delivery of the Assets shall be made by the Company to the Purchaser at the Closing by delivering such warranty deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of assignment, conveyance and transfer, and such powers of attorney, as shall be effective to fully vest in the Purchaser good, marketable and valid title to, and the right to full custody and control of, all of the Assets, free and clear of all Encumbrances (except for Permitted Liens), in each case in form and substance reasonably satisfactory to the Purchaser and its counsel.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver, and cause its Affiliates (as defined in Section 2.6) to sell, transfer, convey, assign and deliver, to the Buyer, and the Buyer shall purchase from the Seller and such Affiliates, all of the assets, tangible and intangible, of every kind and nature owned or used by Seller exclusively in connection with the operation of the Acquired Business (collectively, the "Assets"), which Assets include those which are set forth on Schedule 1.1 attached hereto and the following properties, assets, rights and interests:
Delivery of the Assets. At the Closing, the Asset Owners shall duly endorse for transfer and deliver to the Purchaser (or its assignee) the Assets and such other Conveyancing Documents as are necessary to transfer to Purchaser (or its assignee) good and marketable title to the Assets free and clear of any Liens.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, except as specifically provided in Section 1.01(b) hereof, at the closing of the transactions contemplated by this Agreement (the "Closing"), DGD shall sell, transfer, convey, assign and deliver to NDI, and NDI shall purchase from DGD, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except as otherwise expressly provided herein), all of the properties, assets and other claims, rights and interests reflected on the Closing Balance Sheet (as defined below), except if otherwise sold or disposed of in the ordinary course of business prior to the Closing Date, or which on the Closing Date (as defined below) are owned by DGD, including but not limited to:
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, except as specifically provided in Section 1.3 hereof, at the closing of the transactions contemplated by this Agreement (the "Closing"), PLATO shall sell, transfer, convey, assign and deliver to Inclusion, and Inclusion shall purchase from PLATO, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except as otherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of PLATO which are necessary to conduct the Business as it is conducted as of the date hereof, and which are otherwise owned by PLATO, whether reflected on the financial statements of PLATO or not, of whatever kind, character or description, whether real, personal or mixed, tangible or intangible, wherever situated, including without limitation:
Delivery of the Assets. Subject to and upon the terms and conditions of this Agreement and pursuant to the delivery schedule agreed upon between the Parties (Schedule 3.1 hereto), Seller hereby assigns, transfers, conveys and delivers to Buyer and Buyer hereby purchases from Seller, the Assets, as defined in Article II.
Delivery of the Assets. Upon completion of the Closing, subject to Section 6.04, title, ownership and possession of the Assets will pass to the Buyer. On or as promptly as reasonably practicable after the Closing, the Seller shall (i) transfer (or implement arrangements for the transfer and delivery of physical possession of) all tangible assets (including any and all Records, whether electronic or otherwise) included in the Assets to the Buyer or its designated Representatives, and (ii) upon reasonable request of the Buyer, notify all of its agents that hold files or other tangible material included in the Assets that, effective as of the Closing, the Buyer owns such Assets, with directions to transfer such Assets to the Buyer in accordance with the Buyer’s reasonable instructions. All costs or expenses of the Seller, its Affiliates and its and their Representatives incurred pursuant to this Section 2.03 shall be borne solely by the Seller.
Delivery of the Assets. TRANSFERORS have, or will have on the Closing Date, good and marketable title (which includes leasehold title if applicable) to the Assets to be transferred to ACQUIROR on the Closing Date. (see: Exhibit A – Schedule of Assets; Exhibit F – Assignment of Patents and Intellectual Property).
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, the following properties, assets and other claims, rights and interests which relate to or are used or held for use in connection with the Business: (i) all inventories of raw materials, work in process, finished goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items (collectively, the "Inventory") of the Seller which exist on the Closing Date (as defined below); (ii) all accounts, accounts receivable, notes and notes receivable existing on the Closing Date (collectively, the "Accounts Receivable") of Seller; (iii) all prepaid expenses, advance payments and security deposits of the Seller existing on the Closing Date; (iv) all rights and benefits under the Contracts (as defined below) set forth on Schedule 2.16 attached hereto (collectively, the "Contract Rights") of the Seller; (v) all operating data and records, including without limitation, books (other than corporate minute and stock record books), records and accounts, correspondence, research and development files, drug master files, production records, technical, accounting, manufacturing, quality control and procedural manuals, customer lists, customer complaint files, sales and marketing literature, purchase orders and invoices and employment records of the Seller; (vi) all rights, claims, warranty rights and other similar rights of the Seller under express or implied warranties from suppliers; (vii) all machinery, equipment, tools, computers, computer hardware and software, motor vehicles, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture and fixtures, leasehold improvements, construction in progress and other tangible assets, whether or not reflected as capital assets in accounting records (collectively, the "Fixed Assets") of the Seller; (viii) all right, title and interest in and to all of the outstanding shares of capital stock, with any dividends pertaining to the 1998 fiscal year and all subsequent fiscal years attached, of BioSepra, S.A. (the "BSA Shares"), a subsidiary of the Seller ("BSA"); 8 (ix) all right, title and interest in and to (including without limitation the right to sue xxx and obtain remedies against past ...
