Purchase and Sale of Acquired Assets Sample Clauses

Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing, for the consideration specified below in this Section 2.
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):
Purchase and Sale of Acquired Assets. With the exception of the Excluded Assets, subject to the terms and conditions set forth in this Agreement, at Closing, Purchaser shall purchase from the City, and the City shall sell, transfer, assign and deliver to Purchaser, free and clear of all Liens except for the Permitted Liens, all of the right, title and interest of the City in, to and under all of the assets, properties and rights of the City, to the extent such assets, properties and rights exist as of the Closing Date and are used, necessary or important in the operation of the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation, the following:
Purchase and Sale of Acquired Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase from Sellers, free and clear from all Encumbrances, all of Sellers’ right, title and interest in, to and under all of the business, properties, assets, goodwill and rights of Sellers of whatever kind or nature, real or personal, tangible or intangible, owned, leased or licensed to, used or otherwise held by Sellers in operating the Business, wherever located and whether now existing or hereafter acquired other than the Excluded Assets (the “Acquired Assets”), including the assets specified below (to the extent related to the Business) and any additional assets listed on Schedule 2.1 hereof:
Purchase and Sale of Acquired Assets. 1. Elan hereby transfers, sells, conveys, assigns and delivers to NBL all right, title and interest in the Territory to (i) the Acquired Assets and (ii) subject to the Demerger Agreement, the Acquired Liabilities. Subject to Article VI hereof and notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer, sell, convey, or assign any Acquired Asset if an attempted transfer, sale, conveyance, or assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such Acquired Asset, or would in any way adversely affect the rights of EPI or EPIL, or upon transfer, sale, conveyance or assignment, NBL under such Acquired Asset.
Purchase and Sale of Acquired Assets. (a) On the terms and subject to the conditions of this Agreement, at the Closing Date Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller all the right, title and interest of Seller in, to and under the Acquired Assets in consideration of the payment by Buyer of the Purchase Price (the “Acquisition”) Seller shall deliver the Acquired Assets free and clear of all Liabilities, and Encumbrances, except as Seller and Buyer may mutually agree in writing.
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the applicable Closing, the Sellers shall (and, where applicable, shall cause their respective Affiliates to) sell, convey, assign, transfer and deliver to the Purchaser Group, and the Purchaser shall (and, where applicable, shall cause the other members of the Purchaser Group to) purchase, acquire and accept from the Sellers and, where applicable, their respective Affiliates (other than the Acquired Company) (i) all of such Personsright, title and interest to the Acquired Company Shares, (ii) all of such Persons’ right, title and interest, as of the applicable Closing, to all of the Assets that are exclusively used, held for use, or otherwise exclusively related to the Business either as of the date hereof or the applicable Closing Date (excluding all Intellectual Property and Software, except as specifically identified in Section 1.1(g)), (iii) all of such Persons’ right, title and interest, as of the applicable Closing, to all of the following Assets (such Assets under the foregoing clauses (ii) and (iii), the “Separately Owned Acquired Assets”), in each case free and clear of all Encumbrances other than Permitted Encumbrances (other than with respect to the Acquired Company Shares, which shall be free and clear of all Encumbrances):
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing: