Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Appears in 10 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets free and clear of any Liens or Liabilities other than Permitted Exceptions and Assumed Liabilities. “Purchased Assets” shall mean the following assets and rights of Sellers (but excluding Excluded Assets) as of the Closing related to the BusinessSeller:

Appears in 5 contracts

Sources: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) Seller as of the Closing Closing, to the extent primarily related to the Business:

Appears in 4 contracts

Sources: Asset Purchase Agreement (Attis Industries Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Attis Industries Inc.)

Purchase and Sale of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall Closing, Purchaser will purchase, acquire and accept from Sellers, and Sellers shall will sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean , free and clear of all Liens (other than those created by Purchaser and attaching upon the following assets of Sellers (but excluding Excluded Assets) as consummation of the Closing related to transfer of the Business:Purchased Assets or Transferred Exceptions) and Excluded Liabilities.

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Flowers Foods Inc), Intellectual Property Purchase Agreement (Flowers Foods Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Buyer the Purchased Assets. “Purchased Assets” shall mean all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of or after the Closing related to the BusinessClosing:

Appears in 2 contracts

Sources: Asset Purchase Agreement (Steel Partners Holdings L.P.), Asset Purchase Agreement

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellersthe Seller agrees to sell, and Sellers shall sellconvey, transfer, assignassign and make available for transfer to the Buyer, convey and deliver the Buyer agrees to Buyerpurchase from the Seller, all of Sellers’ the right, title and interest inin and to the Transferred Assets, to in each case, free and under the Purchased Assetsclear of all Liens other than Permitted Liens. For purposes of this Agreement, Purchased Transferred Assets” shall mean means the following assets of Sellers (but excluding Excluded Assets) as the same exist as of the Closing related immediately prior to the BusinessClosing:

Appears in 2 contracts

Sources: Asset Purchase Agreement (Elevation Oncology, Inc.), Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:listed on Schedule 2.1.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the BusinessSellers:

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased AssetsAssets free and clear of all liens, claims, encumbrances and interests. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers, other than the following assets of Sellers (but excluding Excluded Assets) , as of the Closing Closing, used or useful in connection with or related to the Business, including:

Appears in 2 contracts

Sources: Asset Purchase Agreement (New Century Energy Corp.), Asset Purchase Agreement (New Century Energy Corp.)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers Seller (but excluding Excluded Assets) as of the Closing to the extent related to the Business:

Appears in 2 contracts

Sources: Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement

Purchase and Sale of Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseeach applicable Closing, acquire and accept from Sellers, and Sellers Seller shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Sellers’ Seller’s right, title and interest in, in and to and under the Purchased Assets. “Purchased Assets” shall mean the following assets Assets free and clear of Sellers all Encumbrances (other than Permitted Encumbrances), but excluding the Excluded Assets) as of , for the Closing related to the Business:Purchase Price.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Freds Inc)

Purchase and Sale of Assets. On Except as otherwise provided below, upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. The term Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement (BankFinancial CORP)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchasers shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchasers, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets free and clear of any and all Liens other than Permitted Exceptions. “Purchased Assets” shall mean the following all assets of Sellers Seller (but excluding other than Excluded Assets) as of the Closing related to the Business), including:

Appears in 1 contract

Sources: Asset Purchase Agreement

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at effective as of the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers Date Seller shall sell, transfer, assign, convey convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Sellers’ the Acquired Assets, free and clear of all Liens other than Permitted Liens. “Acquired Assets” means all of Seller’s right, title title, and interest in, in and to and under the Purchased Assets. “Purchased Assets” shall mean the following assets used and/or useful in the operation of Sellers (the Business, but specifically excluding the Excluded Assets) as of the Closing related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement (Sintx Technologies, Inc.)

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in of this Agreement, at the Closing (as hereinafter defined), Buyer shall purchase, acquire and accept purchase from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers in and to all of their assets and property (but excluding other than the Excluded Assets) as of to the Closing extent related to the BusinessBusiness (the "Acquired Assets"), including, without limitation:

Appears in 1 contract

Sources: Asset Purchase Agreement (Florida Rock Industries Inc)

Purchase and Sale of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall Closing, Purchaser will purchase, acquire and accept from Sellersthe applicable Seller, and Sellers shall each applicable Seller will sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ such Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets , free and clear of Sellers all Liens (but excluding other than those Liens created by Purchaser and Transferred Exceptions) and Excluded Assets) as of the Closing related to the Business:Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement

Purchase and Sale of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall Closing, Purchaser will purchase, acquire and accept from Sellersthe applicable Seller, and Sellers shall each Seller will sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ such Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets , free and clear of Sellers all Liens (but excluding other than Transferred Exceptions) and Excluded Assets) as of the Closing related to the Business:Liabilities.

Appears in 1 contract

Sources: Purchase Agreement (Radioshack Corp)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer (as defined below), Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title title, and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:.

Appears in 1 contract

Sources: Asset Purchase Agreement (Saga Energy, Inc.)

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in this Agreement, and except as provided in Section 2.2 as to Excluded Assets, at the Closing Buyer Closing, Seller shall sell, assign, transfer, convey, set over and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Seller all of Sellers’ rightthe Assets, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) which are more fully described as of the Closing related to the Businessfollows:

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Bradco Supply Corp)

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined herein), Buyer shall purchase, purchase and acquire and accept from SellersSeller, and Sellers Seller shall sell, assign and transfer, assign, convey and deliver to Buyer, free and clear of all of Sellers’ rightLiens, title the Business and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers Seller (but excluding other than the Excluded Assets) as owned and used by Seller in the conduct of the Closing related to Business and identified below (collectively, the Business:"Purchased Assets"):

Appears in 1 contract

Sources: Asset Purchase Agreement (Spectrum Organic Products Inc)

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey deliver and deliver relinquish to BuyerBuyer in perpetuity, free and clear of all Liens, all of Sellers’ right, title and interest inin and to, to and under only to, the Purchased Acquired Assets. As used in this Agreement, Purchased Acquired Assets” shall mean means the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Businessassets, properties, rights and interests:

Appears in 1 contract

Sources: Asset Purchase Agreement (Icad Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean means all of the following assets of Sellers (but excluding Seller, other than the Excluded Assets) , as of the Closing related to Closing, including the Businessfollowing:

Appears in 1 contract

Sources: Asset Purchase Agreement (Hollywood Media Corp)

Purchase and Sale of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers the Seller shall sell, deliver, transfer, assign, convey and deliver assign to Buyerthe Purchaser, free and clear of all Liens, and the Purchaser shall purchase all of Sellers’ the Seller’s right, title and interest in, to and under in the Purchased Assets. “Purchased Assets” shall mean the following All assets of Sellers (but excluding the Seller that do not constitute Purchased Assets shall be Excluded Assets) as of the Closing related to the Business:.

Appears in 1 contract

Sources: Asset Purchase Agreement (Vital Therapies Inc)

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers each Seller shall sell, transfer, assign, convey convey, transfer and deliver to Buyerthe Purchaser, and the Purchaser shall purchase and acquire from such Seller, and take assignment and delivery from such Seller of, all of Sellers’ such Seller’s right, title and interest inin and to the following assets, to properties and under rights, as the same shall exist on the Closing Date (but excluding the Purchased Contracts and Assigned Permits, which are specifically addressed in Section 2.2, and the Excluded Assets. ) (the “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:”):

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Chemtura CORP)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transferconvey, assign, convey transfer and deliver assign to Buyer, all of Sellers’ rightor cause to be sold, title conveyed, transferred and interest inassigned to Buyer, to and under Buyer shall purchase from Seller, the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) Assets as of the Closing related for an aggregate amount equal to the Business:Purchase Price.

Appears in 1 contract

Sources: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Purchase and Sale of Assets. On the terms and subject to the conditions --------------------------- set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Seller's right, title and interest in, to and under the Purchased Assets. "Purchased Assets" shall mean the following assets of Sellers ----------------- Seller (but excluding the Excluded Assets) as of the Closing related to the BusinessClosing:

Appears in 1 contract

Sources: Asset Purchase Agreement (Agway Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets and the goodwill of the business associated therewith. “Purchased Assets” shall mean the following assets of Sellers Seller (but excluding Excluded Assets) as of the Closing to the extent related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement (Sharper Image Corp)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets, free and clear of all Liens. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement (DXP Enterprises Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing Seller shall sell, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, the Seller all of Sellers’ its right, title and interest in, to and under in the Purchased Acquired Assets. “Purchased Assets” Buyer shall mean the following not acquire any other assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Business:from Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Affymetrix Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersParent, and Sellers Parent shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Parent’s right, title and interest in, to and under the Purchased AssetsAssets free and clear of any Liens or Liabilities other than Permitted Exceptions and Assumed Liabilities. “Purchased Assets” shall mean the following assets and rights of Sellers (but excluding Excluded Assets) Parent primarily used in the Business as of the Closing related to the BusinessClosing:

Appears in 1 contract

Sources: Purchase Agreement (Banctec Inc)

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellersthe Sellers agree to sell, and Sellers shall sellconvey, transfer, assign, convey assign and deliver to the Buyer, and the Buyer agrees to purchase from the Sellers, all of Sellers’ the right, title and interest in, of Sellers in and to and under the Purchased Transferred Assets. For purposes of this Agreement, Purchased Transferred Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Businessmeans:

Appears in 1 contract

Sources: Asset Purchase Agreement (Avalo Therapeutics, Inc.)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all and any Liens except for Permitted Liens, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) Seller as of the Closing related to the BusinessClosing:

Appears in 1 contract

Sources: Asset Purchase Agreement (Strategic Diagnostics Inc/De/)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from Sellers, Sellers and Sellers shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free of Liens other than Permitted Exceptions, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all of the following assets of Sellers arising directly out of or used exclusively in Sellers’ operation of the Business (but excluding other than the Excluded Assets) as of the Closing related to the Business), including:

Appears in 1 contract

Sources: Asset Purchase Agreement (Headwaters Inc)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from the Sellers, and Sellers Seller shall (and shall cause the Selling Affiliates to) sell, transfer, assign, convey and deliver to Buyer, Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of the Sellers (but excluding Excluded Assets) as of the Closing to the extent related to the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey deliver and deliver relinquish to BuyerBuyer in perpetuity, free and clear of all Liens, all of Sellers’ right, title and interest in, in and to and under the Purchased Acquired Assets. As used in this Agreement, Purchased Acquired Assets” shall mean the following assets of Sellers (but excluding Excluded Assets) as of the Closing related to the Businessmeans:

Appears in 1 contract

Sources: Asset Purchase Agreement (Digirad Corp)

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased AssetsAssets free and clear of all Liens and all Liabilities, other than Permitted Liens, and Assumed Liabilities. “Purchased Assets” shall mean the following assets of the Sellers (but excluding Excluded Assets) as of the Closing related to the BusinessClosing:

Appears in 1 contract

Sources: Asset Purchase Agreement (Orleans Homebuilders Inc)