Common use of Purchase and Sale of Purchased Assets Clause in Contracts

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Vidara Therapeutics International LTD), Asset Purchase Agreement (Horizon Pharma PLC), Asset Purchase Agreement (Intermune Inc)

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Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller shall will sell, transfer, assign, transfer, convey and deliver to Purchaser, and the Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and the Purchased Assets pursuant to the Purchased Assets, free and clear Xxxx of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of PurchaserSale.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (and effective as of the Effective Time), Seller shall will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall Liens, and Purchaser will purchase, acquire and accept from Seller, the Inventory, B-I Supply Agreement and Quality Agreement in lieu of PurchaserPurchased Assets.

Appears in 3 contracts

Samples: Purchase and Assumption Agreement (Pacwest Bancorp), Purchase and Assumption Agreement (Flagstar Bancorp Inc), Purchase and Assumption Agreement (Flagstar Bancorp Inc)

Purchase and Sale of Purchased Assets. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, assign, transferconvey, convey transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accepttake assignment, conveyance, transfer and delivery of, all of Seller’s rightrights, title and interest interests in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.including:

Appears in 2 contracts

Samples: Asset Purchase Agreement (YouNow, Inc.), Asset Purchase Agreement (Worldwide Strategies Inc)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, Seller shall sell, transfer, assign, transfer, convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire purchase and acceptaccept delivery from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances any Encumbrances, other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Uil Holdings Corp)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s 's right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Filenes Basement Corp), Asset Purchase Agreement (Value City Department Stores Inc /Oh)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at and as of the Closing, Buyer shall purchase from Seller and Seller shall sell, assign, transfer, convey convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, Buyer at the Closing all of Seller’s right, title and interest in and to the Purchased Assets, Assets free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco . Seller shall purchase, acquire and accept perform all actions necessary to facilitate the Inventory, B-I Supply Agreement and Quality Agreement in lieu transfer of Purchaserthe Purchased Assets to Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (UNITED THERAPEUTICS Corp), Asset Purchase Agreement (Y-mAbs Therapeutics, Inc.)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingPurchaser is purchasing from Seller, and Seller shall sellis selling, assignconveying, transfertransferring, convey assigning and deliver delivering to Purchaser, and Purchaser shall purchaseon the Closing Date, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all any Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Material Sciences Corp)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver agrees to sell to Purchaser, and Purchaser shall purchaseagrees to purchase from Seller, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Purchase Agreement (Barrick Gold Corp)

Purchase and Sale of Purchased Assets. (a) Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, transfer and convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase and acquire from Seller, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectra Energy Partners, LP)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the terms and conditions set forth in of this Agreement, at the Closing, Closing Time the Seller shall sell, assign, transfer, convey assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and set over the Purchased Assets to the Buyer and the Buyer shall purchase and acquire the Purchased AssetsAssets from the Seller, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept for the Inventory, B-I Supply Agreement and Quality Agreement in lieu of PurchaserPurchase Price.

Appears in 1 contract

Samples: Agreement (MoneyFlow Capital Corp)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and acceptaccept from Seller, all of Seller’s rightand Seller shall sell, title transfer, assign, convey, set over and interest in and deliver to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.:

Appears in 1 contract

Samples: Asset Purchase Agreement (Abacus Life, Inc.)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Purchaser shall purchase from Seller and Seller shall sell, transfer, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and acceptin the Business Area, all of Seller’s 's right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rankin Automotive Group Inc)

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Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will purchase from Seller, and Seller shall will sell, transfer, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and acceptBuyer, all of Seller’s right, title and interest in and to the Purchased Assets, Assets free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of PurchaserLiens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Craftmade International Inc)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall the Purchaser will purchase from the Sellers, and the Sellers will sell, transfer, assign, transfer, convey and deliver to Purchaser, and the Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and the Purchased Assets pursuant to the Purchased Assets, free and clear Xxxx of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of PurchaserSale.

Appears in 1 contract

Samples: Employment Agreement (Advanced Communications Group Inc/De/)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will purchase from Seller, and Seller shall will sell, transfer, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and acceptBuyer, all of Seller’s 's right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alamo Group Inc)

Purchase and Sale of Purchased Assets. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, sell, convey, assign, transfer, convey transfer and deliver to Purchaser, and Purchaser shall purchase, acquire purchase and acceptaccept from Seller, all of Seller’s 's right, title and interest interest, as of the Closing Date, in and to the following (collectively, the “Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.”):

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Banks, Inc)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing the Purchaser will purchase and acquire from the Seller, and the Seller shall will sell, transfer, assign, transfer, convey and deliver to the Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s its right, title and interest in and to all of the assets used primarily in the operation of the Business, other than the Excluded Assets, wherever located and whether or not reflected on the Balance Sheet (collectively, the "Purchased Assets"), free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept including the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gencorp Inc)

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions set forth of this Agreement, Buyer agrees to purchase from the Seller and the Seller agrees to sell, transfer, assign and deliver to Buyer on the Closing Date (the "Closing"), the Purchased Assets for the Purchase Price as provided in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Leadingside Inc)

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Purchaser shall purchase from the Sellers, Seller and the Sellers shall sell, transfer, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all of Seller’s the Sellers' right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; provided that Opco shall purchase, acquire and accept the Inventory, B-I Supply Agreement and Quality Agreement in lieu of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (G & G Retail Inc)

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