Purchase and Sale of Purchased Products and Related Assets Sample Clauses

Purchase and Sale of Purchased Products and Related Assets. Upon the terms and subject to the conditions set forth herein and subject to Section 1.2, at the Closing, (x) Seller I shall (and the Members of Seller I shall take all applicable steps to cause Seller I to) sell, convey, assign, transfer and deliver to Purchaser I and Purchaser I shall purchase, acquire and accept from Seller I, free and clear of all Liens, other than Permitted Encumbrances, all of Sellers I’s right, title and interest, as of the Closing, in, to and under all of the products and assets of Seller I that are described in clauses (a) through (n) of this Section 1.1, but only to the extent that such assets are (i) Related to, in whole or in part, the Business, in all cases whether tangible or intangible, real, personal or mixed, and (ii) do not constitute Excluded Assets and (y) Seller II shall (and the Members of Seller II shall take all applicable steps to cause Seller II to) sell, convey, assign, transfer and deliver to Purchaser II, and Purchaser II shall purchase, acquire and accept from Seller II, free and clear of all Liens, other than Permitted Encumbrances, all of Seller II’s right, title and interest, as of the Closing, in, to and under all of the assets of Seller II that are described in clauses (a) through (o) of this Section 1.1, but only to the extent that such assets are (i) Related to, in whole or in part, the Business, in all cases whether tangible or intangible, real, personal or mixed, and (ii) do not constitute Excluded Assets, in all cases allocated between Purchaser I and Purchaser II as jointly directed by Purchaser I and Purchaser II and in all cases other than the Excluded Assets (the products and assets to be sold to Purchaser I and Purchaser II pursuant to this Section 1.1 collectively, the “Purchased Products and Related Assets”), such Purchased Products and Related Assets to consist of all of such right, title and interest in and to the following, except to the extent that any of the following refers to any Excluded Assets:
Sample 1
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Related to Purchase and Sale of Purchased Products and Related Assets

  • Purchase and Sale of Purchased Assets 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 will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of 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 the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

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