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 the Assets. 10 2.1. Agreement to Purchase and Sell...........................................................................10 2.2. Excluded Assets..........................................................................................11 2.3.
Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer all of the assets of the Seller existing on the Effective Date other than the Excluded Assets (defined below), whether personal, tangible or intangible, including, without limitation, the following assets of the Seller relating to or used or useful in the operation of the businesses as conducted by the Seller on and before the Effective Date (the Businesses) (all such assets being sold hereunder are referred to collectively herein as the Assets):
Purchase and Sale of the Assets. (a) Upon the terms and subject to the conditions of this Agreement, including Section 2.1(b), at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller's right, title and interest in and to all of the assets used in or relating to the Business (other than the Intellectual Property) (the "Assets"), including:
Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer effective as of 12:01 A.M. Texas time on the date of execution hereof (the "Closing Date"), all of the assets of the Seller existing on the Closing Date other than the Excluded Assets (defined below), whether real, personal, tangible or intangible, including, without limitation, the following assets owned by the Seller relating to or used or useful in the operation of the business as conducted by the Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"):
Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement, XeQute agrees to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase and accept from XeQute free and clear of all Liens, all of the right, title and interest of XeQute to (a) all commitments, contracts, leases and agreements relating to the SAP Practice business line, the eSuite business line and the Light Directed business line listed or described on Schedule 2.1(a) hereto (collectively, the "Contracts") and (b) all of XeQute's tangible and intangible assets, including goodwill, required to operate the SAP Practice business line, the eSuite business line and the Light Directed business line, including all those assets listed or described on Schedule 2.1(b) hereto (referred to hereinafter collectively with the Contracts as the "Assets"). All Schedules hereto shall be agreed by the parties and attached hereto within 30 days of the date hereof, or such later date as all parties hereto shall agree, or this Agreement shall terminate.
Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”):
Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, on the Stage Two Closing Date (as hereinafter defined), ZAP shall purchase and accept from ASCR, and ASCR shall sell, transfer, convey and deliver to ZAP, all of the Rental Equipment and all other tangible and intangible assets of ASCR listed on the attached Exhibit D (collectively, the "Assets"), including, but not limited to, the following:
Purchase and Sale of the Assets. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to all of the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and dies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, telephone and telefax numbers, all listings in all telephone books and directories, Seller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG A...
Purchase and Sale of the Assets. Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at Closing (hereinafter defined), but effective as of 12:01 a.m. C.S.T. on January 1, 2003 (the "Effective Date") a net three percent (3%) of the right, title and working interest of Seller in and to the following properties described in Sections 1.1 through 1.7 (collectively, the "Assets"):
