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

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser and the Purchaser shall purchase and acquire from the Seller all of the Seller’s right, title and interest of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, used or held for use in connection with the Business, as the same shall exist on the Closing Date, including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, including, without limitation, the following:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc)

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Purchase and Sale of the Purchased Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer transfer, convey and deliver to the Purchaser Buyer, free and clear of all Liens, and the Purchaser Buyer shall purchase purchase, acquire and acquire accept, or cause to be purchased, acquired and accepted, from the Seller Seller, all of the Seller’s rightassets, title properties and interest of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, which relate to, are used in, or held for use are intended to be used in connection with the Business, as the same shall exist on the Closing Date, including all goodwill related thereto except for any Excluded Assets (collectively, the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, ”) including, without limitation, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Salon Media Group Inc)

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Purchase and Sale of the Purchased Assets. On Subject to the terms and subject to the conditions set forth in this Agreementherein, at the Closing, the Seller shall shall, sell, convey, assign, transfer transfer, convey and deliver to the Purchaser Buyer, and the Purchaser Buyer shall purchase and acquire from the Seller all of the Seller’s right, title and interest in, to and under the business, properties, assets, goodwill and rights of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates of every whatever kind and descriptionnature, real, personal and mixedreal or personal, tangible and or intangible, wherever situatedthat are owned, leased, used or held for use licensed by Seller and primarily used in connection with the Business, operation of the Business as the same shall exist on of the Closing Date, including all in each case, to the extent that such business, assets, properties, goodwill related thereto and rights exist as of the Closing Date and primarily relate to the Business, except for the Excluded Assets (collectively, the “Purchased Assets” and specifically excluding the Excluded Assets), free including all of such right, title and clear of all Encumbrances, including, without limitation, interest in and to the following:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (U.S. Rare Earth Minerals, Inc)

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