Purchase of the Purchased Assets. (a) Upon the terms and provisions and subject to the conditions hereof, and based upon the representations, warranties, covenants and agreements of the Seller and Shareholder contained in this Agreement and the other Seller Documents and the exhibits and schedules attached hereto and thereto, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all of the right, title and interest of the Seller in and to all of the assets, properties and rights of every nature, kind and description relating primarily to the Business, whether real or personal, tangible or intangible, whether owned, leased, licensed or otherwise held by the Seller or used by the Seller or by any other Person primarily in connection with the Business, wherever located and howsoever situated (all of the foregoing, collectively, the "Purchased Assets"), excluding therefrom the Excluded Assets. Without limiting the foregoing, the Purchased Assets shall include, in each case with respect to the Business, the following:
Purchase of the Purchased Assets. Teltronics shall purchase from Tri-Link and Tri-Link shall sell, assign transfer and convey to Teltronics, at the Closing Time, all right, title and interest in, under and to the Purchased Assets, upon the terms set forth in this Article IV and subject to such other conditions as are set forth herein. Until the Closing Time, Tri-Link shall retain exclusive ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Vortex Technology and the Vortex Technology Assets and Teltronics shall not, prior to the Closing Time, acquire any Rights in or to the Vortex Technology and/or the Vortex Technology Assets.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, on and as of the Closing Date, Seller agrees to sell, assign and transfer to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all Liens, all of Seller’s right, title and interest in and to the Purchased Assets.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing (which shall take place simultaneously with the execution and delivery of this Agreement), Sellers shall sell convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, all of the Purchased Assets, free and clear of any and all Liens.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, SELLER CO hereby sells, conveys, transfers, assigns and delivers to BUYER CO, and BUYER CO hereby purchases and accepts from SELLER CO, for an aggregate consideration equal to the Purchase Price all of the Purchased Assets, free and clear of any and all Liens.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing (as such term is defined in Section 2 below), Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the assets, rights and claims (other than the Excluded Assets, as such term is defined in Section 1.2 below) used by, useful in or allocated to the PMC Division (collectively, the "Purchased Assets"), including without limitation, the following:
Purchase of the Purchased Assets. On the terms and subject to the conditions of this Agreement, Parent shall sell, convey, transfer and assign (or cause to be sold, conveyed, transferred and assigned) to Acquisition Sub for the consideration specified in Section 1.1(f), and Acquisition Sub shall purchase, acquire and take assignment and delivery of the Purchased Assets.
Purchase of the Purchased Assets. At the Closing, upon the terms and provisions and subject to the conditions hereof, and based upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement and the Seller Documents and the exhibits and schedules attached hereto and thereto, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all of the right, title and interest of the Seller in and to the assets of the Seller utilized in, or necessary to conduct, the Business, wherever located and however situated (collectively, the "Purchased Assets"). Without limiting the foregoing, the Purchased Assets shall include:
Purchase of the Purchased Assets. Subject to the terms and -------------------------------- conditions set forth in this Agreement, at the Closing (as hereinafter defined) the Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer, and the Buyer agrees to purchase, all of the Purchased Assets and any and all Assumed Liabilities related thereto. The Bxxx of Sale and the Assignment of Intellectual Property are set forth in Exhibits 1.1(a) and 1.1(b) hereto.
Purchase of the Purchased Assets. (a) Subject to the terms and conditions of this Agreement, the Company shall at Closing sell, convey, transfer, assign and deliver to Buyer, and Buyer shall at Closing purchase, acquire and accept from the Company, free and clear of any Liens other than those Liens set forth on SCHEDULE 2.1(A), all of Company's right, title and interest in and to all of the Company's property and assets, tangible and intangible, of every kind and description, wherever located, including the following assets (the "Purchased Assets"):
