Purchased Assets and Excluded Assets Sample Clauses

Purchased Assets and Excluded Assets. (a) Subject to the terms and conditions hereof, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of Seller’s right, title and interests in and to the Purchased Assets, free and clear of Encumbrances of any kind. As used in this Agreement, the “
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Purchased Assets and Excluded Assets. Subject to the terms ------------------------------------ and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller, the following assets, properties and rights of Seller (collectively, the "Purchased Assets"):
Sample 1
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and indemnities hereinafter set forth, effective at midnight on July 31, 1997 (i) Parent is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Parent, the parcel of land owned by Parent and described in Schedule 2.1.1 (the "Fee Property") and (ii) Seller and Parent are selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller and Parent, all of the assets of Seller and Parent, respectively, used in the Business (together with the Fee Property collectively referred to as the "Purchased Assets"), including but not limited to all of Seller's and Parent's right, title and interest in and to the following:
Sample 1
Purchased Assets and Excluded Assets. (a) Section 2.1 of the Purchase Agreement shall be amended by deleting the phrase "subject to the mutual agreement of the Sellers and Purchasers in accordance with Section 7.10" from subsection (n) thereof.
Sample 1
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants, indemnities and agreements hereinafter set forth, at the Closing, Seller, Danixx, xxd Dan Xxx shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller and Dan Xxx, the rights of Seller and Dan Xxx in and to the following assets and properties (collectively, the "Purchased Assets"): 8 (a) All inventories of finished products, work in process, raw materials, supplies and packing and shipping material as of the Closing Date, provided, in the case of Dan Xxx, such inventories shall be limited to those located at or exclusively used in connection with the Edmonton bolt, flange and gasket business of Dan Xxx (collectively, the "Inventory"), a summary of such raw materials, finished products and work in process as of September 30, 1995 (except with respect to Dan Xxx which would be as of October 31, 1995) is attached as Schedule 2.1(a) which such list shall be updated as of the Closing Date in accordance with the terms hereof. A complete list of finished goods, work in process and raw materials as of the Closing Date will be provided, including a segregated list of Inventory securing the 4-year Subordinated Inventory Note, hereinafter defined;
Sample 1
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, the assets, properties and rights of Seller described on Exhibit 2.1 attached hereto (collectively, the "Purchased Assets"). Notwithstanding the foregoing, the Purchased Assets shall not include, and Buyer will not purchase, (a) any insurance policies or insurance contracts, (b) tax refunds applicable to periods prior to the Closing or (c) the assets listed on Exhibit 2.1-A attached hereto (collectively the "Excluded Assets").
Sample 1
Purchased Assets and Excluded Assets. (a) On the Closing Date (as hereinafter defined), Seller agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, all assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, and wherever situated, owned by Seller and used in the Business on the Closing Date including, but not limited to, the assets described in paragraphs (i) through (vii) below used by Seller in the conduct of the Business, except for the Excluded Assets (as hereinafter defined). The assets to be purchased and sold hereunder shall be referred to in this Agreement as the "Purchased Assets" and shall be purchased by Purchaser free and clear of any and all mortgages, liens, security interests, pledges, charges, claims, restrictions. encumbrances, options and rights of third parties. The assets comprising the Purchased Assets are as follows:
Sample 1
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Purchased Assets and Excluded Assets. For purposes of this Agreement, the "Purchased Assets" shall consist of all right, title and interest in and to all of the assets utilized in the Business which are specified on Schedule 2.02 as being Purchased Assets, which Schedule 2.02 is incorporated by reference herein and made a part hereof, and the Seller or any Member, as the case may be, shall retain all right, title and interest in and to the Excluded Assets which are specified on Schedule 2.02 as being Excluded Assets.
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Purchased Assets and Excluded Assets 
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Related to Purchased Assets and Excluded Assets

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

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