Common use of Purchased Assets Clause in Contracts

Purchased Assets. Upon and subject to the terms and conditions provided in this Agreement, Seller shall, at the Closing, convey, sell, transfer, assign and deliver to Buyer all of Seller's right, title and interest in and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the "Purchased Assets"):

Appears in 6 contracts

Samples: Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc)

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Purchased Assets. Upon and subject Subject to the terms and conditions provided in provisions of this Agreement, Seller shall, at the ClosingClosing (as defined in Section 1.9), Seller shall sell, convey, sellassign, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens, all of Seller's right, title and interest in and to all of its the assets and properties (real, personal and intangible), includingused primarily or exclusively in the Business, but not limited to, excluding the items specifically listed and described below and on the schedules attached hereto Excluded Assets (but excluding Excluded Assets) (collectively, the "Purchased Assets"):). The Purchased Assets shall include the following types of assets, properties and rights, wherever located:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cas Medical Systems Inc), Asset Purchase Agreement (Cas Medical Systems Inc)

Purchased Assets. Upon the terms and subject to the terms and conditions provided in of this Agreement, Seller shallon the Closing Date, at the Closing, convey, Sellers shall sell, transfer, assign assign, convey and deliver to Buyer Enghouse US, and Enghouse US shall purchase from Sellers, free and clear of all of Seller's Encumbrances (except for Permitted Encumbrances), all right, title and interest in of Sellers in, to and to under the all of its the assets and properties of Sellers (real, personal and intangible), including, but whether or not limited to, in the items specifically listed and described below and on physical possession of Sellers) relating to the schedules attached hereto (but excluding Mediasite Business other than the Excluded Assets) Assets (collectively, the "Purchased Assets"):). The Purchased Assets shall include the following:

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Sonic Foundry Inc), Stock and Asset Purchase Agreement (Sonic Foundry Inc)

Purchased Assets. Upon the terms and subject to the terms and conditions provided in of this Agreement, Seller shall, at the ClosingEffective Time, convey, Seller shall sell, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and assume from Seller, all of Seller's ’s right, title and interest in in, to and to all of its assets and properties (realunder the following, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) wherever located (collectively, the "Purchased Assets"):

Appears in 2 contracts

Samples: Purchase Agreement (CapitalSouth Partners SBIC Fund III, L.P.), Purchase Agreement (Capitala Finance Corp.)

Purchased Assets. Upon and the terms, subject to the terms conditions and conditions provided in reliance upon the representations and warranties set forth in this Agreement, Seller shallshall sell, assign, transfer and deliver to Buyer at the Closing, conveyand Buyer shall purchase and accept from Seller at the Closing, sell, transfer, assign and deliver to Buyer all of Seller's rightthe assets, title properties and interest rights of Seller included in and to all the categories specifically identified in this Section 2.1 which are used by Seller in the conduct of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) Business (collectively, the "Purchased Assets"):”), except for the Excluded Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Portfolio Recovery Associates Inc), Asset Purchase Agreement (Portfolio Recovery Associates Inc)

Purchased Assets. Upon the terms and subject to the terms and conditions provided in of this Agreement, Seller shall, at the Closing, conveySeller shall sell, sellassign, transfer, assign convey and deliver to Buyer the Purchaser, and the Purchaser shall purchase from Seller, all of Seller's ’s right, title and interest in and to all of its the assets owned or held by Seller and properties (real, personal and intangible), includingused in or that relate to the Business wherever located, but not limited to, excluding the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) Assets set forth in Section 2.2 (collectively, the "Purchased Assets"):”), including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Crimson Wine Group, LTD)

Purchased Assets. Upon and subject Subject to the terms and conditions provided in this Agreement, Seller shallhereof, at the Closing, each Seller shall assign, convey, sell, transferand/or transfer to Buyer, assign and deliver to Buyer shall purchase or be assigned all of each Seller's right, title and interest ’s rights in and to all of its the assets and properties (real, personal and intangible)of the Sellers, including, but not limited towithout limitation, the items specifically listed and described below and on the schedules attached hereto following assets (but excluding Excluded Assetsthose assets excluded from this sale pursuant to Section 1.2) (collectively, the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Outdoor Channel Holdings Inc)

Purchased Assets. Upon On the terms and subject to the terms and conditions provided set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall, at the Closingshall sell, convey, sellassign, transfer, assign transfer and deliver (or cause to be sold, conveyed, assigned, transferred and delivered) to Buyer on the Closing Date, all of Seller's ’s right, title and interest as of the Closing Date in and to all of its Seller’s properties, assets and properties rights of any kind, whether tangible or intangible, real or personal (real, personal and intangible), including, but not limited to, except for the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the "Purchased Assets"):”), including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sterling Construction Co Inc)

Purchased Assets. Upon the terms and subject to the terms and conditions provided in of this Agreement, Seller shall, at as of the Closing, conveyBuyer shall purchase from Seller, and Seller shall sell, assign, transfer, assign convey and deliver to Buyer Buyer, all of Seller's ’s right, title and interest in, to and under the assets (i) exclusively used in and to all the operation of its assets and properties the Business or (real, personal and intangible), including, but not limited to, ii) otherwise described on Exhibit B (collectively the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the "Purchased Assets"):”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Macrovision Corp)

Purchased Assets. Upon and subject Subject to the terms and conditions provided in of this Agreement, Seller shall, at and as of the Closing, Seller shall sell, assign, convey, sell, transfer, assign transfer and deliver to Buyer Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of all of Seller's assets (wherever located) used in the operation of the Business (except those assets covered by the Services Agreement plus the Excluded Assets), including all of Seller's right, title and interest in and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the "Purchased Assets"):following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Devry Inc)

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Purchased Assets. Upon the terms and subject to the terms and conditions provided contained in this Agreement, Seller shall, at the Closing, Seller shall sell, convey, sell, transfer, assign and deliver to Buyer Purchaser or its designees, and Purchaser and such designees shall acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, all of Seller's ’s right, title and interest in in, to and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto under (but in each case excluding Excluded Assetsany tangible embodiment of assets transmitted at the Closing via the Remote Telecommunication Protocol) the following assets (collectively, the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realnetworks Inc)

Purchased Assets. Upon On the Closing Date (as defined in Section 1.8 below), upon the terms and subject to the terms and conditions provided set forth in this Agreement, Seller shall, at the Closing, convey, shall sell, transfer, assign convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to all of its assets the assets, interests and properties (realrights of any kind, personal and whether tangible or intangible), includingreal or personal, but not limited toowned, leased or used by Seller other than the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) Assets (collectively, the "Purchased AssetsPURCHASED ASSETS"):), including but not limited to the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Corvel Corp)

Purchased Assets. Upon and subject to the terms and conditions Except as otherwise provided in this Agreement, Seller shallSection 1.2, at the Closing, convey, the Seller shall sell, transferassign, assign transfer and deliver to the Buyer all of Seller's rightits respective rights, title and interest in and to all of its assets assets, properties and properties (realrights, personal of every type and description, tangible and intangible), including, but wherever located and whether or not limited to, reflected in the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) Business Records (collectively, the "Purchased Assets"):”), including:

Appears in 1 contract

Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)

Purchased Assets. Upon and subject Subject to the terms and conditions provided in of this Agreement, Seller shallhereby sells, at the Closingassigns and transfers to Buyer, conveyand Buyer purchases, sell, transfer, assign and deliver to Buyer all of Seller's right, title and interest in and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and as they shall exist on the schedules attached hereto (but Closing Date, excluding the Excluded Assets) Assets identified in Section 1.4 (collectively, the "Purchased Assets"):) and including, without limitation, such of Seller's assets as are more particularly described below:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mro Software Inc)

Purchased Assets. Upon On and subject to the terms and conditions provided set forth in this Agreement, Buyer will purchase from Seller, and Seller shall, at the Closing, convey, will sell, transfer, assign assign, convey and deliver to the Buyer on the Closing Date, free and clear of all liens, encumbrances, security interests, purchase rights, pledges, charges, mortgages, claims or any other limitations or restrictions whatsoever, all of Seller's right, title and interest in and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) following (collectively, the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Usa Broadband Inc)

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