Sale and Assignment of Assets. The Seller does hereby sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser hereby purchases from the Seller, free and clear of all liens, claims, interests and Encumbrances (other than Permitted Encumbrances), all of the Seller’s right, title and interest in and to the following:
Sale and Assignment of Assets. Subject to and on the terms and conditions set forth in this Agreement, Buyer will purchase from Symantec and Symantec will sell, assign, convey, transfer and deliver to Buyer the following assets (collectively the "ASSETS"):
Sale and Assignment of Assets. Seller does hereby sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer all of Seller’s right, title and interest in, to and under those certain assets of Seller transferred to Seller pursuant to the (a) Quitclaim Foreclosure Xxxx of Sale, dated as of January 18, 2008 between RFC BB Holdings, LLC., in its capacity as secured party, and Seller, in its capacity as buyer, and (b) Foreclosure Assignment of Trademarks, dated as of January 18, 2008, by Bravo! Brands, Inc. in favor of Seller, including but not limited to, the assets set forth on Schedule 1.1 attached hereto (collectively, the “Assets”), and Buyer hereby agrees to purchase all of Seller’s right, title and interest in, to and under all of the Assets under the terms of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL OF SELLER’S INTERESTS IN, TO AND UNDER THE ASSETS SHALL BE CONVEYED TO BUYER ON A “QUITCLAIM”BASIS, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, CONTENT, OR CONDITION OF THE ASSETS, TITLE, MERCHANTABILITY, OR FITNESS OF THE ASSETS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HERBY DISCLAIMED. BUYER IS ACQUIRING SELLER’S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE ASSETS IN AN “AS IS” AND “WHERE IS” CONDITION. BUYER HAS ASSESSED THESE MATTERS TO ITS SATISFACTION. IN NO EVENT, SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS CONVEYENCE.
Sale and Assignment of Assets. Pursuant to the terms and subject to the conditions of the Master Transaction Agreement, BMS and the Selling Affiliates do hereby sell, transfer, assign and convey to Purchaser and its successors and assigns all of the right, title and interest of BMS and the Selling Affiliates in, to and under the Acquired Assets.
Sale and Assignment of Assets. Upon the terms and subject to the conditions of the Asset Purchase Agreement, by this Agreement, the Seller hereby sells, conveys, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and takes assignment of, all of the Seller’s right, title and interest in and to the Purchased Assets; provided, however, that any of the Purchased Assets that are specifically assigned or transferred pursuant to the Intellectual Property Assignment Agreement and the Lease Assignment shall not be assigned or transferred pursuant to this Agreement.
Sale and Assignment of Assets. The Seller hereby sells, conveys, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and takes assignment of, all of the Seller’s right, title and interest in and to the Business Intellectual Property, including the Business Intellectual Property listed on Schedule 1, together with (i) the right to xxx and recover for past infringements or misappropriations of any Business Intellectual Property, and (ii), in the case of the Trademarks included in the Business Intellectual Property, the goodwill associated therewith or symbolized thereby.
Sale and Assignment of Assets. Seller hereby sells, transfers, assigns, delivers and relinquishes to Buyer, in perpetuity, free and clear of all Liens, all right, title and interest of Seller in, to and under the Acquired Assets. Notwithstanding anything to the contrary contained herein, the Acquired Assets shall not include any of the Excluded Assets.
Sale and Assignment of Assets. Gensia Sicor does hereby sell, assign, transfer, convey and deliver to Baxter PPI, and Baxter PPI does hereby purchase and acquire from Gensia Sicor, all of Gensia Sicor's right, title and interest in and to the contracts or those provisions of such contracts listed on EXHIBIT A hereto, including all of the properties, rights and claims relating thereto; PROVIDED, HOWEVER, as to any such contract which cannot be sold, assigned, transferred, conveyed or delivered effectively without the consent of a third party, which consent has not been obtained, this Agreement shall be of no force or effect until such requisite consent is obtained, whereupon this Agreement shall become of full force and effect with respect thereto.
Sale and Assignment of Assets. Seller, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, transfers, sells, conveys, assigns and delivers to Buyer, free of all Liens, all of Seller's right, title and interest in and to all of the Assets.
Sale and Assignment of Assets. Pursuant to the Purchase Agreement, Exodus, on behalf of Sub, has on the date hereof purchased the Assets of Arca from CyberGuard. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, Seller does hereby sell, assign, bargain, transfer, convey and deliver unto Sub all of the right, title and interest in and to the Assets.
