Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:
Sale and Purchase of Assets. (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):
Sale and Purchase of Assets. 2 2.1 Agreement to Sell and Buy..............................................................2 2.2 Assumption of Liabilities and Obligations. ............................................2 2.3
Sale and Purchase of Assets. Subject to and upon the terms and conditions set forth herein, Seller agrees to sell, assign, convey, transfer and deliver (“Transfer”) to Buyer and Buyer agrees to purchase from Seller, on the Closing Date (as defined in Section 10), the following assets (“Assets”):
Sale and Purchase of Assets. 1.1 In consideration of Purchase Price pursuant to Section 1.3 below, Seller does hereby assign, transfer, and convey to Purchaser (without any further act or deed except as otherwise indicated herein), full right, title, and interest in and to all of the Assets, and Purchaser does hereby acquire and receive full right, title, and interest in and to the Assets, wherever located and regardless of whether or not reflected on Seller's books and records, free and clear of any Encumbrances. Without any limitation on anything stated above, the Assets consist of all of the following:
Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, the Seller may, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Purchaser agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Seller in and to the Assets relating to such Initial Purchase or Incremental Purchase, as the case may be.
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”):
Sale and Purchase of Assets. 7 2.1 Sale and Purchase of Assets............................... 7 2.2
Sale and Purchase of Assets. Subject to the terms and conditions set forth herein, Landmark agrees to sell, assign, transfer, convey and deliver to OpCo, and OpCo agrees to purchase from Landmark, all of the Assets, free and clear of any Lien other than Permitted Liens.
