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. Except as otherwise provided in Section 2.3, at the Closing, Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, including the goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the “Purchased Assets”), which shall include the following:
Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey the Purchased Assets to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all of Seller's right, title and interest in and to the Purchased Assets, free and clear of any and all Liens, on the Closing Date for the consideration set forth in this Agreement. The sale, transfer, assignment and conveyance of the Purchased Assets shall be made by the execution and delivery at Closing of (i) an Assignment and Assumption Agreement substantially in the form attached hereto as Schedule 2.1(a) (the "Assignment"), and (ii) a bill xx sale substantially in the form attached hereto as Schedule 2.1(b) (the "Bill xx Sale"), and (iii) such other recordable instruments of assignment, transfer and conveyance as Purchaser shall reasonably request.
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. On the terms and subject to the --------------------------- conditions hereof (including the provisions of Sections 1.2 and 1.3), at the Closing (as defined in Section 4.1) Seller shall sell, transfer and assign to Buyer, or, as applicable, cause the Assigning Subsidiaries to sell, transfer and assign to Buyer, and Buyer shall purchase and acquire, all of Seller's or, as applicable, the Assigning Subsidiaries', right, title and interest in, to and under all of the rights, properties and assets of every kind, character and description, wherever located and whether tangible or intangible, real or personal or fixed or contingent, owned, held, used, conceived, developed or offered for sale or license by Seller or any of the Subsidiaries primarily in connection with the conduct of the Business or otherwise arising out of the conduct of the Business (collectively, the "Purchased Assets"), including the following:
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. 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. Subject to the terms and conditions of this Agreement, Seller shall grant, convey, sell, assign, transfer, and deliver to Buyer on the Closing Date (as defined in Section 2.1 herein), and Buyer shall purchase on the Closing Date, free and clear of all covenants, restrictions, liens, security interests, claims, pledges, assignments, subleases, options, rights of refusal, charges, leases, licenses, encumbrances and any other restriction of any kind or nature (collectively, “Liens”), all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description, wherever located, including the YM Business as a going concern and goodwill, that are owned, used, or held for use by Seller and related to the YM Business, except for those assets which are expressly excluded pursuant to Section 1.2 hereof (collectively, the “Assets”) Without limiting the generality of the foregoing, the Assets shall include, without limitation, items in the following categories that conform to the definition of the term “Assets”:
Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all the right, title and interest of Seller in and to the properties and assets described below which are used exclusively in the manufacture or distribution of the Business Products, free and clear of any and all liabilities, obligations, Claims, Encumbrances, charges and restrictions of every kind nature and description, except for the contractual obligations to be assumed by Buyer pursuant to Section 2.2 hereof (the "Purchased Assets"):
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.