Sale and Purchase of Assets Sample Clauses

Sale and Purchase of Assets. (a) Upon the terms, subject to the conditions and in reliance upon the representations and warranties herein set forth, the Seller shall, sell, convey, transfer, assign and deliver (collectively, “Transfer”) to the Buyer, and the Buyer shall purchase and acquire from the Seller: (i) the Seller’s right, title and interest in the renewals (the “Renewal Rights”) of the in-force reinsurance policies, contracts, binders, endorsements and extensions thereto issued or written by the Seller which comprise the Business as of the Closing Date and which are listed on Schedule I hereto (each, a “Reinsurance Contract” and collectively, the “Reinsurance Contracts”); (ii) at the option of the Buyer, which may be exercised by the Buyer from time to time after the Closing and until the expiration or termination date of a Reinsurance Contract, any and all of the Seller’s right, title and interest in and to each Reinsurance Contract, ;subject to the Seller’s obligations and liabilities thereunder (each, a “Novated Contract,” and collectively, the “Novated Contracts”), (iii) such readily-marketable liquid assets or, as the case may be, rights to funds withheld by the ceding insurer, measured on a fair market value basis in amounts equal to the fair value of the assets and liabilities assumed under each Novated Contract (the “Reserve Transfer Amount”), (iv) such additional assets owned by the Seller as the Buyer and the Seller may agree to be Transferred from time to time after the Closing Date (the “Additional Assets”), and (v) all of the Seller’s original statistical and sales data, records, papers, documents, books, memoranda, files, and, to the extent owned by the Seller and transferable without the consent of any third party, all of the Seller’s pricing and financial models, electronic databases and files and software, in each case pertaining to the Novated Contracts, and copies of all of the Seller’s original statistical and sales data, records, papers, documents, books, memoranda and files and, to the extent owned by the Seller and transferable without the consent of any third party, all of the Seller’s pricing and financial models, electronic databases and files and software, in each case pertaining to the Renewal Rights (the “Records,” together with the Renewal Rights, the Novated Contracts, the Reserve Transfer Amount and the Additional Assets, the “Assets”), provided, that in the event any such Record is not so owned and transferable, the Seller shall permit those o...

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, convey and deliver to Purchaser, on the Closing Date (as defined in Section 10(a) hereof), and Purchaser hereby agrees to purchase all of the tangible and intangible assets as more particularly described in EXHIBIT A to this Agreement, including, but not limited to, all right, title, and interest in and to all trademarks, web pages, and domain names related to the Software, the rights to the Relata and Resync source code as well as rights to the Stratabase, Relata and Resync names, and all intellectual property comprising such assets (including without limitation, trademarks, copyrights, trade secrets and any patents) throughout the world relating thereto and all rights to exercise any and all such intellectual property rights and bring actions for past, present or future infringement thereof (collectively, the "Assets"). (a) Notwithstanding the foregoing, no other assets of Seller are included within the transaction contemplated by this Agreement, including cash, bank accounts, cash equivalents, equipment and furniture (the "Excluded Assets") and Purchaser shall not have a right to purchase, acquire or use any of the Excluded Assets. Further, the Assets shall not include the Seller's Articles of Continuance, By-laws, qualifications to conduct business, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, loss carry forwards, capital loss carry forwards, seals, minute books, stock ledger, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a Canadian corporation. (b) Purchaser hereby acknowledges that Trevor Newton, its sole of▇▇▇▇▇ ▇▇▇ ▇▇▇▇ctor, is also the Chairman and President of Seller and, consequently, Purchaser is deemed to have, and is deemed to have had prior to the date hereof, adequate and fair access to the Assets and all facilities, books and records relating to the Assets to perform its due diligence with respect to the purchase of the Assets.

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”): (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Patents; (b) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarks; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regardin...

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. At the Closing, each Asset Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from such Asset Seller, free and clear of all Liens (other than Permitted Liens), on the terms and subject to the conditions and exclusions set forth in this Agreement, all (a) Internet domain names of such Asset Seller primarily used or held for use in the Business, (b) the Franchise Agreements, but only to which such Asset Seller is a party and listed on Section 2.14(a) of the Company Disclosure Schedule, (c) the accounts receivable of such Asset Seller arising from such Asset Seller’s Franchise Agreements, (d) all claims, causes of action, rights of recovery, rights of set-off, and warranties of such Asset Seller (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or otherwise) to the extent relating to the Business or any Purchased Assets, and all defenses and rights of offset or counterclaim to the extent relating to the Assumed Liabilities, in each case including all proceeds, monies and recoveries therefrom received after the Effective Time, and (e) all books and records of such Asset Seller to the extent relating to the Business ((a) – (e) collectively, the “Purchased Assets”), including those items set forth on Section 1.2 of the Company Disclosure Schedule. Purchaser shall not purchase, and the Purchased Assets shall not include, any assets, rights or properties of the Asset Sellers other than those set forth in subsections (a) – (e) above (all such assets, rights and properties not being purchased, the “Excluded Assets”).

Sale and Purchase of Assets. (a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties contained herein, at the Closing, for the consideration specified in Section 4.1, the Company will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Company, all of the Company's right, title and interest in and to (i) the Business Intellectual Property, free and clear of any Liens, other than Permitted Liens, (ii) the Transferred Bank Accounts, free and clear of any Liens, other than Permitted Liens, and (iii) all other assets, properties and rights (whether tangible or intangible, real, personal or mixed, fixed, contingent or otherwise, and wherever located) of the Company or otherwise Related to the Business (except for Retained Assets), in each case free and clear of any Liens, other than Permitted Liens, as the same shall exist on the Closing Date, including the following to the extent Related to the Business (unless otherwise provided): (i) all real property Leases set forth on Schedule 2.1(a)(i); (ii) all accounts, loans and notes receivable (whether current or not current), performance and surety bonds and letters of credit or other similar instruments in favor of the Company; (iii) all inventories, including finished products, work-in-process, materials, parts, components, production stock, accessories, supplies and consigned inventory (including all such inventories that are held by third parties); (iv) all machinery, equipment, tooling, vehicles, furniture and fixtures, leasehold improvements, plant and office equipment, test equipment, laboratory equipment and supplies, repair parts, repair stock, tools, computer hardware and software (including all enterprise information systems), engineering and design equipment, computer networking equipment and other tangible personal property, together with any rights, claims and interests arising out of maintenance or service contracts relating thereto or the breach of any express or implied warranty by the manufacturers or sellers of any such assets or any component part thereof; (v) all Contracts, including all rights to receive payment for products sold or services rendered, and to receive goods and services, pursuant to Contracts and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder (whether or not arising or asserted before, on or after the Closing Date); (vi) all credits, advances, pr...

Sale and Purchase of Assets. Seller will sell and transfer or cause to be sold and transfer to Buyer, and Buyer will purchase, free and clear of any and all liabilities, security interests, liens, pledges, encumbrances, liabilities, claims, equities and conditions of any nature and kind whatsoever (other than the liabilities explicitly assumed by Buyer as provided in Section 2 of this Agreement), the following assets relating to the Business (the "Assets"): (a) All Good Accounts Receivable (hereinafter defined) outstanding at the time of Closing (hereinafter defined) as described in Exhibit "B"; (b) all Good Inventory (hereinafter defined) as described in schedule "B"; (c) All rights, title and interest of Seller in any contracts, purchase orders, and agreements described on Exhibit A which are being assigned to Buyer (the "Contracts"); (d) all of the miscellaneous equipment, fixtures, computers, software and furniture described on the schedule of assets attached as Exhibit B hereto; (e) all customer, sales, and credit records relating to the Business; (f) the Non-Competition Agreement of Seller relating to the Business; (g) the common law rights to the trade names "Power Parts Sign Company" and any trademarks or intellectual property rights relating to the Business; (h) all prepaid expenses and deposits relating to the business by Seller with others. Notwithstanding the foregoing enumeration of assets, it is the purpose and intent of Buyer and Seller that Buyer is acquiring and the Seller is selling (and that the term "Assets" includes) any and all other assets, property, rights and interests of Seller relating to the business whether or not above enumerated, described or alluded to, that are used or usable by Seller in the conduct of business, except cash, bank accounts, certificates of deposit, securities and other intangible assets which do not have a direct bearing upon the operation of the Business.

Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, free and clear of all liens, claims and encumbrances, and Buyer shall purchase, accept and acquire from Seller the Assets.

Sale and Purchase of Assets. Subject to all of the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, and deliver to Purchaser, and Purchaser (or its designee) shall purchase and accept delivery from Seller of, (a) the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, and (b) the Personal Property, free and clear of all Encumbrances other than Permitted Encumbrances.