Common use of Sale and Purchase of Specified Assets Clause in Contracts

Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (a) Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Specified Assets, free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Providence Service Corp)

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Sale and Purchase of Specified Assets. Subject On the Closing Date, and subject to the other terms and conditions of this Agreement, at the Closing, (a) Seller Selling Companies shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Sellerpurchase, all right, title title, and interest in and to all of the Specified Assets, free and clear of any and all Encumbrances, and (b) Seller the Selling Companies shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Checkfree Corp \Ga\)

Sale and Purchase of Specified Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, (a) Closing Seller shall sell, transfer, assign will sell and convey transfer to BuyerPurchaser, and Buyer shall Purchaser will purchase and receive from Seller, all rightof the following, title and interest in and to as they exist at the Closing Date (the “Specified Assets, free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hemagen Diagnostics Inc)

Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (ai) Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Specified Assets, in each case free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified LiabilitiesLiabilities of Seller and (ii) Seller shall cause Teddy New York to transfer, assign and convey to Buyer all right, title and interest in and to the Affiliate Specified Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Knoll Inc)

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Sale and Purchase of Specified Assets. Subject to the terms and conditions of this Agreement, at the Closing, (a) the Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Specified Assets, free and clear of any and all Encumbrances, and (b) the Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Providence Service Corp)

Sale and Purchase of Specified Assets. Subject to On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, (a) Seller shall will sell, convey, transfer, assign and convey deliver to Buyer, Purchaser (or its designated Affiliate) and Buyer shall Purchaser (or its designated Affiliate) will purchase from Seller, free and clear of all Liens except for Permitted Liens, all right, title and interest of Seller as of the Closing in and to all of the following assets, tangible or intangible, subject to Section 1.2 (the “Specified Assets, free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Chimerix Inc)

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