Sale and Transfer of Acquired Assets. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall unconditionally Transfer to Purchaser and/or one or more of Purchaser’s Affiliates or Subsidiaries, as designated by Purchaser, and Purchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, shall purchase, acquire, assume and accept from Seller, to the extent permitted by the Bankruptcy Code, free and clear of all Liabilities (except for any Permitted Liens and Assumed Liabilities), all of Seller’s right, title and interest in and to the Acquired Assets.
Sale and Transfer of Acquired Assets. In consideration of the premises contained herein and for the other good and valuable consideration specified in the Purchase Agreement, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 2.1 of the Purchase Agreement, Transferor hereby sells, transfers, assigns, conveys, grants and delivers to, and vests in, Acquirer and its successors and assigns forever, effective as of 12:01 a.m. (Eastern Standard Time) on , 2005 (the "Effective Time"), all of Transferor's right, title and interest in and to all of the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. TO HAVE AND TO HOLD all of the Acquired Assets unto Acquirer and its successors and assigns forever.
Sale and Transfer of Acquired Assets. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 1.1 of that certain Asset Purchase Agreement, dated as of March 31, 2017 (the "Purchase Agreement"), by and among Xxxxx Xxxxx, Inc., a Nevada corporation("Seller"), and Xxxx X. Xxxxxx and Xxxxx Xxxxx, individuals (collectively "Purchaser"), Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, effective as of the Effective Date, all of Seller's right, title and interest in, to and under all of the Acquired Assets, including but not limited to the assets described on Schedule I attached hereto and incorporated herein by reference.
Sale and Transfer of Acquired Assets. Effective as of the Closing Date, Seller, for good and valuable consideration received, hereby sells, transfers, conveys, assigns and delivers (and shall cause to be sold, transferred, conveyed, assigned and delivered) to Buyer, free and clear of all Encumbrances, all of Seller’s rights, titles and interests in and to all of the Purchased Assets, including without limitation, the GliaMed Technology and the Inventory.
Sale and Transfer of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or in the case of patents, to an Affiliate of the Purchaser), and the Purchaser (or in the case of patents, an Affiliate of the Purchaser) shall purchase and accept from the Seller, all right, title and interest of the Seller in and to all rights, properties and assets of the Seller that are used in the operation of the Business, including, without limitation, those that are listed or described below, wherever located, whether tangible or intangible, but excluding the Retained Assets (collectively, the "Acquired Assets"):
Sale and Transfer of Acquired Assets. At the Closing, the Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser good and marketable title to the Acquired Assets, free and clear of any and all Encumbrances, on the terms and subject to the conditions set forth in this Agreement.
Sale and Transfer of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and NAP shall cause Seller to, sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title and interest of Seller in and to all rights, properties and assets of Seller that are used or held for use in the operation of the Business, wherever located, whether tangible or intangible, including those assets that are listed or described below, but excluding the Retained Assets (collectively, the “Acquired Assets”):
Sale and Transfer of Acquired Assets. Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer, effective as of the date hereof, all of Seller’s right, title and interest in and to all of the Acquired Assets.
Sale and Transfer of Acquired Assets. On the Closing Date, the Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser good and valid title to the Acquired Assets (other than the Intellectual Property Assets), free and clear of any and all Encumbrances, and the IP Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser good and valid title to the Intellectual Property Assets, free and clear of any and all Encumbrances, each on the terms and subject to the conditions set forth in this Agreement.
Sale and Transfer of Acquired Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing Seller will sell, transfer, convey and assign, and will cause the Assigning Affiliates to sell, transfer, convey and assign, to Purchaser (or to Purchaser's Affiliate), and Purchaser (or Purchaser's Affiliate) will purchase and acquire from Seller or the applicable Assigning Affiliate (the "TRANSFER") all of their right, title and interest in the Acquired Assets, free and clear of all liens (including, without limitation, mortgage liens, deeds of trust, judgement liens, mechanics' liens, and liens for Taxes which are due and payable), charges, claims, security interests, pledges, rights of first refusal, restrictions and other encumbrances ("LIENS"), other than the Permitted Encumbrances. Seller and the Assigning Affiliates may effectuate the Transfer of a Property by transferring 100% of the ownership interests in the entity owning a particular Property or Properties, subject to the terms of this Agreement.
