Sale and Transfer of Assets Clause Samples

Sale and Transfer of Assets. In consideration of Buyer's partial payment to Seller of the Purchase Price set forth in this Agreement, the receipt of the first installment of which is hereby acknowledged by Seller, Buyer shall be allowed the beneficial use of the Acquired Assets and the Assumed Contracts; provided however, that title shall not pass until Buyer makes full and final payment to Seller under this Agreement. Buyer agrees to execute, and to cause its parent to execute a Promissory Note in favor of Seller with respect to the second and third installments to be made under this Agreement. Buyer agrees to execute UCC-1 Financing Statements with respect to the Acquired Assets. After full and final payment is made, the parties will execute a Bill ▇▇ Sale in the form of Exhibit D, and the Acquired Assets and Assumed Contracts will be transferred AS IS, WHERE IS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE SET FORTH IN THIS PURCHASE AGREEMENT. Possession of the Acquired Assets will be delivered as is, where is to Buyer immediately upon closing. Seller does not transfer any right, title or interest in any asset or property except as expressly provided in this Agreement. Buyer shall maintain casualty insurance sufficient to cover the Acquired Assets and Seller shall be named as an additional insured on Buyer's policy.

Sale and Transfer of Assets. In reliance on the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the assets, tangible and intangible, used or to be used in the Aviation Business, but expressly excluding the Excluded Assets (as defined in Section 1(b)), and including without limitation, the following (collectively, the “Assets”), free and clear of all Encumbrances: (i) all assets of the Aviation Business as reflected on Schedule B attached hereto including, but not limited to, inventory, tools, equipment, vehicles, furniture and fixtures; (ii) the right, title and interest of Aviation under the Master Lease, including leasehold improvements located on the real property leased by Seller under the Master Lease (the “Real Property”); (iii) the right, title and interest of Aviation under the customer contracts and contract rights of all kind (including, without limitation, rental contracts, hanger leases, customer service contracts, tie down agreements, capital leases for equipment, furniture, trucks and other property used in or necessary for the operation of the Aviation Business as currently conducted) listed on Schedule B attached hereto, to the extent assumable and/or assignable, which Buyer has elected to assume by written notice to Seller within five (5) business days of the date of this Agreement, which Buyer may extend for an additional five (5) day period, together with all deposits and prepaid amounts under such contracts, agreements and arrangements (collectively “Assumed Aviation Contracts”); (iv) the name “Ronson Aviation” and all other intellectual property rights and other intangible personal property owned or leased by Aviation that is used in or necessary for the conduct of the Aviation Business as currently conducted;

Sale and Transfer of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall (and, where applicable, shall cause the other members of the Seller Group to) sell, transfer, assign, convey and deliver to the Buyer Group, and Buyer shall (and, where applicable, shall cause the other members of the Buyer Group to) purchase, acquire and accept from the Seller Group, all of the Seller Group’s right, title and interest in, to and under all the following, except for the Excluded Assets (collectively, the “Acquired Assets”), free and clear of all Liens: (a) all Inventory of the Business as of the Closing (the “Business Inventory”); (b) all rights of the Seller Group under the lease of the Business Leasehold Property set forth on Schedule 1.1(b) (“Transferred Lease Agreement”); (c) all rights the Seller Group under all Transferred Contracts; (d) all rights of the Seller Group under all Governmental Authorizations and all pending applications therefor or renewals thereof related to the Business and set forth on Schedule 1.1(d) (the “Business Governmental Authorizations”); (e) all Transferred Technology; (f) all Transferred Intellectual Property Rights; (g) all other intangible rights and property, including going concern value and goodwill, of the Business; (h) copies of the Books and Records; (i) all claims, demands, deposits, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment with respect to the Acquired Assets and the Assumed Liabilities (but not with respect to the Excluded Assets or any Excluded Liabilities) including, without limitation, all (x) rights under or pursuant to all warranties, rights to indemnities and guarantees made by third parties in connection with the Acquired Assets; (y) proceeds from insurance policies that relate to the Acquired Assets or the Assumed Liabilities; and (z) claims for infringement of the Transferred Intellectual Property Rights against third parties whether arising prior to, on or after the Closing Date; (j) all prepaid charges, expenses, and fees (“Prepaid Assets”) with respect to any Acquired Assets or obligations of the Business included in the Assumed Liabilities (but not with respect to any Excluded Liabilities); and (k) all assets set forth on Schedule 1.1(k); and (l) all other Tangible Property of the Business set forth on Schedule 1.1(l) (the “Business Tangible Property”).

Sale and Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall unconditionally sell, convey, assign, transfer and deliver to Purchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, and Purchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, shall purchase, acquire and accept from Seller, free and clear of all Liens, Claims and interests (except for Permitted Liens and Assumed Liabilities), all of Seller's right, title and interest in and to the Assets, properties, rights, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located which are used in or are related to the Business, other than the Retained Assets (collectively, the "Acquired Assets"), including, without limitation: (a) all Intellectual Property; (b) all rights of Seller in and to all supply agreements, License Agreements, services agreements, advisory agreements, promotional agreements, confidentiality agreements (under which Seller or any Subsidiary of Seller has provided information to or received information from a Third Party), all purchase orders for the sale or purchase of goods or services, or both, and all other contracts and other agreements of whatever nature to which Seller is a party (collectively, the "Contracts"); (c) all rights of Seller in and to leases with respect to the Real Property; (d) all books, files, data, customer and supplier lists, Customer Information, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, personnel records and all other records of Seller; (e) all personal computers, computer hardware and Software of Seller; (f) all inventory, supplies, finished goods, works in process, goods-in-transit, packaging materials and other consumables of Seller (the "Inventory"), including Inventory (A) in transit from suppliers of the Business or (B) held by suppliers of the Business; (g) all Permits of Seller; (h) all machinery, vehicles, tools, equipment, furnishings, office equipment, fixtures, furniture, spare parts and other fixed Assets which are used in the Business, and which are owned or leased by Seller on the Closing Date; (i) all advertising or promotional materials of Seller; (j) all manufacturer's warranties to the extent related to the Assets and all claims unde...

Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

Sale and Transfer of Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer to Buyer, and Buyer shall purchase and acquire and accept assignment from Seller, free and clear of all Encumbrances (as defined in Section 2.2(b)), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by the Seller (including indirect and other forms of beneficial ownership) as of the Closing Date, in each case to the extent used or held for use in connection with the Business, other than the Excluded Assets (as defined in Section 1.1(b)) (collectively, the “Acquired Assets”, and, other than the Transferred Subsidiaries, the “Non-Stock Assets”). Without limiting the foregoing, the Acquired Assets shall include the following, except to the extent that any of the following constitutes an Excluded Asset and except to the extent set forth in Section 1.4: (i) All equipment and other tangible personal property, including, without limitation, computers and other electronic equipment, identified on Schedule 1.1(a)(i) (collectively, the “Equipment”) and all warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment to the extent transferable; (ii) All customer lists and vendor lists, together with all books and records, including all corporate record books of any Transferred Subsidiaries, all ledgers, correspondence, lists, studies and reports and other printed materials, including, without limitation, all lists and records pertaining to customers, personnel, agents, vendors, distributors and pricing, sales and promotional literature, purchase and sale records, quality control records, research and development files, files and data, company manuals and other Business related documents and materials, whether written, electronic or otherwise, and all telephone and facsimile numbers and internet access (including e-mail) accounts, in each case relating to, used or held for use in connection with the Business (collectively, the “Records”); (iii) Subject to Section 1.4, all contracts, leases, licenses, maintenance and service agreements, purchase commitments and other agreements identified on Schedule 1.1(a)(iii) attached hereto (collectively, the “Assigned Contracts”); (iv) Subject to Section 1.4, all rights relating t...

Sale and Transfer of Assets. As contemplated by Section 2.01 of the Purchase Agreement, Sellers hereby sell, transfer, assign, convey, grant and deliver to Purchaser and its successors and assigns, effective as of the Closing all of the Sellers’ right, title and interest in and to all of the Assets and Business.

Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all its assets, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) including: (a) software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further described on Exhibit A hereto; (b) all prepaid amounts received for work to be performed by Seller on or after the Closing Date; (c) all Intellectual Property rights associated with the foregoing. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service ▇▇▇▇ registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or asset...

Sale and Transfer of Assets. At the Closing, Seller will sell, assign, transfer and deliver to Buyer the following: