Sale and Transfer of Assets and Contract Rights Sample Clauses

Sale and Transfer of Assets and Contract Rights. For good and valuable consideration the receipt and adequacy and legal sufficiency of which are hereby acknowledged, Customer hereby sells, transfers, assigns, conveys, grants and delivers to ACS effective as of the Service Commencement Date all of Customer’s right, title, and interest in and to those assets set forth on Exhibit A hereto (the “Customer Transferred Assets”).
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Sale and Transfer of Assets and Contract Rights. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section of that certain Asset Purchase Agreement dated as of , 20 (the “Purchase Agreement”), to which , a _ corporation (the “Seller”), and , a corporation (the “Buyer”), are parties, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer, effective as of : _ .m. ( time) on , 20 (the “Effective Time”), all of Seller’s right, title and interest in and to all of the assets (the “Assets”) and contract rights (“Rights”) described on Schedule A hereto (collectively, the Assets and the Rights being referred to as the “Transferred Items”).
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Sale and Transfer of Assets and Contract Rights. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section ______ of that certain Asset Purchase Agreement dated as of ____________, 20____ (the “Purchase Agreement”), to which _______________, a ______ corporation (the “Seller”), and _______________, a ______ corporation (the “Buyer”), are parties, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer, effective as of ______:______ ______.m. (______ time) on ___________, 20___ (the “Effective Time”), all of Seller’s right, title and interest in and to all of the assets (the “Assets”) and contract rights (“Rights”) described on Schedule A hereto (collectively, the Assets and the Rights being referred to as the “Transferred Items”).
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Sale and Transfer of Assets and Contract Rights. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by that certain Asset Purchase Agreement dated as of January 30, 2014 (the “Purchase Agreement”) by and between Purchaser and Seller, Seller SELLS, TRANSFERS, ASSIGNS, CONVEYS, GRANTS AND DELIVERS to Purchaser, free and clear of all encumbrances, except Assumed Liabilities, effective as of the Effective Time, all of Seller's right, title and interest in, to and under the Purchased Assets (as that term is defined in the Purchase Agreement).
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Sale and Transfer of Assets and Contract Rights. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by the Asset Purchase Agreement dated as of November 24, 2003 (the “Asset Purchase Agreement”) among Ergo Research (Nevada) Corp. (“Seller”), Ergo Science Corporation (“Ergo Science”), and PLIVA D.D. (“PLIVA”), Seller hereby sells, transfers, assigns, conveys, grants and delivers to PLIVA all of Seller’s right, title and interest in and to all of the assets (the “Assets”) and contract rights (“Rights”) described on Schedule A hereto (collectively, the Assets and the Rights being referred to as the “Transferred Assets”); provided that, subject to any right of PLIVA to defend such claim pursuant to Section 7.4 of the Asset Purchase Agreement, Seller and its affiliates shall retain the right to defend themselves if any claim is brought against them under the LSU Agreement.
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Sale and Transfer of Assets and Contract Rights. Effective as of 12:01 a.m. C.S.T. on December 1, 2002 (the "Effective Time"), Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer, all of Seller's right, title and interest in and to all of the assets (the "Assets") and contract rights ("Rights") described on Schedule A hereto (collectively, the Assets and the Rights being referred to as the "Transferred Items"). The Transferred Items do not include Excluded Assets. Further, Buyer acknowledges that, except as provided in the Purchase Agreement, Seller makes no representations or warranties as to the Transferred Items and, subject to any express representation or warranty made by any third-party that is being transferred in connection with the transactions contemplated by the Purchase Agreement, all of the Transferred Items are being conveyed on an “as is-where is” basis.
Sample 1
Sale and Transfer of Assets and Contract Rights. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by that certain Agreement to Purchase, Sale and Lease Agreement dated as of February 16, 2007 (the “Purchase Agreement”), to which First National Bank of the South, a national banking organization, (the “Seller”), and First National Holdings, LLC, a South Carolina limited liability company (the “Purchaser”), are parties, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Purchaser, effective as of : .m. ( time) on February 16, 2007 (the “Effective Time”), all of Seller’s right, title and interest in and to all of the personal property describe in the attached Schedule of Personal Properly (the “Personal Property”) used in connection with the Land described on Exhibit “A” attached hereto and incorporated herein by reference,
Sample 1
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Related to Sale and Transfer of Assets and Contract Rights

  • 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 (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

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