Sale of the Assets Sample Clauses
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Sale of the Assets. On and subject to the terms and conditions of this Agreement, at Closing (as defined in Section 2.1), Company shall sell, assign, transfer and deliver to Buyer, free and clear of all Encumbrances, the following assets, rights, titles and interests, owned or leased by Company as of the Closing Date, whether tangible or intangible and personal, but excluding the Excluded Assets pursuant to Section 1.2 (all of the assets to be sold, assigned, transferred and delivered to Purchaser hereunder are collectively referred to herein as the “Acquired Assets”):
(a) all machinery, equipment, furniture, office and other supplies, computer hardware and equipment, furnishings, parts, and similar property (collectively, the “Equipment”);
(b) Company’s right to payment for any engagement entered into after the Effective Time ;
(c) all Intellectual Property owned by Company, and all of Company’s rights to Intellectual Property used but not owned by Company;
(d) Company’s rights to payment as set forth on Schedule 1.1(d);
(e) Company’s rights to sublease property located at ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, covered by a lease between Equity Partners and D&M Properties;
(f) To the full extent transferable, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises necessary to operate and conduct the business of the Company, together with assignments thereof, if required, and all waivers which Company currently has, if any, of any requirements pertaining to such licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises;
(g) all rights relating to credits, prepaid expenses, deferred charges, advanced payments, security deposits, and prepaid items attributable to periods after the Effective Time; and
(h) all customer lists and other books and records of the Company, and all manuals, books and records used in operating Company, including, without limitation, personnel policies and files and manuals, accounting records, and computer software.
Sale of the Assets. (a) On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets.
(b) The transfer of the Assets to Buyer shall include the transfer of all Asset- Related Property. For purposes of this Agreement, subject to subsection 2.1(c), “Asset-Related Property” shall mean all of Seller’s right, title and interest in and to the following:
Sale of the Assets. On the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer and deliver the Assets to the Buyer, and the Buyer shall purchase the Assets (together with any and all liabilities of the Seller associated with such Assets) from the Seller, for a purchase price equal to Fifty One Million Two Hundred Thousand Dollars ($51,200,000) plus accrued dividend and out-of pocket expenses (collectively, the "Purchase Price").
Sale of the Assets. 2.1 Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest in and to the Assets and all materials and rights pertaining thereto. The list of Assets is attached hereto as Exhibit "A".
2.2 The total purchase price shall be 104 million Common Shares of the Buyer (One Hundred Four Million). Such shares shall carry a restrictive legend and will be issued pursuant to an exemption from registration under the Securities Act of 1933; such shares will be issued subsequent to a 2.2 to 1 reverse split of the Buyer's stock (reducing the number of shares from 13, 180,296 to 5,991,044).
Sale of the Assets. Seller hereby sells to the Company and the Company hereby purchases from the Seller any and all right, title and interest to the Product including, but not limited to, the assets described in Exhibit A, as attached hereto and incorporated by reference herein (the “Assets”).
Sale of the Assets. 10 3. CONSIDERATION..........................................................................................12 4. .........................................................................................................
Sale of the Assets. Subject to the terms and conditions set forth herein, at the Closing (as hereinafter defined) Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's existing assets and business with respect to the Project, including, without limitation, the assets set forth below. Except as otherwise expressly provided in this Agreement, Purchaser agrees that upon the Closing, Purchaser shall assume all liabilities and obligations to which Seller was subject, as of the Closing, in connection with the Related Assets.
Sale of the Assets. (a) Subject to the terms and conditions set forth in this Agreement, Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest in and to the Assets and all materials and rights pertaining thereto listed on Exhibit A.
(b) Subject to the terms and conditions set forth in this Agreement, Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest in and to the name "National Check Network," the acronym "NCN," and any trademarks, service marks, copyrights, and the like, utilized or owned by Seller that are related to such name or acronym, including all licenses and other rights related thereto ("Names").
Sale of the Assets a) Subject to the terms and conditions of this Agreement, on the Closing Date (as such term is defined in Paragraph 3 hereof), Castle shall sell and assign, and AAI shall purchase and acquire, all of Castle's right, title and interest in and to the Assets, without recourse except as expressly provided for in this Agreement.
b) The sale and assignment of the Assets as herein contemplated shall be effected by Castle's delivery to AAI, on the Closing Date, of all original documents in Castle's possession, or under its control, that relate to the Assets, together with such endorsements, assignments and other instruments of transfer and assignment as shall be necessary or appropriate to transfer and assign the Assets to AAI on the Closing Date as contemplated by this Agreement, without warranty or representation except as set forth in this Agreement, all as more fully set forth in Paragraph 7 hereof. Castle agrees to execute such documents and take such further action as may be reasonably required from time to time thereafter to better effect or perfect the sale, assignment and transfer referred to above and to assure to AAI the rights intended to be granted by this Agreement.
Sale of the Assets. At the Closing provided for in Section 2.01:
(a) Seller shall sell the assets set forth on Schedule 1.01(a) (the "Assets," provided however that Assets shall not include the retained assets set forth on Schedule 1.01(a), the "Retained Assets") and Buyer shall purchase the Assets for the purchase price provided in Section 1.02; and
(b) Buyer shall assume and undertake to perform the liabilities and obligations of Seller specifically described on Schedule 1.01(b) hereto (such liabilities and obligations being hereinafter referred to as the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume or be responsible for, and Seller shall retain and remain responsible for, any and all obligations and liabilities of Seller of any nature whatsoever, whether past, current or future, whether accrued, contingent, known or unknown.