The Asset Purchase. The Asset Purchase Agreement shall not have been terminated, and the closing of the purchase and sale of the Service Contracts shall occur simultaneously with the Closing of the transactions contemplated herein.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4), ADI shall purchase and acquire from Artistic, and Artistic shall convey, assign, transfer and sell to ADI, all of Artistic's right, title and interest in and to the Assets described in Annex 1, including the assets listed on the balance sheet of Artistic as set forth on Schedule 1.1 (the "Assumed Balance Sheet Assets"), and including the assets relating to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses as set forth on Schedule 1.1A (the "Joint Assets") to the extent the Joint Assets relate to the P&C Businesses, with such additions, deletions and replacements as may have occurred between the date hereof and the Closing Date (as defined in Section 1.4) in the ordinary course of business consistent with Section 4.1 or as the parties may otherwise agree is necessary to make any corrections thereto (it being understood that the Assets shall not include any assets, properties and other rights relating to the check business of Artistic and those assets, properties and other rights set forth in Schedule 1.1B (the "Excluded Assets")). At the Closing, Artistic shall deliver to ADI such specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to ADI and Artistic and their respective counsel, as shall be reasonably requested by ADI to effectively vest in ADI title to all the Assets. Simultaneously with the delivery of such instruments, Artistic shall transfer to ADI originals of all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data relating to and reasonably necessary for the continued operation of the P&C Businesses.
The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation:
The Asset Purchase. MDK Sports hereby agrees to sell, transfer and assign the Assets to Image Sports free and clear of all liens, charges, encumbrances and securities interests and Image Innovations agrees to purchase the Assets free and clear of all liens, charges, encumbrances and securities interests, each on the terms and subject to the conditions of this Agreement.
The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall cause the Asset Sellers to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all Right, title and interest of the Asset Sellers in, to and under the Acquired Assets together with all Rights attaching thereto.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined) provided herein, Sub shall purchase from Company and Company shall sell to Sub, all of Company's right, title and interest in and to all of the assets of the Company, including the Drilling Rigs, Equipment, Accounts Receivable and Other Assets, but excluding cash and cash equivalents.
The Asset Purchase. Subject to the other terms and conditions of this Agreement and the Asset Purchase Agreement (as defined below), the Asset Purchase may be consummated under the following circumstances:
The Asset Purchase. Subject to and upon the terms and conditions set forth in this Agreement, the Seller will sell, transfer, convey, assign and deliver the Seller's Offered Assets to the Buyer for the Purchase Price (as defined in Section 2.1 below) and the Buyer agrees to purchase the Seller's Offered Assets from the Seller, all effective as of 12:01 a.m. on the Closing Date (as defined in Section 1.2 below) (the "Effective Time").
The Asset Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), the Company will sell, transfer, assign, convey and deliver to Acquisition Sub, and Acquisition Sub will purchase, all right, title and interest of the Company in and to all of the assets of the Company constituting or used in the Business (other than the Excluded Assets, as defined in Section 1.2). The assets purchased hereunder specifically include the following assets, to the extent the Company is capable of transferring such assets without first obtaining the consent of a third party; PROVIDED, THAT, in the event any such third party consent is required with respect to any assets constituting or used in the Business, including the following assets to the extent such third party consent to the transfer has been previously obtained (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "ASSETS"):
The Asset Purchase. At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, convey, assign and transfer to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title and interest as of the Closing Date in and to the following assets, in each case free and clear of any Liens, other than Permitted Liens (collectively, the “Assets”):
