The Sale Sample Clauses

The Sale. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, and deliver to Buyer, free and clear of all Encumbrances (except for Permitted Encumbrances), and Buyer will purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, described below, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”): (a) the Purchased Transmission Assets; (b) the inventory of Seller identified in Schedule 2.1(b); (c) the Documents; (d) the machinery, equipment, vehicles, furniture, and other tangible personal property listed on Schedule 2.1(d); (e) to the extent commercially practicable, only that portion of each Purchased Agreement that relates to Transmission, and otherwise, the Purchased Agreements; (f) the Permits listed on Schedule 5.12(a), and all other Permits primarily used by Seller in the ownership and operation of the Purchased Assets (the “Transferable Permits”); (g) the Environmental Permits listed on Schedule 5.9(a)-2 and all other Environmental Permits primarily used by Seller in the ownership and operation of the Purchased Assets (the “Transferable Environmental Permits”); (h) Claims and defenses of Seller to the extent such Claims or defenses arise primarily with respect to the Assumed Obligations or the Purchased Assets, provided that any such Claims and defenses will be assigned to Buyer without warranty or recourse, other than pursuant to the representations and warranties contained in this Agreement; (i) any assets acquired by Seller pursuant to Section 7.4(d) for inclusion in the Purchased Assets; (j) the software set forth on Schedule 2.1(j); (k) all warranties pertaining to the Purchased Assets and set forth in Schedule 2.1(k); (l) the Shared Easement Rights; and (m) all assets to be transferred by, or on behalf of, Seller and its Affiliates to, or on behalf of, Buyer or its Affiliates in accordance with Article VIII.

The Sale. 11.1 We will conduct the Sale in accordance with our Notice to Bidders and will sell the Lot on your behalf on the terms of the Contract for Sale subject to any alteration by us made at our discretion by notices, inserts and announcements. We will exercise such discretion reasonably as between you and us. 11.2 Neither you nor any person on your behalf (other than the Auctioneer) may bid for the Lot, whether a Reserve has been placed or not. If any such bid is nonetheless made, the Auctioneer may knock the Lot down to you without observing any Reserve and you will pay to us the Buyer’s Premium in addition to the Commission and Expenses.

The Sale. Upon the terms and subject to the conditions set forth in this Agreement, Championship and CART each agree, with respect to the items that they are agreeing to sell, transfer, assign convey and deliver hereunder, to sell, transfer, assign, convey and deliver to Sub, Sub agrees to purchase, and Parent agrees to cause Sub to purchase, from the respective Seller, on and as of the Closing Date, certain of such Seller's assets as set forth below (the "Acquired Assets"): (a) All machinery, equipment, inventory, goods, computer and other office equipment, tools, motor vehicles, parts, accessories, furniture, leasehold improvements (including fixtures that CART has the right to convey) and all other tangible personal property, other than Excluded Assets, owned or leased by CART as of the date of this Agreement including without limitation the items set forth in Schedule 2.02 (a) (collectively the "Acquired Personal Property"); (b) All rights of a Seller under the contracts, commitments or other arrangements set forth in Schedule 2.02(b) and any leases with respect to the Acquired Personal Property (collectively, the "Assumed Contracts"); (c) All prepaid expenses or other prepayments, security or other deposits and other security related to any Assumed Contract, including insurance proceeds with respect to loss or damage to Acquired Assets; (d) All interests of the Sellers in Seller Proprietary Rights including the interests set forth in Schedule 2.02(d), together with all associated goodwill; (e) To the extent transferable, all rights of CART, and of Championship to the extent Championship has any such rights which are necessary or useful to the business of CART, under any franchises, memberships, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights including without limitation the memberships of the Sellers in the Automobile Competition Committee for the United States, FIA, Inc. (ACCUS) and Federation Internationale de l'Automobile (FIA); (i) All accounts receivable of the Sellers (A) accruing after the date hereof other than those relating exclusively to the 2003 CART racing season and (B) relating exclusively to the 2004 CART racing season or later season and (ii) the Note dated June 10, 2003, made by Sports Car Racing Association of Monterey Peninsula in favor of CART; (g) All books, records, files and papers of CART, and of Championship to the extent Championship has any books, records, files or papers, necessary or...

The Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall transfer, convey, assign and deliver to Acquisition Sub, and Acquisition Sub shall purchase and acquire from Sellers, all of Sellers’ right, title and interest in and to the Transferred Interests (the “Sale”).

The Sale. On the basis of the representations, warranties and undertakings set forth in this Agreement, and on the terms and subject to the conditions set forth in this Agreement and in the Escrow Closing Agreement, on the date hereof each Seller severally, and not jointly and severally with any other Seller, agrees to sell to the Purchasers, free and clear of all Liens (other than liens described in clause (v) of the definition of Permitted Liens), and the Purchasers agree to purchase and pay for, the Purchased Interests set forth opposite such Seller's name on Schedule I hereto.

The Sale. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), NPS will issue and sell to each Purchaser, and each Purchaser will purchase and acquire from NPS, the number of shares of Preferred Stock set forth on such Purchaser’s signature page to this Agreement (the “Sale”).

The Sale. (a) (i) Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined below), the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller's right, title and interest in and to the Seller Assets (as defined below), as the same may exist on the Closing Date. As used in this Agreement, the term "Seller Assets" means all of the Seller's assets (other than Excluded Assets) (defined below)), including:

The Sale. (a) On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens (as such term is defined with respect to any date after the Closing), all of Seller's right, title and interest in, to and under the PSE Colstrip Interests and the Assets and Properties used or held for use principally in connection with the operation of the Colstrip Facilities, except as otherwise provided in Section 1.01(b), as the same shall exist as of the Closing including, but not limited to the following (collectively with any proceeds and awards referred to in Section 1.09, the "Assets"):

The Sale. The Parties agree that the prices of the product will be set by the Principal, that the Principal will obtain and provide the marketing materials (if any) for the Agent to use and to obtain sales, and the Principal will provide a Sales Agreement to the Agent for the Agent to use in the sale of the product, this could be via an online portal, an App or a manual application form.