The Transferred Assets Sample Clauses

The Transferred Assets. (a) As of the Closing Date, the New L.L.C. will have good and marketable title to each of the Transferred Assets, subject only to liens and encumbrances of record and other customary liens and encumbrances.
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The Transferred Assets. The Seller has good and marketable title to, or a valid leasehold interest in, the Transferred Assets free and clear of all Liens. Neither Seller nor Parent has incurred any trade payables on or after the Effective Date.
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The Transferred Assets. On the terms and subject to the conditions of this Agreement, and for the consideration set forth in Section 1.5, Semitool shall, at the Closing, sell, transfer and convey to Aviza, free and clear of all liens, all of Semitool’s respective rights, titles and interests in the following assets:
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The Transferred Assets. Except for the Xxxxxx Street Property, the Transferred Assets constitute all of the rights, properties and assets which are necessary for the conduct of the Transferred Businesses. No third party (including any Affiliate) owns or has any interest by lease, license or otherwise in any of the Transferred Assets. The documents of transfer to be executed and delivered by the Seller and the Shareholder at the Closing will be sufficient to convey good and marketable title to the Purchased Assets and the Darobin Share to the Purchaser, free and clear of all Encumbrances, except for the lien of taxes not yet due and payable and encumbrances created by the Purchaser or CDL.
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The Transferred Assets. Except as set forth in the Disclosure Schedule, the Company has good title to all of the Transferred Assets, free and clear of any mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (herein called a "Lien"). The Company has full right and power to, and Parent is causing the Company to deliver to the Purchaser good title to, or in the case of any licensed Intellectual Property Rights, the right to use, all of the Transferred Assets, free and clear of any Lien. The Company and the Parent will take such action as may be necessary to assure that no lien attaches to any of the Transferred Assets temporarily left in the possession of the Company during the Transition Agreement.
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The Transferred Assets 
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Related to The Transferred Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

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