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 Acquired Assets. Seller agrees, at any time and from time to time after the Closing Date, upon the request of Purchaser, to do, execute, acknowledge and deliver, or to cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required for the better assigning, transferring, conveying, and confirming to Purchaser, or to its successors and assigns, or for the aiding, assisting, collecting and reducing to possession of, any or all of the Acquired Assets as provided herein.
Transfer of Acquired Assets. At the Closing, and upon the terms and conditions herein set forth, Sellers shall sell to Buyer, and Buyer shall acquire from Sellers, all right, title and interest of Sellers in, to and under the Acquired Assets, free and clear of all Liens other than Permitted Liens. "ACQUIRED ASSETS" shall mean all of the properties, assets and rights of Sellers, wherever located, whether real or personal, tangible or intangible, existing or hereafter acquired and whether or not reflected on the books or financial statements of Sellers, excluding only the Excluded Assets, including, without limitation:
Transfer of Acquired Assets. At the Closing, and upon the terms and conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all right, title and interest of Seller in, to and under the Acquired Assets, free and clear of all Liens, Claims and interests including pursuant to section 363(f) of the Bankruptcy Code. “Acquired Assets” shall mean the following assets of Seller used in connection with its business at the Supermarkets, but excluding the Excluded Assets:
Transfer of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 2.1 hereof) Sellers will sell, assign, convey or cause to be conveyed, transfer and deliver to Buyer, and Buyer will purchase and accept from Sellers, all of the assets and properties of Sellers, tangible or intangible, of every kind and description, used by Sellers that relate primarily to the business and operation of the Publications as a going concern (all such assets being referred to herein as the “Sellers’ Assets”), but excluding the Excluded Assets described in Section 1.2 below. In addition, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers will sell, assign, convey or cause to be conveyed, transferred and delivered to Buyer, and Buyer will purchase and accept from Sellers, the Publications’ “Mastheads” which consist of the mastheads, trademarks, trade dress, trade names, service marks, registrations, domain names, and other property rights relating thereto and all goodwill associated therewith. The Sellers’ Assets along with the Mastheads are hereinafter collectively referred to as the “Acquired Assets.” The Acquired Assets include, without limitation, the following:
Transfer of Acquired Assets. The Company does hereby convey to the Promoter all of its right, title and interest in and to the those Acquired Assets still owned by the Company, which assets are listed in the APA.
Transfer of Acquired Assets. Upon the terms and subject to the conditions contained herein, at the Closing, the Seller Parties will sell, convey, transfer, assign and deliver to Purchaser or such Affiliate of Purchaser as Purchaser will designate in accordance with Section 11.8 hereof, and Purchaser or such Affiliate shall purchase and acquire from the Seller Parties, the Acquired Assets free and clear of all Liens except Permitted Liens.
Transfer of Acquired Assets. Sellers hereby sell, convey, transfer and assign to Buyer, its successors and assigns all of Sellers’ right, title and interest in, to and under the Acquired Assets, to have and to hold forever, together with all rights and privileges thereto.
Transfer of Acquired Assets. Pursuant to the terms and subject to the conditions of this Agreement, in exchange for the consideration set forth in Section 2.2 below, at the Closing, Seller shall sell, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Acquired Assets.
Transfer of Acquired Assets. On the terms and subject to the conditions hereinafter set forth, Revogenex hereby assigns, transfers and conveys to Coronado, effective as of the Closing, the Acquired Assets (as defined below) in exchange for the assumption by Coronado of the Assumed Liabilities (collectively, the “Transaction”). For purposes of this Agreement, “Acquired Assets” shall mean Revogenex’s right, title and interest in and to the following properties, assets and rights, subject to any limitations, restrictions, or conditions imposed under the Assumed Contracts, the Assumed Liabilities or this Agreement:
