Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities), and Buyer will acquire from Seller, the Assets.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Humana Trans Services Holding Corp), Asset Purchase Agreement (Amazing Nutritionals Inc), Asset Purchase Agreement (Advanced Plant Pharmaceuticals Inc)

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Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Nextera Enterprises Inc), Asset Purchase Agreement (Protein Databases Inc /De/), Asset Purchase Agreement (Bio Rad Laboratories Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Tessera Technologies Inc), Asset Purchase Agreement (POSITIVEID Corp), Asset Purchase Agreement (Ciphergen Biosystems Inc)

Transfer of Assets. Upon the terms and subject to the conditions ------------------ contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Whittaker Corp), Asset Purchase Agreement (Whittaker Corp)

Transfer of Assets. Upon the terms and subject to the ------------------ conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyers, and Buyer Buyers will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances securing Assumed Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allscripts Inc /Il), Asset Purchase Agreement (Allscripts Inc /Il)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NTN Buzztime Inc), Asset Purchase Agreement (Eco Soil Systems Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Purchased Assets, free and clear of all Encumbrances.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seracare Life Sciences Inc), Asset Purchase Agreement (Boston Biomedica Inc)

Transfer of Assets. Upon the terms and subject to the conditions ------------------ contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rental Service Corp), Asset Purchase Agreement (Rental Service Corp)

Transfer of Assets. Upon the terms and subject to the conditions ------------------ contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allscripts Inc /Il)

Transfer of Assets. Upon On the terms and subject to the conditions contained hereinherein set forth, at the Closing, Seller will shall sell, conveyassign, transfer, assign and deliver convey to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets.Buyer

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Broadcasting Corporation)

Transfer of Assets. Upon the terms and subject to the conditions ----------- contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fays Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the AssetsAssets listed in the Asset Listing attached hereto in Exhibit 2.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nupo Innovations Inc)

Transfer of Assets. Upon Subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller will shall sell, conveyassign, grant, transfer, assign convey and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire shall purchase and accept from Seller, all of Seller’s right, title and interest, as of the Closing, in and to the Asset (collectively, the “Transferred Assets.”), which shall not include any Excluded Asset:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sharps Technology Inc.)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the AssetsOwned Equipment and the Inventory free and clear of all Encumbrances.

Appears in 1 contract

Samples: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will purchase and acquire from Seller, the Assets, free and clear of all Encumbrances other than the Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances, in exchange for Buyer's payment to Seller of the Purchase Price provided below.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller Sellers will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from SellerSellers, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Notwithstanding anything to the contrary contained herein, in no event is Buyer acquiring, nor are Sellers selling or transferring, any of the Excluded Assets.

Appears in 1 contract

Samples: Purchase Agreement (Coram Healthcare Corp)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller and its Subsidiaries will sell, conveytransfer and assign to Buyer, transferand Buyer will purchase and acquire from Seller and its Subsidiaries, assign all of the right, title and deliver interest of Seller and its Subsidiaries in and to Buyer the Assets, free and clear of any Encumbrance (other than Assumed Liabilities), and Buyer will acquire from Seller, the Assetsall Encumbrances.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Silicon Laboratories Inc)

Transfer of Assets. Upon At the Closing, and upon the terms and subject to the conditions contained hereinherein set forth, at the Closing, Seller Sellers will sell, conveyassign, transfer, assign and deliver convey to Buyer free and clear of any Encumbrance Purchaser the Assets (other than Assumed Liabilitiesbut not the Excluded Assets), and Buyer will acquire from Seller, the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNL Healthcare Properties, Inc.)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will shall sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Purchaser, and Buyer will Purchaser shall acquire from Seller, the AssetsAssets (including, without limitation, those assets of Seller listed on Exhibit E hereto), free and clear of all Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vdi Media)

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Transfer of Assets. Upon the terms and subject to the conditions and provisions contained herein, at the Closing, Seller will shall sell, convey, transfer, assign and deliver to Buyer free and clear (or to one or more Affiliates of any Encumbrance (other than Assumed LiabilitiesBuyer designated by Buyer), and Buyer will Buyer, or such designated Affiliates, shall acquire and accept from Seller, the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atomic Paintball Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, the Seller will sell, convey, shall transfer, convey and assign to the Buyer, and deliver the Buyer shall purchase and acquire from the Seller, all the assets, properties, rights and claims of the Seller, of every kind and description, wherever located, related to Buyer free and clear of any Encumbrance or arising from the Business (other than Assumed Liabilitiesthe “Purchased Assets”), and Buyer will acquire from Sellerincluding without implied limitation, the Assets.following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Patrick Industries Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at At the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integra Lifesciences Holdings Corp)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the ClosingClosing Date, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rose Hills Co)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the At Closing, Seller will shall sell, conveyassign, transfer, assign convey and deliver to Buyer the Purchased Assets, free and clear of all liabilities, obligations, liens, security interests and encumbrances of any Encumbrance (other than Assumed Liabilities)kind, and except those liabilities expressly assumed by Buyer will acquire from Seller, the Assetsherein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ballantyne of Omaha Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Notwithstanding anything to the contrary contained herein, in no event is Buyer acquiring, nor is Seller selling or transferring, any of the Excluded Assets.

Appears in 1 contract

Samples: Agreement (Integrated Health Services Inc)

Transfer of Assets. Upon the terms and subject to the conditions contained hereinin this Agreement, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will purchase and acquire from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (United Natural Foods Inc)

Transfer of Assets. Upon At the Closing, subject to the terms and subject to the conditions contained set forth herein, at the Closing, Seller will sell, convey, transfer, assign and deliver transfer to Buyer Purchaser and Purchaser shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement, all of Seller's right, title and interest, as of the Effective Time, in and to the Assets free and clear of any Encumbrance (other than Assumed Liabilities), all liens and Buyer will acquire from Seller, the Assetsencumbrances.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (First Ipswich Bancorp /Ma)

Transfer of Assets. Upon the terms and subject to the conditions ------------------ contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver (or cause to Buyer free be sold, assigned, granted, transferred and clear of any Encumbrance (other than Assumed Liabilities)delivered) to Buyer, and Buyer will acquire from Seller, the Assets, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Data Critical Corp)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at on the ClosingClosing Date, Seller will hereby agrees to sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Acquiror, and Buyer will Acquiror hereby agrees to purchase, acquire and accept from Seller, the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Equity Marketing Inc)

Transfer of Assets. Upon the terms and subject to the conditions ------------------ contained herein, at the Closing, Seller Sellers will sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will acquire from SellerSellers, the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rental Service Corp)

Transfer of Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will shall sell, convey, transfer, assign and deliver to Buyer free and clear of any Encumbrance (other than Assumed Liabilities)Buyer, and Buyer will shall acquire from Seller, the Assets.

Appears in 1 contract

Samples: Confidential Treatment (Cygnus Inc /De/)

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