Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. Subject to the terms and conditions of this Agreement, on and as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as described in Section 3.01 through Section 3.10 of this Article III.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Sobieski Bancorp Inc), Purchase and Assumption Agreement (MFB Corp)

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Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 hereof), in and to all of this Article III.the assets set forth below (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Henley Healthcare Inc), Asset Purchase Agreement (Rehabilicare Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the "Closing" (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the "Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets " (as described defined in Section 3.01 through Section 3.10 hereof), in and to the following assets of this Article III.Seller, all of which are primarily related to or used in conjunction with the Business or the XxXxxxx Facility (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Seneca Foods Corp /Ny/), Asset Purchase Agreement (Seneca Foods Corp /Ny/)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 hereof), in and to the following assets of this Article III.Seller (collectively, the "Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Enstar Inc), Asset Purchase Agreement (Vicom Inc)

Transfer of Assets. Subject to On the terms and conditions of set forth in this Agreement, on and Seller shall, at the applicable Closing (as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as described defined in Section 3.01 through Section 3.10 hereof), sell, transfer and assign to Buyer, free and clear of this Article III.all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of right, title and interest in and to certain of the assets of the Business, as listed on Schedule 1.01 (the “Assets”), including:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Escalon Medical Corp), Asset Purchase Agreement (Vascular Solutions Inc)

Transfer of Assets. Subject to On the terms and conditions of set forth in this Agreement, on and Seller shall, at the applicable Closing (as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as described defined in Section 3.01 through Section 3.10 hereof), sell, transfer and assign to Buyer, free and clear of this Article III.all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of right, title and interest in and to substantially all of the assets of the Business (the “Assets”), including:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, in and to all of the assets used in the Business and not used primarily by other divisions or businesses of Seller shall assign(collectively, transferexcept for the Excluded Assets set forth in SECTION 2.02 hereof, convey and deliver to Buyer the Assets as described in Section 3.01 through Section 3.10 of this Article III."Purchased Assets"), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (United Industrial Corp /De/)

Transfer of Assets. Subject to On the terms and conditions of set forth in this Agreement, on and Seller shall, at the applicable Closing (as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as described defined in Section 3.01 through Section 3.10 hereof), sell, transfer and assign to Buyer, free and clear of this Article III.all liens and encumbrances, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the following assets except to the extent such assets constitute Excluded Assets (collectively, the “Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

Transfer of Assets. Subject to the terms and conditions of set forth in this Agreement, on and as of at the Closing DateClosing, Seller shall sell, assign, transfertransfer and convey to Buyer, convey and deliver to Buyer shall purchase, all of Seller's right, title and interest in the Assets as described in Section 3.01 through Section 3.10 of this Article III.following assets (the "STATION ASSETS"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing, sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, as of the Closing Date, the following assets of Seller shall assigndirectly related to, transferor necessarily used in conjunction with, convey and deliver to Buyer the Assets as described Facility (collectively, except for the excluded assets set forth in Section 3.01 through Section 3.10 of this Article III.2.2 hereof, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (JLM Industries Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through hereof), in and to all of the assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth in Section 3.10 of this Article III.1.02 hereof, the "Assets"), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (White Cap Holdings Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyers, and Buyers shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through hereof), in and to all of the assets of Seller related to, or used in conjunction with, the Business (collectively, except for the excluded assets set forth in Section 3.10 of this Article III.1.02 hereof, the "Assets"), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Dauphin Technology Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 hereof), in and to the following assets of this Article III.Seller related to, or used in conjunction with, the Business (collectively, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pemstar Inc)

Transfer of Assets. Subject to the terms and conditions of this Agreement, on Seller shall sell, assign, grant, transfer, and deliver (or cause to be sold, assigned, granted, transferred and delivered) to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and accept from Seller effective as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 3.1 below) the following assets, properties and business of this Article III.Seller as the same shall exist on the Closing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Visioneer Inc)

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Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Sellers shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Sellers, all of Seller’s right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 hereof), in and to all of the assets of Sellers that are directly related to the Business and that are identified in this Article IIII and as set forth on Schedule 1 to this Agreement (collectively, the “Assets”).

Appears in 1 contract

Samples: Asset Purchase Agreement

Transfer of Assets. Subject Pursuant to the terms and conditions of this Agreement, on and as of at the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets (as described defined in Section 3.01 through Section 3.10 of this Article III.Agreement) Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the following properties, assets and rights of Seller (collectively, except for the excluded assets set forth in Section 1.02 hereof, but including any intellectual and/or proprietary rights of Seller that are embodied in the following assets, the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Efunds Corp)

Transfer of Assets. Subject to the terms and conditions of this Agreement, on and as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets as described in Section 3.01 through Section 3.10 3.07 of this Article III.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (River Valley Bancorp)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Seller shall, at the Closing (as defined in Section 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest, as of the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer the Assets Date (as described defined in Section 3.01 through Section 3.10 3.1 hereof), in and to all of this Article III.the assets of Seller (collectively, the "Assets") identified below:

Appears in 1 contract

Samples: Asset Purchase Agreement (International Displayworks Inc)

Transfer of Assets. Subject to the terms and conditions of this Agreement, on and as of at the Closing Dateclosing referred to in Section 3 (the "Closing"), Seller shall sell, assign, transfergrant and transfer to Buyer, convey and deliver Buyer shall purchase and accept from Seller, all of Seller's right, title and interest in and to Buyer substantially all of the Assets as described in Section 3.01 through Section 3.10 assets of this Article III.Seller, including the following assets (the "Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Photoworks Inc /Wa)

Transfer of Assets. Subject (a) Pursuant to the terms and subject to the conditions of this Agreement, on and as of in exchange for the Closing Dateconsideration set forth in Section 2.3 below, at the Closing, Seller shall assignagrees to sell, convey, transfer, convey assign and deliver to Buyer, and Buyer agrees to purchase from Seller, the Assets as described in Section 3.01 through Section 3.10 and to assume, without limitation, all obligations of this Article IIISeller under or with respect to the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opti Inc)

Transfer of Assets. Subject to On the terms and subject to the conditions ------------------ of this Agreement, on and as of at the Closing Date(as defined in Section 7.1), the Seller shall assignsell, transfer, convey and deliver assign to the Buyer, and the Buyer shall purchase and acquire from the Assets Seller, all of the Seller's right, title and interest in, to and under the following (and only the following) assets, properties and rights relating to the Subject Business as described in Section 3.01 through Section 3.10 of this Article III.the same shall exist immediately prior to the Closing (collectively referred to as the "Purchased Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Merisel Inc /De/)

Transfer of Assets. Subject to the terms and conditions of this Agreement, on Seller shall sell, assign, grant, transfer, and deliver to Buyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shall purchase and accept from Seller as of the Closing Date, Seller free and clear of all Liens, the following tangible and intangible assets, wherever located, as the same shall assign, transfer, convey and deliver to Buyer exist on the Assets as described in Section 3.01 through Section 3.10 of this Article III.Closing Date (the "PURCHASED ASSETS"):

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

Transfer of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, on Sellers shall, at the Closing (as defined in Section 3.1 hereof), sell, transfer and assign to Buyer, and Buyer shall purchase and acquire from Sellers, all of Sellers’ right, title and interest, as of the Closing DateDate (as defined in Section 3.1 hereof), Seller shall assignin and to all of the assets of Sellers related to or used in the Business (collectively, transfer, convey and deliver to Buyer except for the Assets as assets specifically enumerated or described in Section 3.01 through Section 3.10 of this Article III.1.2 hereof as being excluded, the “Assets”), including, but not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sourcecorp Inc)

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