Transfer of Specified Assets Sample Clauses

Transfer of Specified Assets. The Seller hereby agrees to sell, assign, convey and transfer, the Specified Assets free from Liabilities and Liens to the Purchaser, and the Purchaser agrees to purchase the Specified Assets on the terms of this Agreement, at Closing.
Sample 1
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Transfer of Specified Assets. MacroPore shall on the Closing Date, in the manner and sequence provided in the second sentence of Section 2.1, transfer all MacroPore Intellectual Property, the undivided joint ownership interest in the Joint Intellectual Property and all Contracts that constitute Specified Assets to MAST and, as soon as practicable thereafter upon MAST being prepared to receive such Specified Assets (but in no event later than 30 calendar days after the Closing Date), deliver the remaining tangible and intangible Specified Assets to MAST, it being understood and agreed that, in the case of tangible Specified Assets, such delivery shall be FOB the shipping dock of the MacroPore’s San Diego or Königstein facilities, as the case may be.
Sample 1
Transfer of Specified Assets. Effective as of the Agreement Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 5 below, (i) the Seller does hereby sell and assign to Anixter, without representation, recourse or warranty of any kind, all of the Seller’s right, title and interest in and to the Specified Assets and (ii) Anixter does hereby purchase from the Seller, without representation, recourse or warranty of any kind, all of the Seller’s right, title and interest in and to the Specified Assets.
Sample 1
Transfer of Specified Assets. (a) Transfer of the Transferred Companies to Metris. Fingerhut shall deliver to Metris certificates representing all of the stock of Metris Direct, Inc., Metris Receivables, Inc., Direct Merchants Credit Card Bank, National Association and DMCCB Inc. (collectively, the "Transferred Companies"), duly endorsed for transfer to Metris or accompanied by duly executed stock powers in favor of Metris.
Sample 1
Transfer of Specified Assets. MacroPore shall on a date to be mutually agreed to by both parties, deliver the Specified Assets to Medicis, FOB the shipping dock of the MacroPore’s San Diego facility.
Sample 1
Transfer of Specified Assets. MacroPore shall (i) on a date to be mutually agreed to by both parties in accordance with Schedule 2.8, deliver the Specified Assets to Medtronic, FOB the receiving dock of the Goleta Facility, and (ii) be responsible for removal, packing, shipment and for all risk of loss with respect to the Specified Assets until the Specified Assets are so delivered to the receiving dock of the Goleta Facility.
Sample 1
Transfer of Specified Assets. Subject to the terms hereof and for the consideration hereinafter provided, Seller shall sell, transfer, and assign to Buyer at the Closing (as defined in Paragraph 13 hereof) good title, free and clear of all liens, encumbrances, and security interests, to all of the business, properties and assets of Seller, except only the "Excepted Assets" specified in Paragraph 1.3
Sample 1
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Transfer of Specified Assets. The Seller hereby assigns, grants, conveys, transfers and delivers to the Purchaser or Purchaser Designee identified on each Milestone Schedule, its successors and assigns, all of the Seller’s right, title, benefit, privilege and interest in, to and under, the Specified Assets, in each case, free and clear of all Liens. The Purchaser or Purchaser Designee identified on each Milestone Schedule hereby accepts such assignment, grant, conveyance, transfer and delivery of the Specified Assets.
Sample 1
Transfer of Specified Assets 
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Related to Transfer of Specified Assets

  • 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.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).

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

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Transfer of Company Property On or before the Termination Date, Executive shall turn over to the Company all files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control at the time he signed this Agreement.

  • Transfer of Servicing On the related Transfer Date, if any, the Purchaser, or its designee, shall assume all servicing responsibilities related to, and the Seller cease all servicing responsibilities related to, the related Mortgage Loans subject to such Transfer Date. On or prior to the related Transfer Date, the Seller shall, at its sole cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Purchaser, or its designee, including but not limited to the following:

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