Purchase and Sale of the Assets Sample Clauses

Purchase and Sale of the Assets. (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:
AutoNDA by SimpleDocs
Purchase and Sale of the Assets. 10 2.1. Agreement to Purchase and Sell...........................................................................10 2.2. Excluded Assets..........................................................................................11 2.3.
Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer all of the assets of the Seller existing on the Effective Date other than the Excluded Assets (defined below), whether personal, tangible or intangible, including, without limitation, the following assets of the Seller relating to or used or useful in the operation of the businesses as conducted by the Seller on and before the Effective Date (the Businesses) (all such assets being sold hereunder are referred to collectively herein as the Assets):
Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer effective as of 12:01 A.M. Texas time on the date of execution hereof (the "Closing Date"), all of the assets of the Seller existing on the Closing Date other than the Excluded Assets (defined below), whether real, personal, tangible or intangible, including, without limitation, the following assets owned by the Seller relating to or used or useful in the operation of the business as conducted by the Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"):
Purchase and Sale of the Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, free and clear of all Liens other than Permitted Encumbrances, and Purchaser shall purchase, acquire and accept from Seller, all of the right, title, and interest of Seller in and to the assets, properties, and rights of Seller relating to or utilized in the Business (other than the Excluded Assets) as of the Closing Date listed below (the “Acquired Assets”):
Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”):
Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement, XeQute agrees to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase and accept from XeQute free and clear of all Liens, all of the right, title and interest of XeQute to (a) all commitments, contracts, leases and agreements relating to the SAP Practice business line, the eSuite business line and the Light Directed business line listed or described on Schedule 2.1(a) hereto (collectively, the "Contracts") and (b) all of XeQute's tangible and intangible assets, including goodwill, required to operate the SAP Practice business line, the eSuite business line and the Light Directed business line, including all those assets listed or described on Schedule 2.1(b) hereto (referred to hereinafter collectively with the Contracts as the "Assets"). All Schedules hereto shall be agreed by the parties and attached hereto within 30 days of the date hereof, or such later date as all parties hereto shall agree, or this Agreement shall terminate.
AutoNDA by SimpleDocs
Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Encumbrances (to the maximum extent provided in the Sale Order), and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are used or useful in or primarily related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows:
Purchase and Sale of the Assets. Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at Closing (hereinafter defined), but effective as of 12:01 a.m. C.S.T. on March 1, 2004 (the "EFFECTIVE DATE") a net three percent (3%) of the right, title and working interest from Seller in and to the following properties described in Sections 1.1 through 1.7 (collectively, the "ASSETS"):
Purchase and Sale of the Assets. Seller hereby grants, sells, ------------------------------- conveys, assigns and delivers, and Purchaser hereby purchases, effective as of the close of business on the date set forth above, the following assets of Seller used in the Business (collectively, the "Assets"):(a) all of the office furniture, fixtures, equipment and office supplies of Seller, including the personal property of Seller set forth on Exhibit A attached hereto and incorporated herein by reference; (b) all of Seller's goodwill, customer, client, supplier and vendor lists, and other general intangibles; (c) the right to the exclusive use of the name "Rocca Reporting Service," and all variations thereof, (d) Seller's current telephone number; (e) the lease agreement dated September 1, 1996, executed by Xxxx-Xxxxxxx Management, as lessor, and Seller, as lessee, covering Seller's offices at the address set forth above, expiring August 31, 1997; and (f) the other leases set forth on Exhibit B. Seller shall retain all of its accounts receivable and accounts payable, and, except for the obligations of Seller under the agreements set forth in Subsections 1(e) and 1(f) above (collectively, the "Assumed Agreements"), Purchaser is not assuming any indebtedness or other duty, liability or obligation of Seller in connection herewith. Contemporaneously with the execution of this Agreement, (a) Purchaser and Seller shall enter into an Employment Agreement which shall be in form and content acceptable to the Parties, and (b) Seller shall (i) deliver duly executed releases or termination statements with respect to all liens covering the Assets, and (ii) pay all of Seller's outstanding liabilities and obligations, all of which are set forth by creditor and amount as of the date hereof and all of Seller's accounts, on Exhibit C. Seller shall from time to time after the date hereof, without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment, and shall take such other action as Purchaser may reasonably request, to more effectively transfer, convey and assign to and vest in Purchaser, and to put Purchaser in actual possession and control of, each of the Assets.
Time is Money Join Law Insider Premium to draft better contracts faster.