Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"):
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, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.
Sale and Transfer of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title, and interest in and to the properties, rights, and assets related to the Business (excluding the Excluded Assets), as and to the extent existing on the Closing Date (such properties, rights and assets are hereinafter collectively referred to as the “Acquired Assets”), free and clear of all Liens other than Permitted Liens:
Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the Excluded Assets, are hereinafter collectively referred to as the “Assets”), including, without limitation:
Sale and Transfer of Assets. The Sellers agree to sell, convey and deliver the Assets to Buyer at the Closing (as defined in Section 7 below), free and clear of all liens, security interests, pledges, and encumbrances.
Sale and Transfer of Assets. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller, free and clear of any encumbrances, all of Seller’s right, title, and interest in and to the assets of Seller as set forth on Schedule 1.1 attached hereto (“Purchased Assets”) at the Closing in consideration for the payment by Purchaser of the Purchase Price as specified below in Section 1.3.
Sale and Transfer of Assets. 1.1. Based upon and subject to the terms, conditions, agreements, representations and warranties hereinafter set forth, the Seller does hereby agree to sell, assign, transfer, deliver and convey to Buyer and Buyer does hereby agree to purchase, acquire, accept and take possession of, all of Seller's right, title and interest in and to all assets, properties, rights and business of Seller of every kind and description wherever located (except for the Excluded Assets, as hereinafter defined) used in or related to the Business (all of which are hereinafter sometimes referred to as the "Assets"), including without limitation, the following assets of Seller:
Sale and Transfer of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser's Subsidiary, and Purchaser's Subsidiary shall purchase, acquire and accept from Seller, free and clear of any Encumbrances, all of Seller's right, title and interest in and to the tangible assets, properties and rights of the Domestic Business and all of the tangible assets and certain intangible rights of Seller used in the operations of the Domestic Business as those assets exist on Closing, other than the Retained Assets, as that term is defined in Section 2.2, (collectively, the "Tangible Assets"), including, without limitation, the following:
Sale and Transfer of Assets. At the Closing, Seller will sell, assign, transfer and deliver to Buyer the following:
Sale and Transfer of Assets. For good and valxxxxe consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and as contemplated by Section 2.3(c) of that certain Asset Purchase Agreement, dated as of _______________, 2003, among XeQute Solutions, Inc., XeQute Solutions PLC, Vertex Interactive, Inc. and JAG Media Holdings, Inc. (the "Purchase Agreement"), to which XeQute Solutions, Inc., a Delaware corporation (the "Seller"), and JAG Media Holdings, Inc., a Nevada corporation (the "Buyer"), are parties, Seller hereby sells, transfers, assigns, conveys, grants and delivers to Buyer, effective as of 1:00 p.m. (New York time) on _________, 2003 (the "Effective Time"), all of Seller's right, title and interest in and to all of the Assets (as such term is defined in the Purchase Agreement), including, without limitation, all of the Assets set forth on Schedule A hereto.
