ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Seller, subject to SECTION 3.2 hereof, all of the assets, properties and rights of Seller, including without limitation all of Seller's right, title and interest in and to the following:
ACQUISITION ASSETS. 2 SECTION 3.2
ACQUISITION ASSETS. Upon the terms and subject to the conditions of this Agreement, at the "Closing" on the "Closing Date" (as such terms are defined in Section 3.2), Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances (other than the "Permitted Encumbrances" (as defined in Section 9.7)), all of each Seller's respective right, title and interest under, in and to the Facility and, except as otherwise provided in Section 1.2, all of each Seller's property and assets, real and personal, tangible and intangible that are located at, and used in connection with the operation of, the Facility, including the following (collectively, the "Acquisition Assets"):
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire from Seller, all ownership and transferability of the technology entitled "Needle Channel Attachment Device for a Disposable Syringe" including but not limited to all of the U.S. and foreign patents (attached hereto as Exhibit A) and a complete understanding of the Company's 510 K FDA application and the assignment of the 510 K application to Medi-Hut or its assignees (attached hereto as Exhibit B).
ACQUISITION ASSETS. In connection with each Acquisition, the applicable Seller has transferred to the Borrower valid title to the property and assets of such Seller purported to be conveyed thereby, free and clear of all mortgages, pledges, liens, charges, restrictions, conditions and other sale agreements, encumbrances, security interests, options or claims other than those permitted by Section 9.2 hereof.
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing (as hereinafter defined), the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and purchase from the Seller, all of the assets, properties and rights of the Seller, including without limitation all of the Seller’s right, title and interest in and to the following:
ACQUISITION ASSETS. Either (a) the issued and outstanding capital stock of, or business assets of any corporation, partnership or business involved in the medical technology industry or (b) any new equipment purchased by any Borrower that is to be used in such Borrower's medical technology business.
ACQUISITION ASSETS. At the Closing (or a Post-Closing Transfer in accordance with the terms of this Agreement), and subject to Seller’s ability to retain certain Subject Locations in accordance with Section 2.5, Seller will (and will cause Coffee People to) sell, assign, convey, transfer and deliver (“Transfer”) to Buyer all of Seller’s and Coffee People’s right, title and interest in the following assets (the “Acquisition Assets”):
ACQUISITION ASSETS. 6 Section 3.2
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Newpark shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Newpark, the assets of Newpark attached hereto (the " Acquisition Assets"), free and clear of any and all Liens, other than Permitted Encumbrances.
