Common use of Agreement to Purchase and Sell Clause in Contracts

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Novo Networks Inc), Asset Purchase Agreement (Novo Networks Inc)

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Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall and its affiliates will grant, sell, transfer, assign, convey transfer and deliver to the PurchaserBuyer, and the Purchaser shall purchaseBuyer will purchase and acquire from Seller, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Sellerright, including title and interest in and to the following assets (such assets, being collectively referred to as the "Assets"), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets that are owned by of Seller used in the Seller other than Business described below (the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “"Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 2 contracts

Samples: Asset Purchase Agreement (National Manufacturing Technologies), Asset Purchase Agreement (National Manufacturing Technologies)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the purchase from Seller, including the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets”), free and clear of all Liens, other than the Permitted Encumbrances:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allstar Systems Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets that are owned by the Seller (other than the Excluded Assets Assets), whether such assets are now owned or controlled by the Seller, including the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets"), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edge Technology Group Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall grant, sell, transferconvey, assign, convey transfer and deliver to the PurchaserPurchaser all right, title and the Purchaser shall purchase, interest of Seller in and to all of the assets that are owned by identified in Section 1.2 (the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “"Acquired Assets"), free and clear of all Liens, other than the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wpi Group Inc)

Agreement to Purchase and Sell. Subject to On the applicable terms and conditions of contained in this Agreement, at the ClosingClosing (as herein defined), the Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver sell to the Purchaser, and the Purchaser shall purchaseBuyer, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller's right, including the following title and interest to its assets (such assets, being collectively referred to as the "Purchased Assets"), free and clear of all Liensany liens, other than claims, encumbrances or security interests (collectively, "Claims"), exclusive of the Permitted EncumbrancesExcluded Assets (as herein defined), which Purchased Assets include, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Monarch Services Inc)

Agreement to Purchase and Sell. Subject At the Closing, subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey sell and deliver to Buyer shall purchase the Purchaser, Purchased Assets; and Buyer shall assume the Purchaser Assumed Liabilities. Buyer shall purchase, all not purchase any of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred nor assume any liability which is not an Assumed Liability. The Purchased Assets shall be transferred to as the “Assets”), Buyer free and clear of any and all Liens, Liens other than the Permitted Encumbrances:Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spartech Corp)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreementhereof, at the Closing, the Seller Sellers shall sell, transfer, assign, convey transfer and deliver to the Purchaser, and the Purchaser shall purchasepurchase and acquire from the Sellers, all right, title and interest in and to all of the assets that are owned by following assets, properties and rights of the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets Business (such assets, properties and rights, being collectively referred to as the “Transferred Assets”), free and clear of all Liens, other than the Permitted EncumbrancesLiens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Edci Holdings, Inc.)

Agreement to Purchase and Sell. Subject to all of the applicable terms and conditions of this Agreement, at the ClosingClosing (as defined in Section 2.1), the Seller shall sell, transfer, assign, convey transfer and deliver to the Purchaser, and the Purchaser shall purchase, all right, title and interest of Seller in and to all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”defined in Section 1.2), free and clear of all Liensmortgages, other than the liens, security interests and encumbrances except Permitted Encumbrances:Liens (as defined in Section 3.4).

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchasepurchase from Seller, all of the assets that are owned by the Seller other than the Excluded Assets whether (such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the "Assets") used or useable in connection with the Business (including, without limitation, those assets set forth below), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Earthcare Co)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall and its affiliates will grant, sell, transfer, assign, convey transfer and deliver to the PurchaserBuyer, and the Purchaser shall purchaseBuyer will purchase and acquire from Seller, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Sellerright, including title and interest in and to the following assets (such assets, being collectively referred to as the “Assets”), free and clear of any and all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Angel Corp)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreementset forth herein and except for the Retained Assets, at the Closing, but effective as of the Seller Effective Time, Sellers and Owner shall sell, convey, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchaseacquire, all right, title, and interest in and to the following itemized listing of the assets that are properties and rights owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the SellerSellers and specified in this Agreement (collectively, including the following assets (such assets, being collectively referred to as the “Rights and Assets”), free and clear of all Liens, other than the Permitted EncumbrancesLiens whatsoever:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanara MedTech Inc.)

Agreement to Purchase and Sell. Subject to the applicable terms terms, conditions and conditions other provisions of this Agreement, at the Closing, the Seller shall will sell, transfer, assign, convey transfer and deliver to the PurchaserBuyer, and the Purchaser shall purchaseBuyer will purchase from Seller, all of the assets that are owned by Seller's right, title and interest in and to the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”)Interests, free and clear of all Liens, other than the Permitted Encumbrances:Liens except for those liens imposed by applicable securities Laws.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Intersections Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and ------------------------------ conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the purchase from Seller, including the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "Assets”), free and clear of all Liens, other than the Permitted Encumbrances:"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications World International Inc)

Agreement to Purchase and Sell. Subject At the Closing, and upon the terms and subject to the applicable terms and conditions of set forth in this Agreement, at the Closing, the Seller Sellers shall sell, assign, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchaseaccept and purchase from the Sellers, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”)Securities, free and clear of all Liens, Liens other than the Permitted Encumbrances:Security Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (RCG Companies Inc)

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Agreement to Purchase and Sell. Subject Upon the terms and subject to the applicable terms conditions set forth in this Agreement and conditions upon the representations and warranties made herein by each of this Agreementthe parties to the others, at the Closing, the Closing ( as such term is hereinafter defined) Seller shall sell, transfergrant, convey, assign, convey transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchasepurchase and acquire from Seller, all of the assets that are owned by shares of stock of the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”), free and clear of all Liens, other than the Permitted Encumbrances:Company.

Appears in 1 contract

Samples: Purchase and Sale Agreement (SDC International Inc \De\)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of set forth in this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign, convey assign and deliver to the Purchaser, and the Purchaser shall purchasepurchase and accept from Seller, all right, title and interest of Seller in and to the property and assets that are owned by the Seller other than set forth in this Section 1, but expressly excluding the Excluded Assets whether such assets are now owned or controlled by the SellerProperty (collectively, including the following assets (such assets, being collectively referred to as the “AssetsProperty), free and clear of all Liens, other than the Permitted Encumbrances:):

Appears in 1 contract

Samples: Purchase and Sale Agreement (IMH Financial Corp)

Agreement to Purchase and Sell. Subject On the terms and subject to the applicable terms and conditions of contained in this Agreement, at the ClosingClosing (as defined herein), the Seller shall sell, transfer, assign, convey assign and deliver to the Purchaser, and the Purchaser shall purchasepurchase from Seller, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”)Units, free and clear of any and all liens, claims, mortgages, security interests and other encumbrances (“Liens, other than the Permitted Encumbrances:”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Leggett & Platt Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreementset forth herein, at the Closing, the Seller shall sell, assign, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchasepurchase from Seller, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Purchased Assets”), free and clear of all Liens, other than Encumbrances except the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Bowie Resource Partners LP)

Agreement to Purchase and Sell. Subject to all of the applicable terms and conditions of this Agreement, at the ClosingClosing (as defined in Section 2.1), the Seller shall sell, transfer, assign, convey transfer and deliver to the Purchaser, and the Purchaser shall purchase, all right, title and interest of Seller in and to all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”defined in Section 1.2), free and clear of all Liensmortgages, other than liens, security interests and encumbrances, except for the Permitted Encumbrances:Assumed Liabilities, as hereinafter defined.

Appears in 1 contract

Samples: Asset Purchase Agreement (Consolidated Capital of North America Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the following assets that are currently owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”), free and clear of all Liens, other than the Permitted Encumbrances:

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Golf Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at as of the Closing, the Seller Vendor shall sell, transfer, assign, convey and deliver assign to the Purchaser, Purchaser and the Purchaser shall purchasepurchase and acquire from the Vendor, all of the assets that are owned by the Seller other than the Excluded Assets whether such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”)Purchased Shares, free and clear of all Liens, other than the Permitted Encumbrances:encumbrances whatsoever.

Appears in 1 contract

Samples: Share Purchase Agreement

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, all of the assets that are owned by the Seller assets, other than the Excluded Assets whether Assets, owned by Seller or used in connection with the Business (such assets are now owned or controlled by the Seller, including the following assets (such assets, being collectively referred to as the “Assets”), "ASSETS") free and clear of all Liens, other than the Permitted Encumbrances. The Assets include, but are not limited to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ardis Telecom & Technologies Inc)

Agreement to Purchase and Sell. Subject to the applicable terms and conditions of this Agreement, at the ClosingClosing (as such term is defined in Section 1.6), the Seller shall agrees to sell, assign, transfer, assign, deliver and convey and deliver to the PurchaserBuyer, and the Purchaser shall purchaseBuyer agrees to purchase and accept from Seller, all of the tangible and intangible assets that are owned by of Seller of every kind, nature and description, wherever located, including all assets, properties, rights and claims acquired for, used in, held for use in, relating to or arising from the Seller other than conduct of the Business, but not including the Excluded Assets whether such assets are now owned or controlled by (the Seller, including the following assets (such assets, being collectively referred to as the “"Acquired Assets"), free and clear of all Liens, other than the Permitted Encumbrances:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Minimed Inc)

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