Common use of Assets to be Sold Clause in Contracts

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 any permitted herein, 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 the following (the "Assets"):

Appears in 7 contracts

Samples: Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)

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Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances Encumbrances other than any permitted hereinPermitted 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 the following (but excluding the "Excluded Assets"):

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (Age Research Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any encumbrances Encumbrances other than any permitted hereinPermitted Encumbrances, all of such Seller's ’s right, title 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 the following (the "Assets"):following:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)

Assets to be Sold. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Sellers shall sell, convey, assign, transfer and deliver assign to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire receive from Seller, free and clear of any encumbrances other than any permitted herein, each Seller all of each Seller's ’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 the following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the "Assets"):

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement LGP, Asset Purchase Agreement LGP (Lehigh Gas Partners LP)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, 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 any permitted hereinEncumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (MSC-Medical Services CO)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances Liens other than any permitted hereinPermitted Liens, all of Seller's ’s right, title and interest in and to all of Seller's the following property and assets, real, personal or mixed, tangible and intangible, assets of every kind and description, wherever located, including Seller used in the following Business (but excluding the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (C-Cor Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any encumbrances Encumbrances other than any permitted herein, Permitted Encumbrances all of such Seller's ’s right, title 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 locatedthe Business, including the following (but excluding the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cotelligent Inc), Asset Purchase Agreement (Cotelligent Inc)

Assets to be Sold. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver assign to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire receive from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's ’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 the following properties, assets and rights (except the "Excluded Assets as hereinafter defined) related to or used or held for use in connection with the Location as the same may exist as of the Closing (hereinafter defined) (collectively, the “Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement Retail Store, Asset Purchase Agreement

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted hereinEncumbrances, all of Seller's ’s right, title 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 the following assets to the extent related to the Business (but specifically excluding, without limitation, the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mesa Laboratories Inc /Co), Asset Purchase Agreement (Mesa Laboratories Inc /Co)

Assets to be Sold. Upon At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, convey and transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted hereinLiens, all of Seller's ’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 the following (collectively, the "“Transferred Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callwave Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, 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 any permitted hereinEncumbrances, all of Seller's right, title and interest in and to iDVDBox, and all of Seller's the following property and assets, real, personal or mixed, tangible and intangible, owned or leased, of every kind and description, wherever located, including located (but excluding the following (the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (By&c Management Inc), Asset Purchase Agreement (By&c Management Inc)

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 Encumbrances other than any permitted hereinPermitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s personal property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the "Excluded Assets"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Security Agreement (Viva International Inc)

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 subject to any and clear of any encumbrances other than any permitted hereinall Liabilities and Encumbrances, all of Seller's ’s right, title and interest in and to all of such Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but excluding the following Excluded Assets (the "Assets"):”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mitek Systems Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, 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 any permitted hereinEncumbrances by, through or under Seller, all of Seller's ’s right, title and interest in and to all the following of Seller's ’s property and assetsassets relating to the Lab, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including (but excluding the following (the "Excluded Assets"):

Appears in 1 contract

Samples: Asset Lease and Purchase Agreement (Syntroleum Corp)

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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 any permitted hereinEncumbrances, all of Seller's right, title and interest in and to all the Tangible Personal Property of Seller's property Seller and assets, real, personal or mixed, and tangible and intangible, of every kind and description, wherever located, including listed below (but excluding the following (the "Excluded Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Energy Inc.)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at and effective as of 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 Liens (other than any permitted hereinPermitted Liens), all of Seller's ’s (and any of Seller’s Affiliates) 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 the following (collectively, the "Assets"):”), in each case to the extent Seller is able to sell, assign or convey the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Closing Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any encumbrances other than any permitted hereinEncumbrances, all of Seller's Sellers' right, title and interest in and to the PhotoLoft Business, and all of Seller's the following property and assets, real, personal or mixed, tangible and intangible, owned or leased, of every kind and description, wherever located, including located (but excluding the following (the "Excluded Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Brightcube Inc)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, 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 Encumbrances other than any permitted hereinPermitted Encumbrances, all of Seller's ’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 the following (the "Assets")::

Appears in 1 contract

Samples: Asset Purchase Agreement (National Coal Corp)

Assets to be Sold. Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.2), Seller shall sell, convey, assign, transfer transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire acquire, from Seller, free and clear of any encumbrances other than any permitted herein, all of Seller's the right, title and interest of Seller in and to all of Seller's property and the assets, realproperties and rights described in the Agreement, personal or mixedas amended by the Amended Agreement, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"):as acquired

Appears in 1 contract

Samples: Asset Purchase Agreement (Comprehensive Medical Diagnostics Group Inc)

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 Encumbrances other than any permitted hereinPermitted Encumbrances, all of Seller's the right, title and interest in and to all of Seller's the property and assets, real, personal or mixed, tangible and intangible, of Seller relating to the Business of every kind and description, wherever located, including the following (but excluding the "Excluded Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Franklin Covey Co)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any encumbrances Encumbrances other than any permitted hereinPermitted Encumbrances, all of Seller's Sellers' right, title and interest in and to all of Seller's property and Sellers' assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (the "Assets"excluding only those items listed in Schedule 2.1(a):

Appears in 1 contract

Samples: Asset Purchase Agreement (Radnor Holdings Corp)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall will sell, convey, assign, transfer and deliver to Buyer, and Buyer shall will purchase and acquire from Seller, free and clear of any encumbrances other than any permitted hereinall Encumbrances, all of Seller's ’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 the following (the "Assets"):assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Servotronics Inc /De/)

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any Encumbrances and Buyer shall purchase and acquire from Seller, free and clear of any encumbrances other than any permitted hereinSellers, all of Seller's Sellers' right, title and interest in and to all of Seller's the following Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind where located on the Closing Date and description, wherever located, including in the following condition it is in on the Closing Date (but excluding the "Excluded Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allis Chalmers Corp)

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