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 (including, without limitation, Section 1.2), at and effective as of the Closing, Seller shall sell, convey, assign, transfer to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, the following assets (the “Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at the Closing and effective as of the ClosingEffective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to the following assets (the “Assets”):following:

Assets to be Sold. Upon At the Closing, subject to the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2), at and effective as of the ClosingAgreement, Seller shall sell, convey, assign, convey and transfer to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any EncumbrancesLiens, all of Seller’s right, title and interest in and to all of the following assets, wherever located, whether tangible or intangible, real, personal or mixed (collectively, the following assets (the “Transferred Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective 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 other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following assets (collectively, the “Assets”):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2), at and effective as of the ClosingAgreement, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyer on the Closing Date, and Buyer shall purchase on the Closing Date, all of Seller’s right, title and acquire from Sellerinterest in and to all of the Assets, except the Excluded Assets set forth in Section 2.2 (the “Acquired Assets”), free and clear of any all Encumbrances, . The Acquired Assets include the following assets (the “Assets”):following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective Time, 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 other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the following assets Intellectual Property Assets as described in more detail on Exhibit A attached hereto (the “"Assets”):").

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, other than the Excluded Assets (as defined below), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in solely the following assets assets, without duplication (collectively, the “Assets”):

Assets to be Sold. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing provided for in Section 1.05 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear all of any Encumbrancesthe WEBATM assets including, without limitation, the following assets described in Exhibit A annexed hereto (the “"Assets”):").

Assets to be Sold. Upon At the terms Closing (as defined herein) and subject to the terms and conditions set forth in this Agreement (includingAgreement, Seller shall sell and assign to Purchaser, and Purchaser shall purchase from Seller, all of Seller's right, title and interest in, to and under the Purchased Assets, which Purchased Assets shall include, without limitation, Section 1.2), at and effective as all of the Closing, Purchased Assets described in Section 1.1 of the Auction Agreement and any and all other assets acquired by Seller shall sell, convey, assign, transfer pursuant to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, the following assets (the “Assets”):Auction Agreement.

Assets to be Sold. Upon Subject to Section 2.2, the terms and subject to the conditions set forth in other provisions of this Agreement (including, without limitation, Section 1.2)and the Approval Order, at and effective as of the Closing, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Seller, free and clear of any Encumbrances, accept the following assets and rights (collectively, the “"Assets”):");

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, the Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, free subject to Section 2.2, all of such Seller’s right, title and clear interest as of any Encumbrances, the following assets (the “Assets”):Closing Date in and to:

Assets to be Sold. a) Upon the terms and subject to the conditions set forth in of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, the Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear the Purchaser all of any Encumbrances, the following assets (the “Assets”):following:

Assets to be Sold. Upon On the terms and subject to in reliance on the conditions set forth in this Agreement representations and warranties contained herein, Seller shall, at the Closing (including, without limitation, Section 1.2as hereinafter defined), at and effective as of the Closing, Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire from the Seller, free all of Seller’s right, title and clear of any Encumbrancesinterest in and to the following, and only the following, assets described in Schedule 1 attached hereto and incorporated herein by this reference (collectively, the following assets (the “Transferred Assets”):

Assets to be Sold. Upon Subject to the terms and subject conditions of this Agreement, at the Closing (as defined in Section 2), the Sellers shall sell to the conditions set forth in this Agreement (includingBuyers, without limitation, Section 1.2), at and effective as the Buyers shall purchase from each of the Closing, Seller shall sell, convey, assign, transfer to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any EncumbrancesSellers, the following assets (the “Assets”):assets: See Exhibit A

Assets to be Sold. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement (includingAgreement, without limitationPurchaser shall purchase from Seller, Section 1.2), at and effective as of the Closing, Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyerthe Purchaser, and Buyer shall purchase and acquire from Selleron the Closing (as hereinafter defined), for the consideration hereinafter provided, the Copytron Assets free and clear of any all Encumbrances (other than Encumbrances, the following assets (the “Assets”):if any, in favor of Seller) and without being subject to any liabilities.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective Time, Seller shall the Sellers will sell, convey, assign, transfer and deliver to BuyerPurchaser, and Buyer shall Purchaser will purchase and acquire from Sellerthe Sellers, free and clear of any Encumbrances, all of the Sellers’ rights, title and interest in and to the following assets (of the “Assets”):Sellers related exclusively to the Business:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any EncumbrancesEncumbrances all of Seller’s right, title, and interest in and to the Business and all of the property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used in the Business, including the following assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingAssumption Time, 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, all of Sellers’ right, title and interest in and to only the following assets (the “Assets”):specifically identified property of Sellers:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective 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 other than Permitted Encumbrances, all of Seller’s right, title and interest in and to Seller’s property and assets related exclusively to the following assets Business (but excluding the “Excluded Assets”):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any all Encumbrances, all of Seller’s right, title, and interest in and to the following property and assets used in the operation of eSignSystems set forth below (collectively the “Assets”):

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the ClosingClosing provided for in Section 4.01 hereof, Seller shall the Sellers will sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase will purchase, acquire and acquire accept from Sellerthe Sellers, free and clear of any all Encumbrances other than Permitted Encumbrances, all of the following assets (right, title and interest of the “Sellers at the time of the Closing, in and to all of the Assets”):.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, assign, assign and transfer to Buyer, and Buyer shall purchase and acquire from Selleracquire, free and clear of any EncumbrancesEncumbrance, all of the following properties and assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective 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 other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, tangible and intangible, of every kind and description, wherever located, including the following assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon On the terms and subject to the conditions set forth in of this Agreement (includingAgreement, without limitation, Section 1.2), at on the Closing Date and effective as of the ClosingEffective Time, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers, and Buyer Buyers shall purchase purchase, acquire, and acquire from accept delivery of all of Seller's right, free title and clear interest in and to all of any EncumbrancesSeller's property and assets, real, personal -------------------------------------------------------------------------------- 8 or mixed, tangible and intangible, of every kind and description, wherever located, other than the Excluded Assets (collectively, the following assets (the “"Assets”):"), including:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at and the Closing, but effective as of the ClosingEffective 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 other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)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 other than Permitted 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 assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon Subject to the terms and subject to conditions of this Agreement, Seller will, at the conditions set forth closing provided for in this Agreement Section 1.8 hereof (including, without limitation, Section 1.2the "Closing"), at and effective as of the Closing, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyer all of the assets used in or associated with the Business (the "Assets"), and Buyer shall purchase and acquire from Sellerincluding, free and clear of any Encumbranceswithout limitation, the following assets (the “Assets”):following:

Assets to be Sold. Upon Subject to Section 2.2 below, at the Closing, upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2), at and effective as of the Closinghereof, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Seller, free and clear of any Encumbrancesaccept, the following assets (Acquired Assets. The Acquired Assets shall include the “Assets”):following:

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)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, other than the following assets (the “Assets”):Permitted Encumbrances described in Schedule 3.8, all of Seller’s right, title and interest in and to all of Seller’s Acquired Assets wherever located.

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, Seller shall sell, convey, assign, transfer transfer, convey and deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and acquire from Seller, free all the right, title and clear interest in and to all of any Encumbrancesthe assets of Seller (the “Purchased Assets”), including, without limitation, the following assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)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 EncumbrancesEncumbrance (other than collateral assignments granted to Xxxxxxx Capital Corporation), 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 assets (but excluding the “Excluded Assets”):

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, Section 1.2)Agreement, at the Closing and effective as of the ClosingEffective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following assets (the “Assets”):following:

Assets to be Sold. Upon Subject to Section 2.3 and the terms and subject to the conditions set forth in other provisions of this Agreement (including, without limitation, Section 1.2)Agreement, at and effective as of the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Selleraccept the following assets and rights, free and clear of all liens or other encumbrances of any Encumbrancesnature (collectively, the following assets (the “Assets”):