Purchase and Sale of Business and Assets Sample Clauses

Purchase and Sale of Business and Assets. Subject to and upon the terms and conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing hereunder, all of the business, assets, properties, goodwill and rights of Seller's Alliance Staffing Division, dba Alliance Employment Solutions ("Alliance") as a going concern, of every nature, kind and description, tangible and intangible, where so ever located or reflected on the books and records of Seller (hereinafter sometimes collectively called "Alliance's Assets"), including, without limitation, (i) the right to use Alliance's name and all variations thereof, (ii) the assets referred to in the form of Xxxx of Sale annexed hereto as Exhibit "1" and (iii) the assets reflected on the Balance Sheet referred to in Section 5 hereof, with only such dispositions of such assets reflected on the Balance Sheet as shall have occurred in the ordinary course of Alliance's business between the date hereof and the Closing and which are permitted by the terms hereof, including accounts receivable arising or incurred for periods prior to the Closing (whether or not reflected in the Balance Sheet) and accounts payable arising or incurred for periods prior to the Closing. Alliance's Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly to be assumed by Purchaser hereunder and those liens and encumbrances securing the same which are specifically disclosed herein or expressly permitted by the terms hereof.
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Purchase and Sale of Business and Assets. 10 2.1 Purchase and Sale of Assets 10 2.2 Excluded Assets 10 2.3 Assumed Liabilities 11 2.4 Excluded Liabilities 11 2.5 Delivery of Certain Assets 13
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Purchase and Sale of Business and Assets. On the terms and subject to the conditions set forth herein, at Closing Seller will, and will cause the Seller Affiliates to, sell, convey, transfer, assign and deliver to Sub, and Sub will purchase from Seller and the Seller Affiliates, the Business and all of Seller's and the Seller Affiliates' respective right, title and interest in and to all assets that are Primarily Related to the Business (except for those assets or classes of assets which are defined in Section 2.2 as Excluded Assets), including those set forth below and in each case as the same exists on the Closing Date (collectively, the "Transferred Assets"):
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Purchase and Sale of Business and Assets. (a) Subject to and upon the terms and conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing hereunder, all of the business, assets, properties, goodwill and rights of Seller as a going concern, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of Seller (hereinafter sometimes collectively called "Seller's Assets"), including, without limitation,
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Purchase and Sale of Business and Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells, assigns, transfers and conveys the Business and the Assets to Buyer, and Buyer hereby purchases, obtains and acquires the Business and the Assets form Seller.
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Purchase and Sale of Business and Assets. (a) Subject to and upon the terms and conditions set forth in this Agreement, Mirabilis shall sell, transfer, convey, assign and deliver to AAC (except for all tangible assets which shall be sold, transferred, conveyed, assigned and delivered to AAL), and AAC and AAL shall purchase, at the Closing (as hereafter defined), all of the business, assets, properties, goodwill and rights of Mirabilis, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of Mirabilis (the above-referenced assets being transferred to AAC and AAL are hereafter referred to as the "Transferred Assets"). The following assets shall be delivered to AAC pursuant to a Bixx xf Sale in the form attached hereto as Exhibit A:
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Purchase and Sale of Business and Assets 
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Related to Purchase and Sale of Business and Assets

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

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