Common use of Purchase and Sale of the Purchased Assets Clause in Contracts

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:

Appears in 4 contracts

Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Smith a O Corp)

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Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, Subsidiaries and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens Liens, other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under all of the assets, rights, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butas the same shall exist on the Closing Date, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including . The Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsthat are owned, held or used primarily in the conduct of the Business:

Appears in 3 contracts

Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Texas Instruments Inc), Asset and Stock Purchase Agreement (Sensata Technologies Holland, B.V.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided pursuant to ‎Section 2.03 below, upon the terms and subject to the conditions of this AgreementAgreement and, if applicable, the Foreign Transfer Agreements, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or, as applicable, an Affiliate thereof) at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties properties, rights and business, whether tangible or intangible, of every kind and description, owned, used or held for use primarily in connection with or primarily related to the conduct of the Business by Seller or any of (“Related to the Retained Subsidiaries Business”) (but, for the avoidance of doubt, but excluding any Excluded Assets or assets and excluding any assets, properties of any and businesses owned by a Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsto the extent Related to the Business:

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Griffon Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, Subsidiaries and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens Liens, other than Permitted Liens, all of Seller’s 's and the Retained Subsidiaries' right, title and interest in, to and under all of the assets, rights, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butas the same shall exist on the Closing Date, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including . The Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsthat are owned, held or used primarily in the conduct of the Business:

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Texas Instruments Inc)

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Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, Subsidiaries and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens Liens, other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Pahrump Casinos Business by Seller or any of the Retained Subsidiaries as the same shall exist on the Closing Date (but, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased SubsidiaryAssets) (the “Purchased Assets”), including . Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased that are owned, held or used in the conduct of the Pahrump Casinos Business (but excluding any Excluded Assets:):

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Affinity Gaming, LLC)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, Subsidiaries and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens Liens, other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries as the same shall exist on the Closing Date (but, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased SubsidiaryAssets) (the “Purchased Assets”), including . Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased that are owned, held or used in the conduct of the Business (but excluding any Excluded Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Affinity Gaming, LLC)

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