Sale and Assignment of Assets. The Seller does hereby sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser hereby purchases from the Seller, free and clear of all liens, claims, interests and Encumbrances (other than Permitted Encumbrances), all of the Seller’s right, title and interest in and to the following:
Sale and Assignment of Assets. Subject to and on the terms and conditions set forth in this Agreement, Buyer will purchase from Symantec and Symantec will sell, assign, convey, transfer and deliver to Buyer the following assets (collectively the "ASSETS"):
Sale and Assignment of Assets. Seller does hereby sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer all of Seller’s right, title and interest in, to and under those certain assets of Seller transferred to Seller pursuant to the (a) Quitclaim Foreclosure Xxxx of Sale, dated as of January 18, 2008 between RFC BB Holdings, LLC., in its capacity as secured party, and Seller, in its capacity as buyer, and (b) Foreclosure Assignment of Trademarks, dated as of January 18, 2008, by Bravo! Brands, Inc. in favor of Seller, including but not limited to, the assets set forth on Schedule 1.1 attached hereto (collectively, the “Assets”), and Buyer hereby agrees to purchase all of Seller’s right, title and interest in, to and under all of the Assets under the terms of this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL OF SELLER’S INTERESTS IN, TO AND UNDER THE ASSETS SHALL BE CONVEYED TO BUYER ON A “QUITCLAIM”BASIS, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, CONTENT, OR CONDITION OF THE ASSETS, TITLE, MERCHANTABILITY, OR FITNESS OF THE ASSETS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HERBY DISCLAIMED. BUYER IS ACQUIRING SELLER’S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE ASSETS IN AN “AS IS” AND “WHERE IS” CONDITION. BUYER HAS ASSESSED THESE MATTERS TO ITS SATISFACTION. IN NO EVENT, SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS CONVEYENCE.
Sale and Assignment of Assets. Pursuant to the terms and subject to the conditions of the Master Transaction Agreement, BMS and the Selling Affiliates do hereby sell, transfer, assign and convey to Purchaser and its successors and assigns all of the right, title and interest of BMS and the Selling Affiliates in, to and under the Acquired Assets.
Sale and Assignment of Assets. Upon the terms and subject to the conditions of the Asset Purchase Agreement, by this Agreement, the Seller hereby sells, conveys, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and takes assignment of, all of the Seller’s right, title and interest in and to the Purchased Assets; provided, however, that any of the Purchased Assets that are specifically assigned or transferred pursuant to the Intellectual Property Assignment Agreement and the Lease Assignment shall not be assigned or transferred pursuant to this Agreement.
Sale and Assignment of Assets. The Seller hereby sells, conveys, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and takes assignment of, all of the Seller’s right, title and interest in and to the Business Intellectual Property, including the Business Intellectual Property listed on Schedule 1, together with (i) the right to xxx and recover for past infringements or misappropriations of any Business Intellectual Property, and (ii), in the case of the Trademarks included in the Business Intellectual Property, the goodwill associated therewith or symbolized thereby.
Sale and Assignment of Assets. Seller hereby grants, bargains, sells, conveys, assigns, transfers, sets over and delivers to Buyer, its successors and assigns, subject to the terms and reservations hereof, all of Seller’s right, title and interest in and to the Assets, as set forth on Schedule A (the “Assets”) the benefits thereof, and the right to enforce the covenants and warranties, if any, which Seller is entitled to enforce with respect to Seller’s predecessors in title to any and all of the Assets, regardless of the omission of any document of conveyance, errors in description therein, any incorrect or misspelled names thereon or any transcribed or incorrect recording references thereto, and Buyer does hereby assume, acquire, receive, accept and acknowledge delivery of the Assets from Seller, to have and to hold all such Assets together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Buyer and Buyer’s successors and assigns forever; subject only to those matters of title identified as set forth on Schedule B attached hereto and incorporated herein by this reference (the “Permitted Exceptions”).
Sale and Assignment of Assets. Subject to and on the terms and conditions set forth in this Agreement, RSI will purchase from KING and KING will sell, assign, convey, transfer and deliver to RSI the following assets (collectively the "SALE ASSETS"):
Sale and Assignment of Assets. Subject to the terms and conditions contained in this Agreement, Seller hereby agrees to sell convey, transfer, assign and deliver to Buyer, free and clear of any judgment, mortgage, pledge, lien, conditional sale agreement, security interest, option, or other encumbrance or claim of any nature whatsoever (other than liens which relate to liabilities expressly assumed by Buyer hereunder), all of Seller's right, title and interest in and to the following assets ("Assets"): (i) its insurance customer lists, expiration lists and records, book of business, business records, files and daily reports; (ii) all furniture, fixtures and equipment identified on Schedule 1 attached hereto, all of which are used in, or form a part of, Seller's insurance agency business; (iii) all of its rights and interest in and to its agency agreements with those insurance companies for which it acts as agent, including all contingency and profit sharing agreements with such companies; (iv) certain maintenance and other agreements listed on Schedule 1; (v) all of its rights or interests in restrictive covenants or other agreements protecting or prohibiting any of the accounts transferred in (i) above from being solicited by others;
Sale and Assignment of Assets. Seller hereby sells, transfers, assigns, delivers and relinquishes to Buyer, in perpetuity, free and clear of all Liens, all right, title and interest of Seller in, to and under the Acquired Assets. Notwithstanding anything to the contrary contained herein, the Acquired Assets shall not include any of the Excluded Assets.
