Xxxx of Sale and Assignment and Assumption Agreement. The Bank shall have executed and delivered to Elavon the Xxxx of Sale and Assignment and Assumption Agreement.
Xxxx of Sale and Assignment and Assumption Agreement. The Xxxx of Sale and Assignment and Assumption Agreement executed by Seller covering all of the applicable Purchased Assets, substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively.
Xxxx of Sale and Assignment and Assumption Agreement. THIS XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Xxxx of Sale”) is entered into on August 31, 2010, by and between Assembly Component Systems, Inc., an Illinois corporation (the “Seller”), and Supply Technologies LLC, an Ohio limited liability company (the “Buyer”). This Xxxx of Sale is being entered into pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among the Seller, the Buyer, Xxxxxx Products, Inc., a Delaware corporation, and Park-Ohio Industries, Inc., an Ohio corporation. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Purchase Agreement, the Seller (i) hereby sells, transfers, assigns, conveys and delivers to the Buyer all right, title and interest that the Seller possesses in and to the Purchased Assets, free and clear of all Liens other than Permitted Liens, and (ii) hereby assigns, transfers and delegates all of the Assumed Liabilities to the Buyer. The Buyer (i) hereby purchases, accepts and acquires from the Seller such Purchased Assets, and (ii) hereby assumes and agrees to pay, discharge and perform when due all of the Assumed Liabilities. Notwithstanding the foregoing, (a) the Seller will retain and not transfer, and the Buyer will not purchase or acquire, the Excluded Assets and (b) the Seller will retain and not assign, and the Buyer will not be obligated or become liable for, the Excluded Liabilities. The Seller hereby appoints the Buyer and the Buyer’s directors, managers, officers, successors and assigns as the Seller’s true and lawful attorney, each with the full power of substitution to act in the Seller’s name and on its behalf with respect to the reduction to possession of any of the Purchased Assets pursuant to the terms and conditions of the Purchase Agreement and to execute any documents and instruments and to do all such other acts and things as may be necessary to effectuate the foregoing. The Buyer’s rights and powers under this paragraph shall be related to the Purchased Assets and not the Excluded Assets. All capitalized terms used and not otherwise defined herein will have the respective meanings ascribed to such terms in the Purchase Agreement. This Xxxx of Sale is subject to all of the terms, conditions and limitations set forth in the Purchase Agreement (including, but not limited to, the representations, warranties, covenants and indemnities set forth in the Purchase A...
Xxxx of Sale and Assignment and Assumption Agreement. THIS XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2018, by and among Xxxxxxx Biotech Inc., a Pennsylvania corporation (the “Seller”) and Orbit Biomedical Limited, a limited company organized under the Laws of England and Wales (“Purchaser”).
Xxxx of Sale and Assignment and Assumption Agreement. Seller shall have delivered to Purchaser a Xxxx of Sale and Assignment and Assumption Agreement in form and substance reasonably acceptable to Purchaser and Seller (the “Xxxx of Sale”), executed by Seller.
Xxxx of Sale and Assignment and Assumption Agreement. An executed ---------------------------------------------------- counterpart of the Xxxx of Sale and Assignment and Assumption Agreement.
Xxxx of Sale and Assignment and Assumption Agreement. An executed Xxxx of Sale and Assignment and an executed Assumption Agreement in the forms of Exhibit 9.2(b)(1) and Exhibit 9.2(b)(2), respectively, for each of the exchange transactions, and such other instruments of transfer, assignment or assumption for each exchange transaction, in form and substance mutually satisfactory to Insight and TCI, as TCI may reasonably require to further document the transfer and assignment of the Insight Assets to TCI and Insight's assumption of the Insight Assumed Obligations and Liabilities.
Xxxx of Sale and Assignment and Assumption Agreement. The Company shall execute and deliver a Xxxx of Sale and an Assignment and Assumption Agreement, in the form attached hereto as Exhibit A, and such other instruments, in each case in form and substance satisfactory to Purchaser, as may be requested by Purchaser and Plug Power to transfer the Purchased Assets to Purchaser and Plug Power or evidence such transfer on the public records.
Xxxx of Sale and Assignment and Assumption Agreement. Each of the Seller and the IP Seller and the Purchaser shall execute and deliver the Xxxx of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit B.
Xxxx of Sale and Assignment and Assumption Agreement. Buyer shall have executed the Xxxx of Sale and Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A.
