Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).
Appears in 4 contracts
Sources: Asset Purchase Agreement (Neuralbase Ai Ltd.), Asset Purchase Agreement (Neuralbase Ai Ltd.), Asset Purchase Agreement (Quantumzyme Corp.)
Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on On the basis of the representations, warranties, covenants, covenants and agreements herein containedand subject to the satisfaction or waiver of the conditions set forth in this Agreement, Seller hereby agrees to at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer hereby agrees to purchaseshall purchase and acquire from the Sellers, accept, and take from Seller, all of the Acquired Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (I Many Inc)
Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired AssetsAssets to the extent that such assets, properties and rights exist as of the Closing Date as set forth on Schedule 1.1, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Authentic Holdings, Inc.), Asset Purchase Agreement (Blue Chip Technologies Corp.)
Acquired Assets. At the Closing, on the terms On and subject to the terms and conditions of this Agreement, and on at the basis of Closing (as defined in Section 2.2), the representations, warranties, covenantsBuyer shall purchase from the Seller, and agreements herein contained, the Seller hereby agrees to shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, all right, title and Buyer hereby agrees interest in and to purchase, accept, and take from Seller, all of the assets, business, goodwill and rights of the Business held by such Seller including the assets described on Schedule 1.1 (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing, free and clear of any Encumbrances (other than the Assumed Liabilities all liens, claims and Permitted Encumbrances)encumbrances, except as otherwise agreed.
Appears in 1 contract
Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, covenants and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).
Appears in 1 contract
Acquired Assets. At the Closing, on the terms On and subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenantsBuyer agrees to purchase from Sellers, and agreements herein contained, Seller hereby agrees Sellers agree to sell, conveytransfer, assign, transfer convey and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets at the Closing for the consideration specified in Section 2.3 and also in consideration of the covenants of Buyer set forth herein. Sellers shall specifically retain, and the Acquired Assets shall not include, any of the Excluded Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).
Appears in 1 contract
Sources: Asset Purchase Agreement (West Pharmaceutical Services Inc)