Asset Purchase and Sale Clause Samples

Asset Purchase and Sale. Subject to Section 1.2, each of the Sellers shall take all such actions necessary to sell, convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances other than any Permitted Encumbrances, and Buyer shall acquire from each of the Sellers, all of the right, title and interest that Parent and its Subsidiaries possess in and to the assets primarily related to the Business (the “Purchased Assets”), including the following: (i) (A) the owned real property set forth on Schedule 1.1(b)(i) (the “Asset Sale Real Property”), together with the applicable Seller’s right, title and interest in all buildings, structures, improvements, paved parking lots and fixtures thereon and all other appurtenances thereto, and (B) the Real Property Leases to the extent transferable by the terms thereof; (ii) the furniture, equipment, machinery, supplies, materials, vehicles, spare parts, tools, office equipment, computer hardware, personal property and other tangible property, including all exterior and interior ground and building signs, in each case that are owned or leased by any of the Sellers and primarily related to the Business (the “Tangible Personal Property”); (iii) leases relating to the Tangible Personal Property; (iv) all Contracts to which any Seller is a party primarily relating to the Business; (v) all inventory primarily related to the Business and held for sale to customers of the Business, including spare parts, raw materials, containers, packaging and packaging supplies and work-in-process; (vi) all accounts and notes receivable primarily related to the Business (excluding Tax receivables, intercompany accounts and notes receivable from Parent or any of its Subsidiaries, other than the Purchased Entities and their Subsidiaries) and the full benefit of all security for such accounts and notes, including any claims, remedies and other rights to the extent related to any of the foregoing; (vii) the Intellectual Property exclusively used in the Business, and the Intellectual Property used primarily in the Business set forth on Schedule 1.1(b)(vii), that is owned by or licensed to any Seller or its Subsidiary other than Parent, together with claims against third parties for infringement of any of the foregoing and the right to bring actions and collect damages for past, present or future infringement for any of the foregoing, in each case to the extent transferable, subject to the Trademark Coexistence Agreement (to the extent applicable); (viii...

Asset Purchase and Sale. (a) Upon the prior consummation of ----------------------- the MLP Contribution, and simultaneously, (i) Basis shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Basis in and to the tangible Basis Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged, (ii) ▇▇▇▇▇▇ Pipeline shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of ▇▇▇▇▇▇ Pipeline in and to the ▇▇▇▇▇▇ Pipeline Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged, (iii) ▇▇▇▇▇▇ Texas shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of ▇▇▇▇▇▇ Texas in and to the ▇▇▇▇▇▇ Texas Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged, (iv) ▇▇▇▇▇▇ Transportation shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of ▇▇▇▇▇▇ Transportation in and to the ▇▇▇▇▇▇ Transportation Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged, and (v) ▇▇▇▇▇▇ Power shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of ▇▇▇▇▇▇ Power in and to the ▇▇▇▇▇▇ Power Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged. (b) In the event that the ▇▇▇▇▇▇ Purchase Cash is less than the ▇▇▇▇▇▇ Affiliate Cash, (i) the ▇▇▇▇▇▇ Purchase Cash shall be paid to ▇▇▇▇▇▇ Pipeline, ▇▇▇▇▇▇ Texas, ▇▇▇▇▇▇ Transportation and ▇▇▇▇▇▇ Power in the following percentages: ___ % to ▇▇▇▇▇▇ Pipeline, ___ % to ▇▇▇▇▇▇ Texas, ___ % to ▇▇▇▇▇▇ Transportation and ___ % to ▇▇▇▇▇▇ Power, and (ii) Genesis OLP shall issue to each of ▇▇▇▇▇▇ Pipeline, ▇▇▇▇▇▇ Texas, ▇▇▇▇▇▇ Transportation and ▇▇▇▇▇▇ Power Subordinated LP Units with an aggregate Per Unit Capital Amount equal to the difference, in each c...

Asset Purchase and Sale. 1 (S)1.1 Asset Purchase and Sale....................................... 1 (S)1.2 Excluded Assets............................................... 2 (S)1.3 Liabilities Assumed........................................... 3 (S)1.4 Purchase Price................................................ 3 (S)1.5 Closing....................................................... 4 (S)1.6 Conveyance Documents.......................................... 5 (S)1.7 Possession.................................................... 5

Asset Purchase and Sale. Seller and Buyer mutually agree for the Seller to sell, convey, transfer, assign and deliver to Buyer and Buyer to purchase substantially all of the property of Seller, wherever located, tangible and intangible, consisting of the following assets: vehicles, bottling equipment, spring properties, trademarks and other intellectual property, purchase orders, customer lists, and goodwill. (The assets being purchased and sold hereunder are sometimes referred collectively as "Assets" and are identified in Exhibit "A"). Assets of Seller not on the list are being retained by Seller.

Asset Purchase and Sale. On the terms and subject to the conditions described in this Agreement, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase from Seller, certain assets used in the operation of the Volu-Sol Business (the “Assets”), including without limitation the following: (a) All items of tangible personal property of Seller used in connection with or associated with the Volu-Sol Business, including furniture, fixtures, equipment, supplies, inventory, including without limitation all such items listed on Schedule 1.1(a), but excluding the items identified on Schedule 1.2(b); (b) The Multi-Tenant Industrial Gross Lease, dated November 9, 2010, for approximately 11,500 square feet of general office and warehouse space located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, between Seller as the tenant and Phoenix 2006 Partners, LLC, an Arizona limited liability company, as the landlord (the “Lease”); and (c) All rights of Seller under and with respect to any third party product warranties applicable to any of the Assets.

Asset Purchase and Sale. Effective as of the Closing Date, Tego hereby irrevocably sells, assigns, conveys and transfers to ▇▇▇▇ and ▇▇▇▇ hereby purchases from Tego, the Acquired Assets (For ease of reference, Exhibit B-1 lists known “Patent Assets” and Exhibit B-2 lists known “Proprietary Information”). For the avoidance of doubt, after the Closing Date, Tego shall retain no rights to any intellectual property rights it owns as of the Closing Date. To the extent it becomes aware of any intellectual property in which it has an ownership interest prior to the Closing Date, it shall assign such rights to ▇▇▇▇ pursuant to this Section 1.1. A Short Form Assignment Agreement to be filed by ▇▇▇▇ with the relevant patent offices’ evidencing the assignment of the Patent Assets to ▇▇▇▇ is attached as Exhibit C and shall be executed and delivered to ▇▇▇▇ on the Closing Date.

Asset Purchase and Sale. On the terms and subject to the conditions of this Agreement:

Asset Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on or before the Closing Date (defined below), all of the Seller's right, title, and interest in and to the assets listed on Schedule "A" ("Assets") (attached to this Agreement and incorporated into its terms by reference). For purposes of this Agreement, any Asset not itemized on Schedule "A" shall be an excluded Asset ("Excluded Asset"). Buyer shall not acquire any interest in an Excluded Asset under this Agreement.

Asset Purchase and Sale. Upon the terms and conditions of this Agreement, at the Closing (defined below), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, substantially all of the property of Seller (except the Excluded Assets described below), wherever located, tangible and intangible, consisting of the following assets: coolers, coffee equipment, accounts receivable, vehicles, purchase orders, telephone number, customer lists, and goodwill (the "Assets"), but excluding personal items, mementos and an office chair ("Excluded Assets"), which shall remain the property of Seller.