Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Company shall, and Shareholder shall cause Company to, sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer's request, to Fargo), free and clear of all liens and encumbrances, and Buyer shall purchase and accept all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of Company, together with all rights and privileges associated with such assets and with the business of the Company, other than the Excluded Assets (as hereinafter defined) (collectively the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Date, Company shall, and Shareholder shall cause Company to, sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer's request, to Fargoone or more wholly-owned subsidiaries of Buyer as designated by Buyer), free and clear of all liens and encumbrances, and Buyer shall purchase and accept from Company all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of CompanyCompany used, held for use or acquired or developed for use in the Business, together with all rights and privileges associated with such assets and with the business of the Companyassets, other than the Excluded Assets (as hereinafter defined) (collectively collectively, the "Purchased Assets"). The Purchased Assets shall include, but not be limited towithout limitation, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Ladish Co Inc)

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) ), Company shall, and Shareholder Members shall cause Company to, sell, transfer, convey, assign, assign and deliver to Buyer (or upon Buyer's request, to Fargoone or more wholly owned subsidiaries of Buyer as designated by Buyer), free and clear of all liens and encumbrances, and Buyer shall purchase and accept accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether realpersonal, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of Company, together with all rights and privileges associated with such assets and with the business of the CompanyBusiness, other than the Excluded Assets (as hereinafter defined) (collectively collectively, the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (National Research Corp)

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) ), Company shall, and Shareholder Members shall cause Company to, sell, transfer, convey, assign, assign and deliver to Buyer (or upon Buyer's ’s request, to Fargoone or more wholly owned subsidiaries of Buyer as designated by Buyer), free and clear of all liens and encumbrances, and Buyer shall purchase and accept accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether realpersonal, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of Company, together with all rights and privileges associated with such assets and with the business of the CompanyBusiness, other than the Excluded Assets (as hereinafter defined) (collectively collectively, the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (National Research Corp)

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Company shall, and Shareholder Shareholders shall cause Company to, sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer's request, to Fargoone or more wholly-owned subsidiaries of Buyer as designated by Buyer), free and clear of all liens and encumbrances, and Buyer shall purchase and accept all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) of Company, together with all rights and privileges associated with such assets and with the business of the Company, other than the Excluded Assets (as hereinafter defined) (collectively the "Purchased Assets"). The Purchased Assets shall include, but not be limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Ladish Co Inc)