Assets Transferred Clause Samples
The 'Assets Transferred' clause defines which specific assets are being conveyed from one party to another as part of a transaction. It typically lists or describes the tangible and intangible items included in the transfer, such as equipment, inventory, intellectual property, or contractual rights, and may also clarify any exclusions. This clause ensures both parties have a clear understanding of what is and is not being transferred, thereby preventing disputes and ensuring the transaction proceeds smoothly.
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Company will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of the Company's right, title and interest in, and to all of the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise, and whether now existing or hereafter acquired (other than the Excluded Assets) used primarily in connection with the Business, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date including but not limited to such properties, assets and rights in the following categories (collectively with any proceeds and awards referred to in SECTION 1.09, the "ASSETS"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, at the Closing, all of Seller’s right, title and interest in, to and under the following assets and properties of Seller used or held for use in connection with the Business, except as otherwise provided in Section 1.2, as the same shall exist on the Closing Date (collectively, the “Assets”):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will, or will cause its subsidiaries to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's, or its applicable subsidiary's, right, title and interest in, to and under the following Assets and Properties of Seller (or its subsidiaries) used or held for use in connection with the Business (except as otherwise provided in Section 1(a)(xvi)), as the same shall exist on the Closing Date (the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's right, title and interest in, to and under the following Assets of Seller which were used by Seller in connection with the Siemens Laser Printer Maintenance Business as the same shall exist on the Closing Date (collectively, the "Assets"):
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under the following Assets and Properties of Seller used or held for use in connection with the Business, except as otherwise provided in Section 1.1(b), as the same shall exist on the Closing Date (collectively, with any proceeds and awards referred to in Section 1.8, the “Assets”):
(i) (Intentionally Omitted);
Assets Transferred. Upon receipt of written instructions from the Annuitant in a form deemed satisfactory by the Trustee, the Trustee shall transfer, in the manner prescribed by the Tax Legislation, all or part of the Assets of the Fund or an amount equivalent to the value of such assets at that time, as well as all information necessary for the continuance of the Fund, to any person legally authorized to become an issuer under another RRIF of which the Annuitant may be the beneficiary, after deducting all amounts to be retained in application of paragraphs 146.3(2)(e.1) or 146.3(2)(e.2) of the Tax Act, as applicable, as well as any fees and disbursements to which the Trustee is entitled.
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the assets of Seller used in connection with the Business, as the same shall exist on the Closing Date (collectively, the “Assets”) including, without limitation, the following assets used in connection with the Business, but specifically excluding the Excluded Assets (as such term is defined in Section 1.01(b)):
(i) All equipment, machinery, furniture, fixtures and other tangible personal property used in connection with the Business (“Tangible Personal Property”);
(ii) All operating cash, commercial paper, certificates of deposit and other bank deposits and other cash equivalents;
(iii) All trade and other accounts receivable and all rights to receive payments arising out of the conduct of the Business, including any rights of Seller with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith (the “Accounts Receivable”);
(iv) All Inventory of Seller;
(v) All Contracts to which Seller is a party and which are utilized in the conduct of the Business, and all of the Assumed IT Contracts regardless of whether in the name of Seller or Parent (collectively, the “Assumed Agreements”);
(vi) All Intellectual Property used in the conduct of the Business on a worldwide basis, including but not limited to all rights in and to the name “Jadeon”, all rights to the domain names w▇▇.▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, and all rights in and to the website currently operated by Seller at w▇▇.▇▇▇▇▇▇.▇▇▇ (collectively, the “Intellectual Property Assets”);
(vii) All transferable Licenses (including applications therefor) utilized in the conduct of the Business;
(viii) All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets;
(ix) All rights of Seller under any claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to the Business, other than those relating to the Excluded Assets or the Retained Liabilities;
(x) All unfilled customer orders relating to the Business and all deposits and other payments relating thereto;
(xi) All prepaid...
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens (other than Bank Liens), all of Seller's right, title and interest in, to and under all of the Assets and Properties of Seller used or held for use in the Business, including without limitation (collectively, the "Acquired Assets"):
(i) any and all raw materials, Inventory, equipment, tools, furniture and other tangible personal property, and all warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with such property to the extent transferable;
(ii) trade accounts receivable and other evidence of indebtedness or rights to receive payment;
(iii) the real property described in Section 1.01(a) of the Disclosure Schedule, and all of the rights arising out of the ownership thereof or appurtenant thereto (the "Real Property"), together with all buildings, structures, facilities, fixtures and other improvements thereto (the "Improvements");
(iv) intangible personal property; Vehicles; tangible property leases;
(v) Real Property Leases;
(vi) Business Contracts of Seller and the employment agreements of W. Paul ▇▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ted on Section 2.14(a)(i) of the Disclosure Schedule;
(vii) prepaid expenses of the Business;
(viii) all franchises, permits and licenses of the Business (to the extent transferable);
(ix) cash, commercial paper, treasury bills, bank deposits and other cash equivalents of Seller, if any, and all bank accounts of Seller, including the bank account receiving payments of receivables;
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will, and Parent will cause Seller to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, all of Seller's right, title and interest in, to and under all of the Assets and Properties of Seller used or held for use in connection with the Business, free and clear of all Liens and encumbrances, except as otherwise provided in SECTION 1.01(b), as the same shall exist on the Closing Date (collectively with any proceeds and awards referred to in SECTION 1.10, the "ASSETS"), including, without limitation, the following:
Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Parent and Purchasers, and Parent and Purchasers will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Sellers' right, title and interest in, to and under the assets and properties of Sellers used in connection with the Business, as the same shall exist on the Closing Date (the "Assets") including, without limitation, the following assets used in connection with the Business, but specifically excluding the Excluded Assets (as such term is defined in Section 1.01(b)):