Purchase and Sale of Conveyed Assets Clause Samples

Purchase and Sale of Conveyed Assets. 2 SECTION 2.1. Initial Transfer of Conveyed Assets.....................................2 SECTION 2.2. Subsequent Transfers of Conveyed Assets.................................2 SECTION 2.3. Timing of Conveyances...................................................3 SECTION 2.4. Consideration for, and Characterization of, Purchases...................3 SECTION 2.5. No Recourse...........................................................

Purchase and Sale of Conveyed Assets. (a) The Seller hereby irrevocably sells, assigns, transfers, conveys and delivers to the Purchaser, absolutely and not as collateral security, without recourse, and the Purchaser hereby acquires, accepts and receives all rights, titles and interest in and to the Class B Membership Interest (collectively, the “Conveyance”). (b) The Purchaser agrees to make a payment of $10.00 (the “Purchase Price”) on the date hereof (the “Effective Date”) to the Seller for the Class B Membership Interest in connection with the Conveyance. In exchange for the payment by the Purchaser of the Purchase Price, the Class A Member shall cause the Seller to issue a certificate representing the Class B Membership Interest to the Purchaser in accordance with Section 2.3(a) of the Operating Agreement. (c) The Purchaser hereby agrees to hold the Class B Membership Interest and to exercise all rights, duties and obligations of a holder of the Class B Membership Interest in accordance with the Operating Agreement. The Purchaser hereby acknowledges, and agrees to be bound by, the duties, restrictions and limitations relating to the Class B Membership Interest or a holder of the Class B Membership Interest in the Operating Agreement, including those set forth in Sections 2.8, 2.9, 6.1(b), 6.2(b), 7.1(c) and 9.3 of the Operating Agreement.

Purchase and Sale of Conveyed Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Parent shall sell, convey, assign and transfer to the Buyer, and the Buyer shall purchase, acquire and accept from Parent, free and clear of all Liens other than the Permitted Liens, all of Parent’s right, title and interest in and to the following assets, properties and rights owned or held by Parent (collectively, the “Conveyed Assets”): (a) the furniture, equipment, laboratory equipment, machinery, computer hardware, supplies, personal property and other tangible property owned, leased or licensed by Parent and used or held for use in, or which are attributable to, the Business (the “Equipment”) set forth on Schedule 2.2(a); (b) the rights and benefits inuring to Parent, its Affiliates or the Company under Contracts, licenses, agreements and commitments primarily relating to, or which are primarily attributable to, the Business including, without limitation, those Contracts set forth on Schedule 2.2(b)(1) (“Assumed Contracts”) but excluding (i) the Contracts set forth on Schedule 2.2(b)(2) and (ii) any Contracts (other than that certain License Agreement, dated as of January 1, 2000, between Parent, as licensee, and the Company, as licensor, which shall be an Assumed Contract) the parties to which consist only of the Parent and its Affiliates, including the Selling Sub and the Company; (c) all materials, works in progress, supplies, finished goods, samples or stores primarily relating to, or which are primarily attributable to, the Business (“Inventory”), including Inventory of the Business held at any location controlled by Parent or any of its Affiliates and any Inventory of the Business previously purchased and in transit to Parent or any of its Affiliates, including, without limitation, all chitosan and starch capsule Inventory and any Inventory reflected in the Balance Sheet; (d) all rights in Intellectual Property primarily used or held for use in, or primarily attributable to, the conduct the Business (including, without limitation, the Intellectual Property set forth on Schedule 4.1(j) and any pharmaceutical Intellectual Property used in the Company’s patented or proprietary chitosan or pectin nasal technology or starch-capsule coating oral technology) other than the Parent IP (the “Business Intellectual Property” and the licenses (e) relating to Intellectual Property so licensed by Parent sometimes referred to as the “Intellectual Property Licenses”); (f) all prepaid ...

Purchase and Sale of Conveyed Assets. Upon the terms and subject to the conditions set forth herein, including Buyer’s payment of the Base Purchase Price as set forth in Section 2.7, at the Closing and effective as of the Effective Time, Sellers are selling, conveying, assigning, transferring, and delivering to Buyer the Conveyed Assets, free and clear of all Encumbrances except for Permitted Encumbrances, and in exchange therefor, Buyer is purchasing, acquiring, and accepting the Conveyed Assets, free and clear of all Encumbrances except for Permitted Encumbrances, and accepting, assuming, and agreeing to pay, perform, or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof and hereof, the Assumed Liabilities.

Purchase and Sale of Conveyed Assets