Sale and Assignment of Assets and Properties Sample Clauses

The 'Sale and Assignment of Assets and Properties' clause defines the transfer of ownership and rights in specific assets and properties from one party to another. This clause typically outlines which assets are included in the sale, such as equipment, intellectual property, or contracts, and details the process for transferring title and possession. Its core function is to ensure a clear and legally binding transfer of assets, preventing disputes over ownership and clarifying the scope of what is being sold or assigned.
Sale and Assignment of Assets and Properties. The Sellers hereby sell, assign, transfer, convey and deliver unto the Purchaser and its successors and assigns, forever, the entire right, title and interest of the Sellers free and clear of all Liens (except Permitted Encumbrances other than Mechanics Liens) in and to the Purchased Assets.
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Sale and Assignment of Assets and Properties. The Sellers hereby sell, assign, transfer, convey and deliver to the Buyer and its successors and assigns free and clear of all Encumbrances (other than Closing Encumbrances) the entire right, title and interest of the Sellers in, to and under the Purchased Assets, other than those Purchased Assets sold, assigned, transferred, conveyed and delivered to the Canadian Buyer pursuant to the Canadian Sale Documents (the "Non-Canadian Purchased Assets").
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Sale and Assignment of Assets and Properties. The Seller does hereby sell, assign, transfer, convey and deliver to the Purchaser and its successors and assigns, forever, all of the right, title and interest of Seller and Affiliates of the Seller in and to the Assets, including, without limitation: (a) all rights of the Seller or Affiliates of the Seller in, to and under the Transferred Contracts; (b) all right, title and interest of the Seller or Affiliates of the Seller in the Owned Real Property; (c) all rights of the Seller or Affiliates of the Seller in, to and under the Leases; (d) all rights of the Seller or Affiliates of the Seller under all other contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable), to the extent related primarily to the Business; (e) all inventories used or held for use primarily in the Business which are owned by the Seller or Affiliates of the Seller as of the Closing Date; (f) all receivables, to the extent related primarily to the Business; (g) all right, title and interest of the Seller or Affiliates of the Seller in the personal property owned by the Seller or Affiliates of the Seller at the Closing Date used or held for use primarily in the Business, except for the Excluded Personal Property; (h) all right, title and interest of the Seller or Affiliates of the Seller in, to and under the Business Intellectual Property; (i) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations primarily used or held for use by the Seller or Affiliates of the Seller primarily in connection with, or required for, the Business, to the extent transferable; (j) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind primarily pertaining to or arising out of the Business; (k) all books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto primarily associated with or employed primarily in the conduct of the Business by the Seller or Affiliates of the Seller at the Closing Date; (l) all sales and promotional literature, customer lists and other sales-related materials used or held for use primarily in the Business by the Seller or Affiliates of the Seller at the Closing Date; (m) the assets of the Plans to the...
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Sale and Assignment of Assets and Properties. The Sellers do hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver and confirm (or hereby cause to be transferred, sold, assigned, conveyed and delivered) unto the Purchaser, its successors and assigns, forever, the entire right, title and interest of the Sellers in the Assets (which Assets shall not include the Excluded Assets) in accordance with, and with all of the protections afforded by, Sections 363 and 365 of the Bankruptcy Code.
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Sale and Assignment of Assets and Properties. The Seller does hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver and confirm unto the Purchaser, its successors and assigns, forever, the entire right, title and interest of the Seller in all of the Seller's properties, assets, and rights of every nature, kind and description, tangible and intangible (including goodwill) used by the Seller in the conduct of the Business, wherever such properties, assets and rights are located, whether real, personal or mixed, whether accrued, contingent or otherwise, as the same may exist on the Closing Date, other than the Excluded Assets (such rights, title and interests in and to all such assets, properties and claims being collectively referred to herein as the "Assets"), in accordance with, and with all of the protections afforded by, Sections 363 and 365 of the Bankruptcy Code. Subject to, and only as expressly limited by, the Excluded Assets, the Assets shall include all of the Seller's right, title, and interest in and to the assets, properties, rights and claims described in clauses (a) through (m) below: (a) the Subsidiary Assets; (b) all Assumed Contracts;
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Sale and Assignment of Assets and Properties. (a) The Seller does hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto the Purchaser, its successors and assigns, forever, the entire right, title and interest of the Seller in and to all the Assets. The Seller warrants that upon delivery to the Purchaser of the Assets sold, assigned, transferred, conveyed, granted, bargained, set over, released, delivered, vested and confirmed from the Seller to the Purchaser pursuant to this Bill ▇▇ Sale and Assignment, the Purchaser will own, with good and marketable title, or lease, under valid and subsisting leasehold interests, the Assets, free and clear of all Encumbrances, except as expressly contemplated by the Asset Purchase Agreement, including, without limitation, the Exhibits and the Disclosure Schedule that are a part thereof.
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Sale and Assignment of Assets and Properties. The U.S. Sellers hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto the Company and its successors and assigns, forever, the entire rights, titles and interests of the U.S. Sellers free and clear of all Liens, as set forth in the Approval Order (other than the U.S. Assumed Liabilities), in and to any and all of the U.S. Purchased Assets.
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Sale and Assignment of Assets and Properties. (a) Seller does hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto Buyer, its successors and assigns, forever, the entire right, title and interest of Seller in and to the following property and assets (the “Assets”): (a) all Purchased Intellectual Property; (b) all Documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including Documents relating to Products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, customer files and documents (including all customer contact and credit information not included in 2.1 (c) below in any form), supplier lists, records, literature and correspondence, whether or not physically located on any of the premises referred to in clause (d) above, but excluding (i) personnel files for Employees of Sellers who are not Transferred Employees, (ii) such files as may be required under applicable Law regarding privacy, and (iii) any Documents exclusively related to any Excluded Assets; and (c) subject to the provisions of Section 363(b)(1)(A) of the Bankruptcy Code, all goodwill and other intangible assets associated with the Business, including customer and supplier lists (whether paper, electronic or otherwise) and the goodwill associated with the Purchased Intellectual Property owned by Sellers.
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Sale and Assignment of Assets and Properties. The Seller hereby sells, assigns, transfers, conveys, grants, bargains, sets over, releases, delivers, vests and confirms unto the Purchaser and its successors and assigns, forever, the entire right, title and interest of the Seller free and clear of all Encumbrances (other than Permitted Encumbrances) in and to any and all of the Purchased Assets, subject to (i) co-ownership or cross-licensing rights of third parties existing on the date of the Asset Purchase Agreement pursuant to agreements specified in Section 3.12(c) of the Disclosure Schedule and (ii) Section 3.31 of the Asset Purchase Agreement.
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Related to Sale and Assignment of Assets and Properties

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • ▇▇▇▇ of Sale and Assignment ▇▇▇▇ of Sale and Assignment for the Property (the “▇▇▇▇ of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.