The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, Buyer (or its designated Affiliate or Affiliates) agrees to purchase from Seller and Seller shall, and shall cause each Subsidiary of Seller to, convey, transfer, assign, and deliver to Buyer at the Closing, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s and such Subsidiaries’ respective rights, titles, and interests in, to and under all of the assets and properties of Seller and such Subsidiary, wherever located, real, personal, or mixed, tangible or intangible, known or unknown, owned, held, or used by Seller or such Subsidiary in or arising from the conduct of the Business and as Seller currently proposes to conduct the Business as the same shall exist at the Closing, other than the Excluded Assets (the “Purchased Assets”), including:
Appears in 3 contracts
Sources: Asset Purchase Agreement (Xperi Inc.), Asset Purchase Agreement (Xperi Inc.), Asset Purchase Agreement (Xperi Inc.)