01Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in [the assets set forth on Section I.01 of the disclosure schedules ("Disclosure Schedules") attached hereto ][{DESCRIPTION OF ASSETS} ](the "Purchased Assets"), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance ("Encumbrance").
01Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from each Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights, of every kind and nature (whether real, personal or mixed, tangible or intangible (including goodwill)), which primarily relate to, or are primarily used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following (but excluding the Excluded Assets):
(a) all accounts or notes receivable, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”);
(b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(c) all Contracts set forth on Section 2.01(c) of the Disclosure Schedules and Intellectual Property Agreements set forth on Section 4.11(a) of the Disclosure Schedules (collectively, the “Assigned Contracts”);
(d) all rights under non-disclosure, non-solicitation or non-competition provisions of Contracts to which such Seller is a party with current or former employees or consultants or other Persons to the extent that such provisions relate to the Business (“Business Non-Disclosure Provisions”), regardless of whether such Contracts themselves constitute Assigned Contracts;
(e) all Intellectual Property Assets;
(f) all furniture, fixtures, equipment, supplies and other tangible personal property of the Business listed on Section 2.01(f) of the Disclosure Schedules (the “Tangible Personal Property”);
(g) [Reserved];
(h) all Permits required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those Environmental Permits listed on Section 2.01(h) of the Disclosure Schedules, but only to the extent such Permits may be transferred under applicable Law;
(i) all rights to any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, warranty, guarantee or investigation, and all other rights and privileges against third parties, in each case of any nature, civil, criminal, administrative, regulatory or otherwise, whether at ...
01Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, Bxxxx agrees to purchase from Seller, and Sxxxxx agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired Assets at the Closing in consideration of the payment of the Purchase Price as specified below in Sections 2.02 and 2.03.
01Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's rights, title, interest and benefit of any kind whatsoever in and to the following assets: (i) all trademark and tradename rights associated with the “Roots” and “Roots Nursery” marks (“Marks”), the going concern value associated therewith, goodwill, know-how, trade secrets, standard operating procedures, confidential and proprietary information, data, and social media accounts related to the Marks and the Business (the “Purchased Assets”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance of any kind (collectively, “Encumbrances”).
