Acquired Assets Sample Clauses

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.

Acquired Assets. Subject to the terms of this Agreement, at the Closing, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, free and clear of all Liens (other than Permitted Liens), all of Seller's right, title and interest in and to all of Seller's, properties and assets of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever located), except for those assets which are specifically excluded as provided in Section 1.3 hereof, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP (collectively, the "Assets"), including without limitation, the following: (i) all goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments, obligations, joint ventures, partnerships, arrangements or other understandings (whether written or oral) (including amendments and supplements, modifications, and side letters or agreements) (the "Business Contracts"), including those identified in Section 1.1(a)(ii) of the written statement delivered to Buyer by Seller herewith and dated as of the date hereof (the "Seller Disclosure Schedule"); (iii) all trade accounts receivable and all notes, bonds and other evidences of indebtedness and rights to receive payments arising out of sales ("Accounts Receivable"), including those identified in Section 1.1(a)(iii) of the Seller Disclosure Schedule; (iv) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials and similar materials; (v) all rights, title and interests in and to all real property leases, including improvements, fixtures, fittings thereon and appurtenances thereto, including those identified in Section 1.1(a)(v) of the Seller Disclosure Schedule; (vi) all rights to all telephone numbers related to the Business and the rights to the names "Monarchy" and "Manchester;" (vii) all intangible assets, including Intellectual Property, including the Intellectual Property listed on Section 1.1(a)(vii) of the Seller Disclosure Schedule; (viii) all payments, deposits (including security deposits) and prepaid expenses and all rights to insurance proceeds related to Assets, if any; (ix) all raw materials, components, work-in-process, finished products, ...

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interest in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets”): (a) the Site and the Facility; (b) those easements and other Contracts relating to the Site set forth in Section 2.1(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facility or the Site, including any property purchased but not yet located at the Facility or the Site (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Site and the Facility; (e) all Contracts entered into by Seller related to the Facility or the Site, as set forth in Section 2.1(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facility or the Site or used in connection with the Facility or the Site (collectively, “Inventory”); (g) all of Seller’s rights to use and sell electricity, capacity or ancillary services with respect to the period commencing after the Effective Time; (h) all Intellectual Property related solely to the Site or Facility or used primarily in connection with the Business; (i) all Emission Allowances held by or allocated or issued to Seller or with respect to Seller’s Interest in the Site or Facility in connection with the Business or the Acquired Assets for the year in which Closing occurs and each year thereafter or otherwise needed to offset Seller’s share of emissions with respect to the Facility under the Emissions Agreement prior to the Closing Date; (j) the rights which, if not for the transactions contemplated herein, wo...

Acquired Assets. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Sellers, the Acquired Assets.

Acquired Assets. The “Acquired Assets” means all assets, properties and Intellectual Property Rights of Seller other than the Excluded Assets, including, without limitation, all assets used by Seller in or for its Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the following assets:

Acquired Assets. At the Closing, CANNASSIST shall be the beneficial owner (by virtue of its ownership of 100% of the issued and outstanding membership interests of XCEPTOR) of all of the assets, properties, business, goodwill, rights, titles and interests of every kind or nature owned, leased, licensed or otherwise held by either XCEPTOR (including indirect and other forms of beneficial ownership) or used in the business of XCEPTOR, whether tangible, intangible, real, personal or mixed and wherever located, including (without limitation) XCEPTOR’s right, title and interest in, to and under all of the following (collectively, the “Acquired Assets”): (i) all tangible personal property, including all machinery, equipment, tools, spare parts, furniture, fixtures, vehicles, accessories, office materials, packaging and shipping materials, office equipment, computers, telephones, facsimile machines, file cabinets, artwork and drawings and other tangible personal property, together with any express or implied warranty by the manufacturers or sellers of such tangible personal property or any component part thereof (to the extent transferable); (ii) all inventory and supplies, including finished goods, work in process and raw materials used or held for use by XCEPTOR; (iii) all accounts receivable, notes receivable and other amounts receivable from third parties, including customers and employees, and all correspondence with respect thereto; (iv) all rights existing under all contracts to which XCEPTOR is a party; (v) all claims, deposits, prepayments, prepaid expenses, warranties, guarantees, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds); (vi) the intellectual property of XCEPTOR, including any trademarks or company names used by XCEPTOR; (vii) the business of XCEPTOR as currently, or contemplated to be, conducted as a going concern and all of the goodwill associated therewith; (viii) all permits related to the business of XCEPTOR held by XCEPTOR; (ix) all insurance, warranty and condemnation net proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets; (x) all books and records, including ledgers, correspondence, lists, studies and reports and other printed or written materials, including, without limitation, all lists and records pertaining to customers, personnel, agents, suppliers, distributors...

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof.

Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiary, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the Mx. Xxxxx’x name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photogra...

Acquired Assets. “Acquired Assets” means all of Seller’s right, title, and interest in and to the following, but excluding the Excluded Assets:

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing the Seller shall sell, assign, transfer, convey, and deliver to the Purchaser free and (where applicable) clear of all liens, claims, interests and encumbrances of any nature, and the Purchaser shall purchase and accept from the Seller the assets of the Seller (the "Seller Assets") as hereinafter described (collectively, the assets set forth in this Section 2.1 are referred to as "Seller's Assets"). Any liens or encumbrances assumed by Purchaser are identified in Schedule 2.2: (a) all legal and beneficial right, title, and interest of the Seller, whether prospective or actual, in and to the Seller Assets, whether tangible or intangible, real, personal or mixed, wherever situated, owned, held or used by the Seller or in which the Seller has any right, title or interest that is owned, directly or indirectly, leased or otherwise held primarily for use in the Business and specifically including the following: (i) all accounts receivable arising out of the operation of the Business existing on the date hereof including, without limitation, those listed or described on Schedule 2.1(a)(i), or arising in the ordinary course under the Customer Contracts after the date hereof (the "Accounts Receivable"); (ii) all rights and incidents of interest of the Seller to: (A) all of the services agreements between the Seller and a customer in any way relating to the Business (the "Customer Contracts") existing on the date hereof or arising in the ordinary course after the date hereof and listed or described on Schedule 2.1(a)(ii)(A) (which Schedule will be provided by Purchaser prior to the Closing Date); (B) the agreements, contracts and arrangements between the Seller and a vendor or other third party providing goods or services relating to the Business listed on Schedule 2.1(a)(ii)(B) (which Schedule will be provided by the Purchaser prior to the Closing Date); (C) all of the rights of the Seller regarding confidentiality and/or non-competition with respect to its current and former employees; and (iii) all equipment, computers, furniture, furnishings, fixtures, office supplies, vehicles and all other tangible personal property currently owned by, or on order to be delivered to, the Seller, that are used in the operation of the Business or are located on, or to be delivered to, any owned real property or premises subject to the real property leases (collectively, the "Tangible Personal ...