Acquired Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances except for Permitted Encumbrances, all of Seller’s right, title and interest in and to the assets used by Seller to carry out its VA Distribution Business in the Transferred Territory as of the Effective Time, except for the assets expressly excluded below or excluded in Section 2.2, including the assets more specifically described below and added after the date hereof pursuant to Section 2.6 (collectively, the “Acquired Assets”):
(a) the real property described on Schedule 2.1(a) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Owned Real Property”);
(b) all of Seller’s Easements in the Transferred Territory that are primarily related to the VA Distribution Business, including the easements listed on Schedule 2.1(b) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Transferred Easements”);
(c) all of the substations, control buildings, service centers and other buildings, fixtures and improvements located on the Owned Real Property or a Transferred Easement, unless such substation, building, fixture or improvement is (i) used in both Seller’s VA Distribution Business and Seller’s transmission business (a “Shared Location”) and (ii) included on Schedule 2.2(a); Schedule 2.1(c)(1) lists all of the service centers and substations in the Transferred Territory, whether located on Owned Real Property or a Transferred Easement, that are used only in the VA Distribution Business; Schedule 2.1(c)(2) lists all of the Shared Locations in the Transferred Territory;
(d) the Distribution Facilities;
(e) Buyer’s Shared Equipment;
(f) all Inventories, but excluding those Inventories not located at a facility listed on Schedule 2.1(c)(1) or 2.1(c)(2) or deemed to be included as an Acquired Asset pursuant to Section 2.6(c) hereof;
(g) except for the Excluded Tangible Personal Property, all other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and that are owned by Seller and used or held for use by Seller primarily in the VA Distribution Business ...
Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree.
(b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims.
(c) The Acquired Assets are not subject to any material liability, absolute or contingent.
(d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement.
(e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing.
(f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets.
(g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement.
(h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.
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. 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. The Acquired Assets comprise all of the assets, properties and rights of every type and description, real, personal, tangible and intangible used by Seller in and necessary to conduct the Business, as is currently being conducted and necessary to enable Buyer, following the Closing, to conduct the Business in the Ordinary Course of Business, as it is currently being conducted.
Acquired Assets. In accordance with the terms and conditions of this Agreement, Seller shall sell, transfer, convey and assign to Buyer and Buyer shall purchase, acquire and accept on the Closing Date, as hereinafter set forth, all of Seller's right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances (as defined below). For convenience, the business conducted by Seller with respect to the Acquired Assets is sometimes referred to as the “Acquired Business.”
Acquired Assets. At the Closing, Seller shall sell, assign, transfer --------------- and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets owned by Seller, wherever located (collectively, the "Acquired Assets"), except for the Excluded Assets. The Acquired Assets include, without limitation, the following:
(a) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers) that are leased by Seller to its customers in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental Inventory"); ------------
(b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "Inventory");
(c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date;
(d) All cash, certificates of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract;
(e) All patents, patent registrations or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;"
Acquired Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase and receive from the Seller, the Assets, including, but not limited to, the following:
(a) All items of tangible fixed assets, furniture, fixtures, machinery, equipment, computers, computer systems and vehicles of CCC and Connectsoft which are used in the operation of the Businesses, and which are set forth on Schedule 1.1
(a) hereto (collectively, the "Fixed Assets"), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) All inventory and supplies of the Seller;
(c) All trade names, trademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know how" of the Seller;
(d) The goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller; (f) All books, records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda of the Seller; and
(g) All other rights and assets of any kind, tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and records. On the Closing Date, the Seller shall execute and deliver to the Buyer a xxxx of sale in respect of the Assets, all in the form of Exhibit A annexed hereto and made a part hereof.
Acquired Assets. For purposes of this Agreement, the term “Acquired Assets” shall include the Contributed Assets set forth on Schedule 2.1(a)(i) and the Purchased Assets set forth on Schedule 2.1(a)(ii) and, subject to the provisions of Section 5.12(b), shall also include all right, title and interest of Seller in and to the following assets, properties and rights that are used in or related to the Business, other than the Excluded Assets, whether or not such assets are specifically listed on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii) and in which event and to the extent that any of the assets listed below are not so included on Schedule 2.1(a)(i) or Schedule 2.1(a)(ii), such assets shall be deemed for all purposes of this Agreement to be Contributed Assets to the extent such assets are of the same type and character (i.e. non-intangible assets) as those described on Schedule 2.1(a)(i), as if set forth on and incorporated by reference into Schedule 2.1(a)(i) and such assets shall be deemed for all purposes of this Agreement to be Purchased Assets to the extent such assets are of the same type and character (i.e. intangible assets) as those described on Schedule 2.1(a)(ii), as if set forth on and incorporated by reference into Schedule 2.1(a)(ii):
