Acquired Assets Clause Samples
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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. On the Closing Date, in accordance with this Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will purchase, acquire and accept, all of Seller's and its Subsidiaries' respective right, title and interest in and to the following properties, assets and other rights, personal or mixed, tangible or intangible (collectively, the "Acquired Assets"):
(a) The Equipment of Seller and its Subsidiaries listed on Schedule 2.1(a), together with any Equipment transferred to Buyer pursuant to Section 2.4 (c) (the "Acquired Equipment");
(b) The inventory of Seller and its Subsidiaries listed on Schedule 2.1(b) (the "Acquired Inventory");
(c) The Contracts of Seller and its Subsidiaries (including any future claims arising from or related to such contracts) listed on Schedule 2.1(c) hereto and the Backlog related to such Contracts (the "Assumed Contracts");
(d) Copies or originals of all books, records, data (in any media), papers and instruments of whatever nature and wherever located to the extent related to the Acquired Assets;
(e) All licenses, sublicenses and other contract rights held by Seller and its Subsidiaries in connection with the Business listed on Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses and rights to use or operate under Insituform or NuPipe patents or trademarks, and intangible or intellectual property rights, including know-how, relating thereto or to the Business (the "Acquired Intellectual Property");
(f) All Permits required solely in connection with the Business in effect as of the Closing Date, to the extent such Permits are transferable (the "Acquired Permits"); and
(g) All rights to the name "Insituform", "Insituform East", "MidSouth" and "insitu" and all derivatives thereof.
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 right, title and 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, including, without limitation, the Facility and the improvements and fixtures located therein (collectively, the “Owned Real Property”);
(b) the machinery, equipment, vehicles, furniture, fixtures, office equipment, supplies, desktop and laptop computers, telephone hardware and other personal property (excluding Inventory used primarily in connection with the operation of the Business), other than the Excluded Personal Property (collectively, “Personal Property”);
(c) to the extent transferable under applicable Law, all Permits that are primarily used or held primarily for use in the operation of the Business as currently conducted, including, without limitation, those set forth on Schedule 2.1(c) and all Environmental Permits;
(d) all rights under the Contracts set forth on Schedule 5.12(a) and under each other Contract to which Seller is a party or is otherwise bound relating primarily to the Business and not required to be disclosed on such Schedule pursuant to the terms thereof and all confidentiality and non-disclosure agreements entered into with any third party in relation to such third party’s potential acquisition of the Business (collectively, the “Assumed Contracts”);
(e) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Acquired Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
(f) originals, or where not available, copies of all Business Books and Records;
(g) all inventories of supplies and materials located at or in transit to the Real Property and any other inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, in each case used primarily in connection with the Business as of the Closing Date (collectively, “Inventory”);
(h) all accounts or notes receivable with respect to the Business, and any security, Action, remedy or other right related to any of the foregoing (“Accounts Receivable”);
(i) all domestic and foreign Intellectual Property that is owned ...
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 M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photogra...
Acquired Assets. Seller, by this Agreement, does hereby convey, sell, transfer, assign, grant, release, set over, confirm and deliver to Buyer all of Seller’s right, title and interest in and to the following assets, properties, privileges, business and rights (of every nature and description, tangible or intangible, real, personal or mixed and wherever situated, located or existing) (collectively, the “Acquired Assets”):
(a) The technology described on Exhibit 1(a) hereto, including without limitation all current, future and prior versions of such technology and all derivative works of such technology (collectively, the “Base Technology”), and all know how, trade secrets, proprietary information, product documentation, software, methodologies, processes, tools, diagnostic, test and maintenance aids that are or have been used in connection with the development, licensing, maintenance or distribution of the Base Technology or are necessary for Buyer to develop, manufacture, maintain or distribute the Base Technology or any derivative works thereof, in each case, in order to permit Buyer, to the maximum extent possible, to develop, manufacture, maintain, distribute, or engage in similar activities with respect to the Base Technology in the future, or any derivative works thereof;
(i) All patents and patent applications, issued or pending, worldwide assigned to Seller claiming subject matter related to the Base Technology, if any; and (ii) all copyrighted materials and works-for-hire owned by Seller related to the Base Technology. Seller shall execute and deliver such instruments and take such other action as may be requested by Buyer to perfect or protect Buyer's intellectual property rights in the Acquired Assets and to carry out the assignments contemplated in this Section 1, and shall reasonably assist Buyer at Buyer's expense and their respective nominees to secure, and maintain, for Buyer's own benefit all such intellectual property rights in the Acquired Assets in any and all countries. Seller shall reasonably cooperate with Buyer at Buyer's expense in the filing and prosecution of any patent or copyright applications that Buyer may elect to file on the Acquired Assets.
(c) To the extent permitted under such agreements, the software license and maintenance agreements (and all rights and obligations of Seller thereunder) of Seller for third party software and/or technology included in or related to the Base Technology (collectively, the "Included License Agreements"); p...
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. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer, convey and deliver to Purchaser free and clear of all "Encumbrances" (as hereinafter defined), except the "Permitted Encumbrances" (as hereinafter defined) and Purchaser hereby agrees to purchase, acquire and receive an assignment, a conveyance and the delivery of the following assets of Sellers arising from, used in, relating to, or necessary for, the exploration, production and operation of those producing properties and or production units located in the South Lake Boeuf Field in La Fourche Parish, Louisiana as more fully described herein, but not including any Excluded Assets (all of such assets included in this Section 1.1 are hereinafter collectively referred to as the "Acquired Assets"):
10 (a) all of the machinery, tools, goods, equipment, furniture, fixtures, seismic reports logs, geological maps, geophysical data completion records and all other personal property owned by Araxas and OSOG, related to, on or at the Araxas Assets or the OSOG Assets, respectively, including without limitation the personal property set forth in Schedule 1.1
(a) (collectively, the "Personal Property");
(b) all rights of Sellers as to all depths and formations owned by Sellers and conveyed hereunder, in, under or to the real property leases including oil, gas and mineral leases, options and permits, together with any identical or concurrent rights and interests in and to all property and rights incident thereto, including without limitation well▇, ▇▇nds, formations, wellbore rights, royalties, production payments, options, operating or other agreements, easements in connection therewith, set forth in Schedule 1.1(b), together with all rights of Sellers in improvements, appurtenances, easements, licenses, unitization and pooling agreements (if any) and other rights and interests thereon and therein (the "Transferred Leaseholds").
(c) all rights of Sellers in, under or to (i) any oil and/or gas purchase and sales contracts, gas transportation contracts and other similar agreements listed on Schedule 1.1(c), and (ii) any other contract of Sellers designated by Purchaser in writing prior to the closing (singularly, an "Oil and/or Gas Contract," and collectively, tile "Oil and/or Gas Contracts");
Acquired Assets. As used in this Agreement, the “Acquired Assets” shall mean all of the assets, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, the following:
Acquired Assets. The Acquired Assets include all of the assets, properties and rights of every type, description, whether tangible, whether intangible, real personal or mixed and whether accrued, contingent or otherwise that are necessary for, used or usable in the conduct of the business of Seller in the manner in which such business has been and is now conducted. Seller owns good and marketable title to or has valid leasehold interests in all of the Acquired Assets free and clear of all Liens.
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.