Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted Exceptions, all of the Sellers' right, title and interest in and to all of the assets, properties, rights, contracts and claims employed in, identified on the books and records of, and owned by, the Sellers and used in the Business (except as otherwise set forth in Section 1.3 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on the Closing Date (collectively, the "Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof, the Assets shall include, without limitation, all of the Sellers' right, title and interest in and to all assets, properties, rights, contracts and claims set forth on Schedules 1.1
(a) through 1.1(p) hereto which is a listing as of May 31, 1996:
(a) all furnishings, furniture, office equipment and supplies, and equipment and other tangible personal property set forth on Schedule 1.1(a) hereto;
(b) all trade accounts receivable and all notes receivable (whether short-term or long-term) from third parties and all deposits with third parties owed to the Business, together with all unpaid interest accrued thereon from the respective obligors and all security or collateral therefor, including those set forth on Schedule 1.1
(b) (collectively, the "Accounts Receivable");
(c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith;
(d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectively, the "Leased Real Property"), including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits and options to renew or purchase in connection therewith;
(i) all patents and patent applications owned by the Sellers or licensed to the Sellers by third parties relating to the Business, in each case as listed on Schedule 1.1(e) hereto, (ii) all trade secrets, know-how,...
Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon the terms and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title and interest of Seller in and to the certain assets relating to the fiber portion of Seller's digital network, including, without limitation, in and to all of the assets, properties, rights, contracts and claims employed in connection with such assets, wherever located, whether tangible or intangible, as the same shall exist as of the Closing. The assets, properties, contracts and claims to be purchased pursuant to this Agreement are hereinafter collectively referred to as the "Fiber Assets." The Fiber Assets shall include, without limitation, all right, title and interest of Seller and its Subsidiaries in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (g) but in each case, only to the extent exclusively used in, held for exclusive use in or exclusively related to the Fiber Assets:
(a) all rights in, to and under all contracts, commitments and other agreements of Seller set forth below:
(i) Agreement between Pacific Fiber Link, LLC (A/K/A Worldwide Fiber, Inc.) and Pathnet, Inc., dated March 31, 1999 as amended by Letter, dated
(ii) Dark Fiber Network Agreement by and between Pathnet, Inc., Tri-State Generation and Transmission Association, Inc. and other Participating Members Systems named therein, dated August 5, 1999, Letter Agreement between Pathnet, Inc. and Tri-State Generation and Transmission Association, Inc. dated December 31, 1999 and Letter Agreement between Pathnet, Inc. and Tri-State Generation and Transmission Association, Inc. dated January 17, 2000, including the associated right of way pursuant to Fiber Optic Cable Construction and Use Agreement between Public Service Company of New Mexico and Pathnet, Inc. dated June 9, 1999 and Fiber Optic Cable License Agreement between Public Service Company of New Mexico and Pathnet, Inc. dated December 23, 1999.
(iii) Agreement between CapRock Telecommunications Corp and Pathnet, Inc. dated November 18, 1999 and Joint Marketing Agreement between Pathnet, Inc. and CapRock Telecommunications, Corp, dated November 18, 2999 and Letter Agreement between Pathnet, Inc. and CapRock Telecommunications, Inc., dated January 17, 2000.
(b) all inventories of work-in-progress, raw materials, finishe...
Acquisition and Transfer of Assets. At the Closing (as hereinafter defined), upon the terms and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller all right, title and interest of Seller in and to all the fiber optic cable purchased under the Lucent Agreement (collectively referred to herein as the "Fiber Assets").
Acquisition and Transfer of Assets. For the consideration hereinafter provided and upon the terms and subject to the conditions hereinafter set forth, at the Closing the Seller shall sell, assign, transfer, convey and deliver to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the Business, including, without limitation, in and to all of the assets, properties, rights, contracts and claims, employed principally in the Business (except as otherwise specifically set forth in Section 1.2 hereof), wherever located, whether tangible or intangible, as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as the "Assets"), except that Purchaser II shall only acquire the Intangible Assets (as hereinafter defined) and Purchaser I shall acquire all of the other Assets. The Assets shall include, without limitation, all of the Seller's rights, title and interest in and to the assets, properties, rights, contracts and claims described in the following paragraphs (a) through (j) but in each case, only to the extent principally used in, held for principal use in or principally related to the Business:
Acquisition and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller shall transfer and convey to Buyer, and Buyer shall acquire from Seller, all of Seller's right, title and interest in and to the following assets, both tangible and intangible, of Seller used in the business (referred to collectively as the "Assets"):
(a) All computer equipment owned or used in connection with operating the Business including all equipment specifically listed on Schedule A.
(b) All computer software owned or licensed in connection with operating the Business including but not limited to that listed on Schedule B.
(c) All web hosting customers, customer accounts and lists, support databases, billing databases, credit card database.
(d) The existing Genuity Master Service Agreement.
(e) The domain name "xxxxxxx.xxx" and any and all trade names, trademarks, copyrights, trademark registrations, designs, web pages or rights to use in relation to the name "Xxxxxxx.xxx".
(f) Copies of all books and records related to the Business. Seller will provide timely access to those records necessary for the ongoing operations of the Business at Buyer's request.
(g) All accounts receivable as of Closing.
(h) All payments made in the month of Closing for Services provided after Closing. Example: If Closing takes place on July 31, 1998, Seller shall pay Buyer in cash at Closing an amount equal to all payments received for August, 1998 services.
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions of this Agreement and except as set forth in Section 2.02 and subject to Section 11.02 hereto, at the Closing Ignition shall sell, transfer, assign, deliver and otherwise convey to Purchaser, and Purchaser shall purchase, acquire and accept from Ignition, all of Ignition's right, title and interest in, to and under, and all obligations under or relating to, all of the following assets and properties wherever located, as the same shall exist as of the Closing (the "PURCHASED ASSETS"):
(a) The tangible personal property listed on SCHEDULE 2.01(A) (the "ASSIGNED PERSONAL PROPERTY");
(b) The items of intellectual property listed on SCHEDULE 2.01(B) (the "ASSIGNED INTELLECTUAL PROPERTY");
(c) The Contracts listed on SCHEDULE 2.01(C), which list includes the Freddie Mac Agreements (the "ASSIGNED CONTRACTS");
(d) All xxxxx, records, files, reports, plans, legal records, accounting records, consultants' reports and other data relating to the Purchased Assets or operation of the Business by Ignition and set forth on SCHEDULE 2.01(D); PROVIDED, HOWEVER, if any items set forth on Schedule 2.01(d) contain material information about (i) Freddie Mac or any of its Affiliates (other than Ignition) or any of txxxx xxspective business activities, (ii) a business other than the Business, or (iii) any assets, properties and rights other than the Purchased Assets, Ignition shall retain such books and records and provide to Purchaser as soon as reasonably practicable following Closing an accurate and complete copy of the portions of such books and records related to the Business or any other Purchased Assets;
(e) All rights related to the prepaid expenses as of November 30, 2003 and listed on SCHEDULE 2.01(E) and the proceeds of any insurance coverage in respect of a Purchased Asset or an Assumed Liability;
(f) All Accounts Receivable existing on November 30, 2003, subject to SCHEDULE 8.01(D); and
(g) Any rights, claims, causes of action or rights of set-off relating to any of the foregoing.
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets, properties, rights, contracts and claims described in paragraphs (a) through (l) of this Section 1.1, wherever located, whether tangible or intangible, as the same shall exist as of the Closing but, in each case, only to the extent exclusively used in, held for use in or related to the Ethamolin product line of Seller described in Schedule 1.1 (the "Product Line") (such right, title and interest in and to all such assets, properties, rights, contracts and claims being collectively referred to herein as the (the"Assets"):
Acquisition and Transfer of Assets. 10 2.1 Acquisition and Transfer of Assets ................. 10 2.2
Acquisition and Transfer of Assets. Upon the terms and subject to the conditions hereinafter set forth, ETG shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase, acquire and accept from ETG, free and clear of all liens, claims, charges and encumbrances (subject to only those liens for liabilities which the Company specifically agrees in writing to assume or as otherwise set forth in Section 2.3(a)), all of ETG's right, title and interest in and to all of the assets, properties, rights, Contracts and claims used or held for use in or related to the Business (except as otherwise set forth in Section 2.2 hereof), of every kind, character and description, wherever located, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, Contracts and claims, being collectively referred to herein as, the "Assets"). Except as disclosed in Section 2.2 hereof, the Assets shall include all of the ETG's rights, title and interest in and to the assets, properties, rights, Contracts and claims described in the following paragraphs (a) through (i) used or held for use in or related to the Business as of the Closing:
Acquisition and Transfer of Assets. Transferor shall sell, convey, transfer, assign and deliver to LVGAC, free and clear of any and all Encumbrances, and LVGAC shall acquire from Transferor, all right, title and interest in the following (“Acquired Assets”):
a. AXXXXX NETWORK HOLDINGS INC (“TRANSFEROR”). All right title and interest to any and all tangible and intangible assets of TRANSFEROR, but excluding cash on hand, accounts receivables and any other receivables. After this transfer is made, LVGAC will be the sole owner of all Acquired Assets thereof.
