ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Seller, subject to SECTION 3.2 hereof, all of the assets, properties and rights of Seller, including without limitation all of Seller's right, title and interest in and to the following:
(i) the fee simple interest in and to the properties described on SCHEDULE 3.1(i) (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIES");
(ii) all buildings, structures, fixtures and other improvements located on the Acquired Properties (the "IMPROVEMENTS");
(iii) all right, title and interest of Seller in and to (i) all easements, tenements, hereditaments, privileges and appurtenances in any way belonging to the Acquired Properties and the Improvements, (ii) any land lying in the bed of any highway, street, road, avenue or access way, open or proposed, in front of or abutting or adjoining the Acquired Properties and the Improvements, (iii) the use of all strips and rights of way, if any, abutting, adjacent, contiguous to or adjoining the Acquired Properties and the Improvements, and (iv) all other rights and appurtenances belonging or in any way pertaining thereto including, without limitation, all water, wastewater and other utility rights and capacities (the "APPURTENANCES");
(iv) all right, title and interest in, to and under all real property leases to which Seller is a party as a tenant or lessee on the Closing Date including, without limitation, those listed on SCHEDULE 3.1(iv) hereto (the "ASSUMED LEASES");
(v) all of the machinery, equipment, trade fixtures, tools, furniture, appliances, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property owned by Seller, or of which Seller has the current possession and use, on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(v) hereto (collectively, the "EQUIPMENT");
(vi) all motor vehicles and rolling stock owned by Seller on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto (collectively, the "MOTOR VEHICLES");
(vii) all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed in the Business and other similar items which exist on the ...
ACQUISITION ASSETS. 2 SECTION 3.2
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire from Seller, all ownership and transferability of the technology entitled "Needle Channel Attachment Device for a Disposable Syringe" including but not limited to all of the U.S. and foreign patents (attached hereto as Exhibit A) and a complete understanding of the Company's 510 K FDA application and the assignment of the 510 K application to Medi-Hut or its assignees (attached hereto as Exhibit B).
ACQUISITION ASSETS. In connection with each Acquisition, the applicable Seller has transferred to the Borrower valid title to the property and assets of such Seller purported to be conveyed thereby, free and clear of all mortgages, pledges, liens, charges, restrictions, conditions and other sale agreements, encumbrances, security interests, options or claims other than those permitted by Section 9.2 hereof.
ACQUISITION ASSETS. Either (a) the issued and outstanding capital stock of, or business assets of any corporation, partnership or business involved in the medical services industry or (b) any new equipment purchased by the Borrower that is to be used in the Borrower's medical services business.
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing NESI shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from NESI, the assets of NESI listed on Exhibit B attached hereto (the "Exhibit B Assets"), free and clear of any and all liens other than Permitted Encumbrances. After the Closing, NESI agrees to use commercially reasonable efforts to acquire title to the assets listed on Exhibit A attached hereto (the "Exhibit A Assets") and to transfer, convey, assign and deliver the Exhibit A Assets to Purchaser, free and clear of any and all liens other than Permitted Encumbrances, without additional consideration. The Exhibit A Assets and the Exhibit B Assets are sometimes collectively referred to herein as the "Acquisition Assets." NESI's failure to acquire title to the Exhibit A Assets shall not constitute a breach of this Agreement and shall not entitle Purchaser to any reduction in the Purchase Price."
ACQUISITION ASSETS. Subparagraph (ix) of Section 3.1 of the Purchase Agreement is hereby deleted in its entirety.
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Newpark shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Newpark, the assets of Newpark attached hereto (the " Acquisition Assets"), free and clear of any and all Liens, other than Permitted Encumbrances.
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement and the License Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing (as hereinafter defined), the Seller hereby sells, transfers, conveys, assigns and delivers to the Purchaser, and the Purchaser hereby acquires and purchases from the Seller, the following assets, properties and rights of the Seller:
(i) all inventory of Xonon Modules and H214 foil, in each case as described on Schedule 2.1(a);
(ii) the Patents listed on Schedule 2.1(b) (the “Assigned Patents”), together with all Technical Information (as defined in the License Agreement) associated with the Assigned Patents that is applicable solely to Small Gas Turbines and not applicable to other products or technologies, the right to secure copyright, trademark, patent, or other forms of protection therein, the right to continue the prosecution of any applications contained in the Assigned Patents, the right to secure renewals, reissues and extensions of the Assigned Patents, and the right to recover for infringement thereof;
(iii) copies of all books, records and papers of whatever nature and wherever located that are in the possession or control of the Seller, that relate to the inventory described in clause (a) above and that are required or reasonably necessary for the Purchaser to continue the manufacturing of the Xonon Modules from and after the Closing Date, as such manufacturing was conducted by Seller in the U.S. in the ordinary course of business prior to the Closing Date;
(iv) all rights under express or implied warranties from the suppliers of the Seller with respect to the inventory described in clause (a) above, to the extent they are assignable. Subject to Section 2.2 hereof, all of the assets referenced in this Section 2.1 are collectively referred to as the “Acquisition Assets”.
ACQUISITION ASSETS. Subject to the terms and conditions of this Agreement, Buyer shall purchase from Seller, and Seller shall sell, transfer and convey to Buyer, the following assets that relate to the Facilities (the “Assets”): [i] the real property, as legally described in Exhibit A attached hereto, and the improvements and fixtures located thereon, together with all rights, easements and privileges appurtenant thereto (the “Real Property”); [ii] the furniture, equipment and other personal property located at the Facilities to the extent owned by Seller (the “Personal Property”); and [iii] all of Seller's right, title and interest (if any) in and to all intangible property now or on the applicable Closing Date (as hereinafter defined) owned or held in connection with the Real Property or the Personal Property, including, without limitation, governmental approvals and development rights, directly related to the Real Property (the “Intangible Property”).
