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 Closing Date (collectively, the "SUPPLIES"); (viii) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.1
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cornell Corrections Inc), Asset Purchase Agreement (Cornell Corrections Inc)
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 Seller the following 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, computers, 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(v3.1(I) hereto (collectively, the "EQUIPMENT");
(viii) all motor vehicles right, title and rolling stock owned by interest of Seller on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto (collectively, the "MOTOR VEHICLES");
(vii) in and to all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies and similar items used or consumed in the Acquired Business and other similar items which exist on the Closing Date (collectively, the "SUPPLIES");
(viiiiii) all right, title and interest of Seller in, to and under the contracts listed on SCHEDULE 3.1(III) hereto (collectively, the "CONTRACTS");
(iv) all contracts right, title and interest of Seller in and to all goodwill and going concern value of the Acquired Business;
(includingv) a nonexclusive perpetual license to use the systems ("SYSTEMS") for accounts payable, without limitationpayroll, billing, collection of accounts receivable, patient services and records and other systems, policies and procedures established by Seller and maintained in written and/or electronic form pursuant to the Management Agreement between Interventions and the Seller dated February 28, 1995, and as amended on October 5, 1995, and January 29, 1998 (the "INTERVENTIONS CONTRACT");
(vi) all right, title and interest of Seller in and to the software described in Schedule 3.1(vi) hereto (the "OFF-THE-SHELF SOFTWARE");
(vii) a nonexclusive perpetual license in and to the software described in SCHEDULE 3.1(VII) (the "CONTRACT MANAGEMENT AND CORPORATE TICKLER Software");
(viii) a nonexclusive perpetual license in and to the software which is the subject of the agreements described in SCHEDULE 3.1(VIII) (the "CMHC SOFTWARE"), if permitted by CMHC, or all right, title and interest of Seller in and to the CMHC Software, subject to the consent of CMHC and, if permitted by CMHC, a nonexclusive perpetual license back to Seller;
(ix) such rights which Seller has to use the name "BHS Management Corporation" and "BHS Consulting Corp." and all derivations thereof in connection with Purchaser's future operation of the Acquired Business;
(x) all rights of Seller under any express or implied warranties from the suppliers of Seller with respect to the Acquisition Assets, to the extent they are assignable;
(xi) copies of the books, records and written information that relate to the Acquired Business or the Acquisition Assets and which are required or necessary in order for Purchaser to conduct the Acquired Business from and after the Closing Date in the manner in which it is presently being conducted (the "BOOKS AND RECORDS") and confidential information relating to the Acquired Business; and
(xii) copies of the personnel files relating to employees of Seller who accept the offered employment by Purchaser as contemplated by SECTION 7.1 hereof (the "TRANSFERRED EMPLOYEES"). Subject to SECTION 3.2 hereof, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements assets referenced in this SECTION 3.1 are collectively referred to which Seller is a party on as the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.1"ACQUISITION ASSETS".
Appears in 1 contract
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 ClosingClosing (as hereinafter defined), the Seller shall sellhereby sells, transfertransfers, conveyconveys, assign assigns and deliver delivers to the Purchaser, and the Purchaser shall acquire hereby acquires and purchase purchases from the Seller, subject to SECTION 3.2 hereof, all of the following assets, properties and rights of the Seller: all inventory of Xonon Modules and H214 foil, 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 each case as described on SCHEDULE 3.1(iSchedule 2.1(a); the Patents listed on Schedule 2.1(b) (the "ACQUIRED PROPERTY" “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 "ACQUIRED PROPERTIES");
(ii) 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; copies of all buildingsbooks, structuresrecords and papers of whatever nature and wherever located that are in the possession or control of the Seller, 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 that relate to the Acquired Properties inventory described in clause (a) above and that are required or reasonably necessary for the Improvements, (ii) any land lying in Purchaser to continue 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 manufacturing of the machinery, equipment, trade fixtures, tools, furniture, appliances, implements, spare parts, supplies, leasehold improvements, construction in progress Xonon Modules from and all other tangible personal property owned by Seller, or of which Seller has the current possession and use, on after the Closing Date, includingas such manufacturing was conducted by Seller in the U.S. in the ordinary course of business prior to the Closing Date; all rights under express or implied warranties from the suppliers of the Seller with respect to the inventory described in clause (a) above, without limitationto the extent they are assignable. Subject to Section 2.2 hereof, those listed on SCHEDULE 3.1(v) hereto all of the assets referenced in this Section 2.1 are collectively referred to as the “Acquisition Assets”. Excluded Assets. Notwithstanding the foregoing, the Seller is not selling and the Purchaser is not purchasing pursuant to this Agreement any assets of Seller other than the Acquisition Assets, all of which shall be retained by the Seller (collectively, the "EQUIPMENT"“Excluded Assets”);
(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 Closing Date (collectively, the "SUPPLIES");
(viii) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.1.
Appears in 1 contract
Samples: Asset Purchase Agreement (Catalytica Energy Systems Inc)
ACQUISITION ASSETS. Subject to Upon the terms and subject to the conditions of this Agreement, and at the "Closing" on the basis of the representations and warranties hereinafter set forth"Closing Date" (as such terms are defined in Section 3.2), at the Closing, Seller Sellers shall sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire and purchase from Seller, subject to SECTION 3.2 hereoffree and clear of all Encumbrances (other than the "Permitted Encumbrances" (as defined in Section 9.7)), all of the assets, properties and rights of Seller, including without limitation all of each Seller's respective right, title and interest under, in and to the following:Facility and, except as otherwise provided in Section 1.2, all of each Seller's property and assets, real and personal, tangible and intangible that are located at, and used in connection with the operation of, the Facility, including the following (collectively, the "Acquisition Assets"):
(ia) All of the fee simple interest assets and properties reflected on the "Acquisition Balance Sheet" (as defined in Section 6.5) and to those assets and properties acquired since the properties date of the Acquisition Balance Sheet, except those assets that have been disposed of in the Ordinary Course of Business between the date of the Acquisition Balance Sheet and the Closing Date;
(b) The real property described on SCHEDULE 3.1(i) Schedule 5.1, together with all improvements, buildings and fixtures located thereon and all easements and rights appurtenant thereto (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIESReal Property");
(iic) 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 All machinery, equipment, trade fixtures, computer hardware and software (subject to any restrictions by the licensor on the assignment thereof) tools, furniture, appliances, implementssupplies, spare parts, suppliesfurniture, leasehold improvements, construction in progress vehicles and all other tangible personal property and assets located at the Facility and owned or leased by Sellereither Seller and used or held for use in connection with the Facility, or of which Seller has the current possession and use, including those identified on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(v) hereto Schedule 4.10 (collectively, the "EQUIPMENTPersonal Property");
(vid) All inventories of cleaning supplies, food, all motor vehicles medical supplies, inventory of drugs and rolling stock owned by Seller on other medical inventory and all other inventories and supplies located in and about the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto Facility (collectively, the "MOTOR VEHICLESInventory");
(viie) Patient medical records for all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed patients in the Business and other similar items which exist Facility on the Closing Date (collectively, the "SUPPLIESStraddle Patients");
(viiif) All of each Seller's respective interest (including all rightrights, title benefits, duties and interest in, to and under all contracts obligations) in those Contracts listed on Exhibit B (including, without limitation, all of the fee-for-service, operating and other contracts of Seller"Assumed Contracts"), leasesincluding all assumable prepaid expenses and deposits arising under the Assumed Contracts;
(g) All Governmental Authorizations owned, agreements, equipment held or other lease licenses, government contract awards, management agreements and building service agreements to which utilized by either Seller is a party on in connection with the Closing Date or by which any ownership of the Acquisition Assets (as hereinafter defined) are then bound includingand the operation of the Facility, without limitationand all pending applications therefor, in each case to the extent transferrable to Buyer, including those listed on SCHEDULE 3.1Schedule 6.10 (the "Permits");
(h) All data and records of each Seller related to the Acquisition Assets including equipment logs, operating guides and manuals, and other similar documents and records ("Data and Records");
(i) All rights to the name "Xxxxxxxx Nursing Center";
(j) The going concern value and goodwill associated with the operation of the Facility; and
(k) All other properties and assets of every kind, character or description, tangible or intangible, owned by either Seller and located at, and used or held for use in connection with, the Facility, whether or not similar to the items or types specifically set forth above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atria Communities Inc)
ACQUISITION ASSETS. Subject to Upon the terms and subject to the conditions of this Agreement, and at the "Closing" on the basis of the representations and warranties hereinafter set forth"Closing Date" (as such terms are defined in Section 3.2), at the Closing, Seller Sellers shall sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire and purchase from Seller, subject to SECTION 3.2 hereoffree and clear of all Encumbrances (other than the "Permitted Encumbrances" (as defined in Section 9.7)), all of the assets, properties and rights of Seller, including without limitation all of each Seller's respective right, title and interest under, in and to the following:Facility and, except as otherwise provided in Section 1.2, all of each Seller's property and assets, real and personal, tangible and intangible that are located at, and used in connection with the operation of, the Facility, including the following (collectively, the "Acquisition Assets"):
(ia) All of the fee simple interest assets and properties reflected on the "Acquisition Balance Sheet" (as defined in Section 6.5) and to those assets and properties acquired since the properties date of the Acquisition Balance Sheet, except those assets that have been disposed of in the Ordinary Course of Business between the date of the Acquisition Balance Sheet and the Closing Date;
(b) The real property described on SCHEDULE 3.1(i) Schedule 5.1, together with all improvements, buildings and fixtures located thereon and all easements and rights appurtenant thereto (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIESReal Property");
(iic) 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 All machinery, equipment, trade fixtures, computer hardware and software (subject to any restrictions by the licensor on the assignment thereof) tools, furniture, appliances, implementssupplies, spare parts, suppliesfurniture, leasehold improvements, construction in progress vehicles and all other tangible personal property and assets located at the Facility and owned or leased by Sellereither Seller and used or held for use in connection with the Facility, or of which Seller has the current possession and use, including those identified on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(v) hereto Schedule 4.10 (collectively, the "EQUIPMENTPersonal Property");
(vid) All inventories of cleaning supplies, food, all motor vehicles medical supplies, inventory of drugs and rolling stock owned by Seller on other medical inventory and all other inventories and supplies located in and about the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto Facility (collectively, the "MOTOR VEHICLESInventory");
(viie) Patient medical records for all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed patients in the Business and other similar items which exist Facility on the Closing Date (collectively, the "SUPPLIESStraddle Patients");
(viiif) All of each Seller's respective interest (including all rightrights, title benefits, duties and interest in, to and under all contracts obligations) in those Contracts listed on Exhibit B (including, without limitation, all of the fee-for-service, operating and other contracts of Seller"Assumed Contracts"), leasesincluding all assumable prepaid expenses and deposits arising under the Assumed Contracts;
(g) All Governmental Authorizations owned, agreements, equipment held or other lease licenses, government contract awards, management agreements and building service agreements to which utilized by either Seller is a party on in connection with the Closing Date or by which any ownership of the Acquisition Assets (as hereinafter defined) are then bound includingand the operation of the Facility, without limitationand all pending applications therefor, in each case to the extent transferrable to Buyer, including those listed on SCHEDULE 3.1Schedule 6.10 (the "Permits");
(h) All data and records of each Seller related to the Acquisition Assets including equipment logs, operating guides and manuals, and other similar documents and records ("Data and Records");
(i) All rights to the name "Briarcliff Health Center";
(j) The going concern value and goodwill associated with the operation of the Facility; and
(k) All other properties and assets of every kind, character or description, tangible or intangible, owned by either Seller and located at, and used or held for use in connection with, the Facility, whether or not similar to the items or types specifically set forth above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atria Communities Inc)
ACQUISITION ASSETS. Subject to the terms and conditions of oF this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, each Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from such Seller, subject to SECTION 3.2 hereof, all of the following assets, properties and rights of Seller, including without limitation all of Seller's right, title and interest such Seller used in and to connection with the followingTransferred Programs:
(i) the fee simple interest in and to the properties Interventions' parcels located at 0000 00xx Xxxxxx in Woodridge and at 00 X. 000 Xx. 00 in unincorporated Hinsdale, and the IDDRS' parcels located at 4100 and 0000 Xxxx Xxxxx Xxxxxx, 0000 Xxxx Xxxxx Xxxxxx in Matteson; 0000 Xxxxx Xxxxx Street and 0000 Xxxxx Xxxx Xxxxxx in Chicago; and 00000 Xxxxxxxx Xxxx, as all such parcels are more fully described on SCHEDULE 3.1(i3.1(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 Seller, if any, 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 the 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 Closing Date (collectively, the "SUPPLIES");
(viii) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.1
Appears in 1 contract
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 Sellers and the Shareholder shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from SellerSellers and the Shareholder, subject to SECTION 3.2 hereof, all of the assets, properties and rights of SellerSellers and the Shareholder relating to the Business, including including, without limitation limitation, all of SellerSellers' and the Shareholder's right, title and interest in and to the following:
(ia) the fee simple interest in and to the properties described on SCHEDULE 3.1(i3.1(A) (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIES");
(iib) all buildings, structures, fixtures and other improvements located on the Acquired Properties (the "IMPROVEMENTS");
(iiic) all right, title and interest of Seller Sellers and the Shareholder 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");
(ivd) all right, title and interest in, to and under all real property leases to which Seller is Sellers are 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 relating to the Business and other similar items which exist on the Closing Date (collectively, the "SUPPLIES");
(viii) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.1
Appears in 1 contract
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 SellerSeller associated with the Business including, including without limitation limitation, all of Seller's right, title and interest in and to the following:
(ia) the fee simple interest in and to the properties described on SCHEDULE 3.1(i) (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIES")Dallas County Land;
(iib) the fee simple interest in and to the San Antonio Land;
(c) the lessee's interest in and to the Dallas County Office Facility;
(d) all buildings, structures, fixtures and other improvements located on the Acquired Properties Dallas County Land and San Antonio Land and relating to the Dallas County Office Facility (the "IMPROVEMENTS");
(iiie) all right, title and interest interest, if any, of Seller in and to (i) all easements, tenements, hereditaments, privileges and appurtenances in any way belonging to the Acquired Properties Property 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 Property and the Improvements, (iii) the use of all strips and rights of rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Acquired Properties Property 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");
(vf) 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 used in the operation of the Business which is 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(v3.1(F) hereto (collectively, the "EQUIPMENT");
(vig) all the motor vehicles and other rolling stock used in the operation of the Business which are owned by Seller on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi3.1(G) hereto (collectively, the "MOTOR VEHICLES");
(viih) 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 Closing Date and which are used in the Business (collectively, the "SUPPLIES");
(viiii) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements related to services used in the operation of the Business and to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on SCHEDULE 3.13.1(I) hereto (collectively, the "CONTRACTS");
(j) except as identified in Section 3.2(f) hereof, all accounts receivable of Seller and all other rights of Seller to payment for goods sold or leased or for services rendered, including, without limitation, those which are not evidenced by instruments or chattel paper, whether or not they have been earned by performance or have been written off or reserved against as a bad debt or doubtful account in any financial statements, together with all instruments and all documents of title representing any of the foregoing, all rights in any merchandise or goods which any of the same represent, and all rights, title, security and guaranties in favor of Seller with respect to any of the foregoing (the "ACCOUNTS RECEIVABLE"), including, without limitation, those listed on SCHEDULE 3.1(J) hereto;
(k) all cash and investments of Seller (other than investments in the Investment Management Account) which exist at the Closing Date, including without limitation, those listed on SCHEDULE 3.1(K) hereto;
(l) all prepaid items, deposits and other similar assets of Seller which exist at the Closing Date and which are associated with goods or services used in the Business;
(m) Operating Revenues for the period commencing on January 1, 1997, subject to the assumption and payment of Operating Expenses for such period by Purchaser pursuant to SECTION 4.1(D) hereof;
(n) cash or cash equivalents representing fund accounts of Inmates ("INMATE BANK ACCOUNTS"), if any;
(o) all goodwill and going concern value of the Business;
(p) all right, title and interest in licenses, permits and franchises issued by any federal, state, municipal or other governmental authority (the "PERMITS") relating to the Acquisition Assets or the Business, including, without limitation, those listed on SCHEDULE 3.1(P) hereto, to the extent transferable;
(q) all patents, patent applications, processes, shop rights, formulas, brand names, trade secrets, service marks, copyrights, drawings, and any similar items and related rights owned by or licensed to Seller and used in connection with the Business, together with any goodwill associated therewith and all rights of action on account of past, present and future unauthorized use or infringement thereof, excluding any trademarks and trade names owned by or licensed to Seller and used in connection with the Business;
(r) all rights under express or implied warranties from the suppliers of Seller with respect to the Acquisition Assets, to the extent they are assignable;
(s) all warranties and guaranties pertaining to the Permits and Contracts, to the extent transferable under their terms and applicable laws;
(t) all books, records, papers and instruments of whatever nature and wherever located that are in the possession or control of Seller, that relate to the Business or the Acquisition Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints of the Improvements, if any, accounting and financial records relating to the Contracts, maintenance records, environmental records and reports, correspondence with the TDCJ or TCADA or other Governmental Authorities related to the Business, supplier lists and other supplier data relating to the purchase of supplies used in connection with the Business, and confidential information exclusively relating to or exclusively arising out of the Business;
(u) all personnel files and other materials relating to employees of Seller who are to be offered employment by Purchaser as contemplated by SECTION 7.1 hereof;
(v) all records of compliance and noncompliance with the laws, regulations ordinances and orders applicable to the Acquisition Assets or the Business;
(w) all right, title and interest in, to and under all rights, privileges, claims, causes of action, and options relating or pertaining to the Acquisition Assets or the Business; and
(x) subject to the exclusions set forth in SECTION 3.2 hereof, all other or additional privileges, rights, interests, properties and assets of every kind and description and wherever located that are used or intended for use in connection with, or that are necessary to the continued conduct of, the Business as presently conducted. Subject to SECTION 3.2 hereof, all of the assets referenced in this SECTION 3.1 are collectively referred to as the "ACQUISITION ASSETS."
Appears in 1 contract
ACQUISITION ASSETS. Subject to Upon the terms and subject to the conditions of this Agreement, and at the "Closing" on the basis of the representations and warranties hereinafter set forth, at the Closing"Closing Date" (as such terms are defined in Section 3.2), Seller shall sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire and purchase from Seller, subject to SECTION 3.2 hereoffree and clear of all Encumbrances (other than the "Permitted Encumbrances" (as defined in Section 7.7)), all of the assets, properties and rights of Seller, including without limitation all of Seller's right, title and interest under, in and to the following:Facility and, except as otherwise provided in Section 1.2, all of Seller's property and assets, real and personal, tangible and intangible that are located at, and used by Seller in the operation of, the Facility, including the following (collectively, the "Acquisition Assets"):
(ia) All of the fee simple interest assets and properties reflected on the "Acquisition Balance Sheet" (as defined in Section 4.11) and to those assets and properties acquired since the properties date of the Acquisition Balance Sheet, except those assets that have been disposed of in the Ordinary Course of Business between the date of the Acquisition Balance Sheet and the Closing Date;
(b) The real property described on SCHEDULE 3.1(i) Schedule 4.21, together with all improvements, buildings and fixtures located thereon and all easements and rights appurtenant thereto (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIESReal Property");
(iic) 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 All machinery, equipment, trade fixtures, computer hardware and software (subject to any restrictions by the licensor on the assignment thereof) tools, furniture, appliances, implementssupplies, spare parts, suppliesfurniture, leasehold improvements, construction in progress vehicles and all other tangible personal property and assets located at the Facility and owned or leased by SellerSeller and used or held for use in connection with the Facility, or of which Seller has the current possession and use, including those identified on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(v) hereto Schedule 4.20 (collectively, the "EQUIPMENTPersonal Property");
(vid) all The motor vehicles identified on Schedule 4.20;
(e) All inventories of cleaning supplies, food, all medical supplies, inventory of drugs and rolling stock owned by Seller on other medical inventory and all other inventories and supplies located in and about the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto Facility (collectively, the "MOTOR VEHICLESInventory");
(viif) Resident records, if any, for all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed residents in the Business and other similar items which exist Facility on the Closing Date Date;
(collectivelyg) All of Seller's interest (including all rights, benefits, duties and obligations) in those Contracts listed on Exhibit B ("Assumed Contracts"), including all assumable prepaid expenses arising under the Assumed Contracts (the "SUPPLIESPrepaid Expenses");
(viiih) all rightAll Governmental Authorizations owned, title and interest in, to and under all contracts (including, without limitation, all of held or utilized by Seller in connection with the fee-for-service, operating and other contracts of Seller), leases, agreements, equipment or other lease licenses, government contract awards, management agreements and building service agreements to which Seller is a party on the Closing Date or by which any ownership of the Acquisition Assets (as hereinafter defined) are then bound includingand the operation of the Facility, without limitationand all pending applications therefor, in each case to the extent transferrable to Buyer, including those listed on SCHEDULE 3.1Schedule 4.17 (the "Permits");
(i) All data and records of Seller related to the Acquisition Assets including equipment logs, operating guides and manuals, and other similar documents and records ("Data and Records");
(j) The nonexclusive right and license to use the name "Briarcliff Village Retirement Center and Personal Care Center" solely in connection with the operation of the Facility;
(k) The going concern value and goodwill associated with the operation of the Facility; and
(l) All other properties and assets of every kind, character or description, tangible or intangible, owned by Seller and located at, and used or held for use in connection with, the Facility, whether or not similar to the items or types specifically set forth above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atria Communities Inc)
