Acquisition of the Assets. Subject to the terms and conditions set forth in this Agreement:
Acquisition of the Assets. 3 2.1 Delivery Of Assets.....................................3 2.2
Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser at the Closing, and Purchaser agrees to purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the assets of Seller used or useful in the Business, which are not Excluded Assets (including all accounts and notes receivable, instruments and chattel paper, all inventory, software, all pre-paid expenses (to the extent assignable), equipment, real property and leasehold estates, all subsisting service contracts and contract rights and open orders (to the extent assignable), all intellectual property, permits, licenses and all general intangibles, including the Lorica Solutions trade name and related logos, and all other material assets which are necessary to successfully operate the Business), together with all documents, files and records containing financial, Tax, technical support and other information pertinent to the operation of the Business, and all associated goodwill (collectively, the “Assets”), specifically including but limited to:
(a) all accounts and notes receivable, instruments and chattel paper identified or described in Schedule 2.1 (a) hereto attached;
(b) rights, title and interest of the Business in, to and under all material existing contracts and agreements, written and verbal to which the Seller is a party, specifically including but not limited to the service, support and maintenance agreements more particularly identified in Schedule 2.1(b) (the “Major Assigned Contracts”);
(c) all inventory (including, without limitation, supplies, spare parts and components) listed in Schedule 2.1(c), including but not limited to all telephony systems, parts, components, implements and other tangible personal property of every kind and description specifically used in connection with the Business (“Inventory”);
(d) all customer lists, sales records, credit data and other information relating to customers of the Business;
(e) all equipment identified or described by item or type in Schedule 2.1(e) hereto attached;
(f) all real property and leaseholds described in Schedule 2.1(f) hereto attached;
(g) all software and intellectual property, including patents, trademarks and copyrights, and all permits and licenses, described in Schedule 2.1(g) hereto attached; and
(h) copies of all relevant books, records, papers and instruments of whatever nature and wherever located that r...
Acquisition of the Assets of Xxxx Xxxxx Group LLC. Concurrently with the execution of this Agreement, the Company shall have consummated the acquisition of all or substantially all of the assets of the Xxxx Xxxxx Group LLC and its affiliates.
Acquisition of the Assets. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Transferor shall sell, assign, convey and transfer to Transferee, Transferor’s entire right, title and interest in and to the assets as set forth Exhibit A (the “Purchased Assets”), together with all goodwill associated therewith, for use and registration by Transferor (collectively, the “Assets”), and the products held for sale by the Transferor which are used in the ordinary course of the Transferor’s business (the “Inventory”, and together with the Purchased Assets, the “Assets”).
Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers agree to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from each of the Sellers, all of the right, title and interest of each of the Sellers in and to the following assets, properties, businesses, franchises, goodwill and rights of each of the Sellers (collectively, the “Assets”), free and clear of all Encumbrances:
(a) all of each of the Sellers’ right, title, estate and interest in and to the following real estate and more fully described on Schedule 5.07 hereto:
(i) DeSoto (consisting of two parcels of approximately 5 acres and 4.511 acres, respectively);
(ii) Midlothian (consisting of approximately 17.5 acres);
(iii) Prosper (consisting of approximately 10.15 acres);
(iv) Mesquite (consisting of approximately 2.15 acres);
(v) Dallas (consisting of approximately 2.13 acres) leased by Go-Crete on a month to month oral basis; and
(vi) Xxxxxxxxx (consisting of approximately 2098 acres) (collectively, the “Land”).
(b) all fixtures and other improvements located on the Land;
(c) all accounts receivable of each of the Sellers as of the close of business on the Closing Date;
(d) all inventory (including, without limitation, spare parts inventory) and works-in-progress of each of the Sellers;
(e) all customer lists, sales records, credit data and other information relating to customers of each of the Sellers;
(f) all right, title and interest of each of the Sellers in, to and under the contracts and agreements with customers and suppliers to which each of the Sellers are a party, except for any which are Excluded Liabilities (the “Operating Agreements”);
(g) all vehicles and other transportation equipment of each of the Sellers, including, without limitation, the vehicles and other transportation equipment set forth in Schedule 5.08;
(h) all of the furniture, fixtures, equipment, machinery, plants, tools, appliances, telephone systems, copy machines, signs, fax machines, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property of every kind and description owned by each of the Sellers or each of the Sellers leasehold interests therein (the “Equipment”), including, without limitation, the Equipment set forth in Schedule 5.08;
(i) all right, title and interest of each of the Sellers in, to and under all Permits (hereinafter defined) owned or possessed by each of ...
Acquisition of the Assets. 1.01. ACQUISITION OF THE ASSETS FROM THE TRANSFEROR.
(a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Transferor shall sell, transfer, convey, assign and deliver to the Transferee, and the Transferee shall purchase, acquire, accept and assume from the Transferor, the assets set forth on Exhibit A hereto (the “Purchased Assets”) and the products held for sale by the transferor which are used in the operation of the Transferor’s business (the “Inventory” and “Accounts Receivable”, and together with the Purchased Assets, the “Assets”).
(b) The Assets shall include the Transferor’s (i) accounts receivable and inventory, and (ii) disclosed accounts payable and accrued liabilities.
Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase from the Company, all of the Company's assets,
Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's assets, properties, businesses, franchises, goodwill and rights of every kind and character, tangible or intangible, real or personal, whether owned or leased, other than the Excluded Assets (collectively, the
Acquisition of the Assets. Contemporaneously with the execution and delivery of this Agreement by the Partners, the General Partner is hereby authorized to, and shall, (a) execute and deliver on behalf of the Partnership that certain Purchase and Sale Agreement dated as of even date herewith (the "Purchase Agreement") by and between the Partnership, as buyer, and Magnum Hunter Production, Inc., as seller, and (b) cause the Partnership to consummate the acquisition of the Assets pursuant thereto.
