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 relate to the Business or which are required or necessary for Purchaser to conduct the Business from and after the Closing in the manner in which it was being conducted by Seller before the Closing and all sales funnels, open orders, files and records containing financial, Tax, technical support and other information pertinent to the operation of the Business.
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Samples: Asset Purchase Agreement (Xeta Technologies Inc), Asset Purchase Agreement (Xeta Technologies Inc)
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 other than the 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 not limited to:
(a) all accounts and notes receivable, instruments and chattel paper specifically identified or described in Schedule 2.1 (a) hereto attached, including, without limitation, the rebates payable by Nortel, or its successor Avaya, to Seller (the “Accounts Receivable”), which does not include any of the Doubtful Accounts;
(b) rightsall right, title and interest of the Business Seller 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 serviceincluding, support without limitation, those contracts and maintenance agreements more particularly identified set forth 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 BusinessBusiness currently maintained by Seller;
(e) [Item intentionally omitted.];
(f) all equipment equipment, as 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 real property and intellectual propertyleaseholds, including patents, trademarks and copyrights, and all permits and licenses, as described in Schedule 2.1(g) hereto attached; and;
(h) all software and intellectual property, including those patents, trademarks and copyrights described in Schedule 2.1(h), to the extent, if any, owned or licensed, and transferable, by Seller;
(i) to the extent transferrable, all permits and licenses held by Seller that are specifically described in Schedule 2.1(i) hereto attached;
(j) copies of all relevant books, records, papers and instruments of whatever nature and wherever located that relate to the Business or which are required or necessary for Purchaser to conduct the Business from and after the Closing in the manner in which it was being conducted by Seller before the Closing Closing, to the extent in Seller’s possession or subject to its right of control, and copies of all sales funnels, open orders, files and records containing financial, Tax, technical support and other information pertinent to the operation of the BusinessBusiness (the “Books and Records”);
(k) the goodwill of the Business as a going concern;
(l) all right, title and interest, if any possessed by Seller, in and to the name “DATA-COM TELECOMMUNICATIONS”; and
(m) Seller’s prepaid expenses; excluding, however, insurance, Taxes, utilities and prepaid expenses specifically incurred with respect to any Excluded Assets.
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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 at the ClosingPurchaser, 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 "ASSETS"), free and clear of all Encumbrances other than Permitted Encumbrances, all . Without limiting the generality 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 (collectivelyforegoing, the “Assets”), specifically including but limited toAssets shall consist of:
(a) all accounts and notes receivable, instruments and chattel paper identified or described in Schedule 2.1 (a) hereto attachedreceivable of Seller;
(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 inventory) and components) listed in Schedule 2.1(c), including but not limited to all telephony systems, parts, components, implements and other tangible personal property work-in-progress of every kind and description specifically used in connection with the Business (“Inventory”)Seller;
(dc) all customer lists, sales records, credit data and other information relating to customers of Seller;
(d) all rights, title and interest of Seller in, to and under all existing contracts, leases and agreements, written and verbal to which the BusinessSeller is a party;
(e) all right, title and interest of the Seller in computer equipment identified or described and hardware used exclusively by item or type in Schedule 2.1(e) hereto attachedthe Seller, including, without limitation, all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, networking equipment, and any and all parts and appurtenances thereto, together with all software licenses which may be transferred and intellectual property with such computer equipment and hardware;
(f) all real of the furniture, fixtures, equipment, machinery, tools, appliances, telephone systems, copy machines, fax machines, implements, spare parts, supplies and all other tangible personal property of every kind and leaseholds described in Schedule 2.1(f) hereto attacheddescription owned by Seller;
(g) all software motor vehicles and intellectual property, including patents, trademarks and copyrights, and all permits and licenses, described in Schedule 2.1(g) hereto attached; andother transportation equipment of Seller;
(h) all right, title and interest of Seller in and to and under all licenses, franchises, permits, and other governmental authorizations;
(i) all right, title and interest of Seller in, to and under all intangible property of Seller, all goodwill associated therewith, and all rights and privileges used in the conducting of the Business and the right to recover for infringement thereon;
(j) the name "Pro Networks Corporation" and any trade names or other assumed names under which Seller operates;
(k) copies of all relevant Seller's books, records, papers and instruments of whatever nature and wherever located that relate to the Business or the Assets or which are required or necessary for Purchaser to conduct the Business from and after the Closing in the manner in which it was being conducted by Seller before the Closing Closing;
(l) all insurance proceeds and all sales funnels, open orders, files and records containing financial, Tax, technical support and other information pertinent insurance claims of Seller that relate exclusively to the operation Business or to all or any part of the BusinessAssets and, to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that the Seller is entitled to enforce with respect to the Assets against its predecessors in title, if any;
(m) all right, title and interest of the Seller in, to and under all rights, privileges, claims, causes of action, and options relating or pertaining exclusively to the Business or the Assets; and
(n) all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, that are exclusively used or intended for the exclusive use in connection with the Business as presently being conducted. The "EXCLUDED ASSETS" are the assets of the Seller listed in Schedule 2.1.
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Acquisition of the Assets. Upon At the terms and subject to the conditions of this AgreementClosing, Seller agrees to shall sell, convey, transfer, assign and deliver to Purchaser at the ClosingPurchaser, and Purchaser agrees to shall purchase from Seller, all of the assets, properties, businesses, franchises, goodwill, and rights of every kind and character, tangible, or intangible, real or personal, whether owned or leased, set forth in this Section 2.1, specifically excluding the Excluded Assets (collectively, the “Assets”), free and clear of all Encumbrances other than Permitted Encumbrances, all of Encumbrances and any Encumbrances created by Purchaser. The Assets include 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 tofollowing:
(a) all accounts and notes receivable, instruments and chattel paper identified or described in Schedule 2.1 (a) hereto attachedxxxxx cash of Seller;
(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”)Accounts Receivable;
(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”)prepaid lease deposits;
(d) all customer lists, sales records, credit data and other information relating to customers of the BusinessSeller’s customers;
(e) all equipment identified or described by item or type in Schedule 2.1(e) hereto attachedmarketing materials relating to Seller’s products and services, including the information and content contained on the Datatek Web Site at xxxx://xxx.xxxxxxxxxxxxx.xxx (including, with respect thereto, the HTML code, any and all scripts, applets, graphics, images, pictures, text and all other content);
(f) all real property and leaseholds described in Schedule 2.1(f) hereto attachedof Seller’s backlog of orders;
(g) all software and intellectual propertysupplier lists, including patentsfiles, trademarks and copyrightsrecords, and all permits and licenses, described in Schedule 2.1(g) hereto attached; anddata;
(h) all real property leasehold interests related to the real property described on Schedule 2.1(h), including all leasehold improvements, rights, or licenses related or appurtenant thereto and deposits paid in connection therewith (the “Seller Facilities”);
(i) all rights, title, and interest of Seller in, to and under all existing contracts and agreements, written and oral, including leases for real property and leases for personal property, and including deposits paid in connection therewith, as listed in Schedule 2.1(i) (collectively the “Assumed Contracts”);
(j) all equipment and other tangible personal property set forth in Schedule 4.10 (the “Equipment”);
(k) all rights, title, and interest of Seller in and to and under all Permits owned or possessed by Seller, including those listed in Schedule 4.15 (the “Assigned Permits”);
(l) all rights, title, and interest of Seller in, to and under all Intellectual Property of Seller, the goodwill associated therewith and the rights and privileges used in the conducting of the business of Seller and the right to recover for infringement thereon, including the Seller Intellectual Property set forth on Schedule 4.13 (the “Assigned Intellectual Property”);
(m) all of Seller’s and Shareholder’s rights in the names “Datatek,” “Datatek Group Corporation,” and “Datatek Consulting Group” and any other trade names or assumed names under which Seller operates;
(n) all rights, title and interest of Seller in, to, and under the telephone numbers or numbers set forth in Schedule 2.1(n);
(o) originals or copies of all relevant Seller’s books, records, papers papers, and instruments of whatever nature and wherever located that relate to the Business business of Seller or the Assets or which are required or necessary in order for Purchaser to conduct the Business businesses of Seller from and after the Closing in the manner in which it was its being conducted by Seller before the Closing, including such books, records, papers, and instruments for the three-year period ended December 31, 2003, and the interim period ending on the Closing Date;
(p) all insurance proceeds and insurance claims of Seller relating to its respective businesses or all or any part of the Assets, other than with respect to the Excluded Liabilities, and to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that Seller is entitled to enforce with respect to the Assets against its predecessors in title to the Assets, if any;
(q) all rights, title, and interest of Seller in computer equipment and hardware, including all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems, and other communication controllers, networking equipment, and any and all sales funnelsparts and appurtenances thereto, open orderstogether with all software and intellectual property used with such computer equipment and hardware; and
(r) all rights, files title, and records containing financialinterests of Seller in, Taxto and under all rights, technical support privileges, claims, causes of action, and other information pertinent options related to Seller’s business or the operation of the BusinessAssets.
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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 at the ClosingPurchaser, 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 “Assets”), free and clear of all Encumbrances other than Permitted Encumbrances, all . Without limiting the generality 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 (collectivelyforegoing, the “Assets”), specifically including but limited toAssets shall consist of:
(a) all accounts and notes receivable, instruments and chattel paper identified or described in Schedule 2.1 (a) hereto attachedreceivable of Seller;
(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 inventory) and components) listed in Schedule 2.1(c), including but not limited to all telephony systems, parts, components, implements and other tangible personal property work-in-progress of every kind and description specifically used in connection with the Business (“Inventory”)Seller;
(dc) all customer lists, sales records, credit data and other information relating to customers of Seller;
(d) all rights, title and interest of Seller in, to and under all existing contracts, leases and agreements, written and verbal to which the BusinessSeller is a party;
(e) all right, title and interest of the Seller in computer equipment identified or described and hardware used exclusively by item or type in Schedule 2.1(e) hereto attachedthe Seller, including, without limitation, all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, networking equipment, and any and all parts and appurtenances thereto, together with all software and intellectual property with such computer equipment and hardware;
(f) all real of the furniture, fixtures, equipment, machinery, tools, appliances, telephone systems, copy machines, fax machines, implements, spare parts, supplies and all other tangible personal property of every kind and leaseholds described in Schedule 2.1(f) hereto attacheddescription owned by Seller;
(g) all software motor vehicles and intellectual property, including patents, trademarks and copyrights, and all permits and licenses, described in Schedule 2.1(g) hereto attached; andother transportation equipment of Seller;
(h) all right, title and interest of Seller in and to and under all licenses, franchises, permits, and other governmental authorizations;
(i) all right, title and interest of Seller in, to and under all intangible property of Seller, all goodwill associated therewith, and all rights and privileges used in the conducting of the Business and the right to recover for infringement thereon;
(j) the name Bluejack Systems and any trade names or other assumed names under which Seller operates;
(k) copies of all relevant Seller’s books, records, papers and instruments of whatever nature and wherever located that relate to the Business or the Assets or which are required or necessary for Purchaser to conduct the Business from and after the Closing in the manner in which it was being conducted by Seller before the Closing Closing;
(l) all insurance proceeds and all sales funnels, open orders, files and records containing financial, Tax, technical support and other information pertinent insurance claims of Seller that relate exclusively to the operation Business or to all or any part of the BusinessAssets and, to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that the Seller is entitled to enforce with respect to the Assets against its predecessors in title, if any;
(m) all right, title and interest of the Seller in, to and under all rights, privileges, claims, causes of action, and options relating or pertaining exclusively to the Business or the Assets; and
(n) all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, that are exclusively used or intended for the exclusive use in connection with the Business as presently being conducted.
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