Agreement to Purchase and Sell Assets. On the terms and subject to the conditions of this Agreement, at the Closing (defined below) the Purchaser will purchase from Sellers, and Sellers will sell and transfer to the Purchaser, all of the right, title and interest that Sellers possess and have the right to transfer in all of the properties, assets, rights, claims and goodwill relating exclusively to the Business (collectively, the "Purchased Assets"), including without limitation the following:
Agreement to Purchase and Sell Assets. Each of the Purchasers hereby purchases from Seller and Seller hereby sells, assigns, transfers, conveys and delivers to each of the Purchasers on the terms and subject to the conditions set forth in this Agreement, the assets specifically described as follows (the "Assets") (IAG-MN, IAG-MO, IAG-OK, IAG-AR and IAG-TX shall each separately purchase those Assets set forth below specifically assigned to them below or as set forth on any applicable Schedule attached hereto):
a. Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's automobile inventory including inventory in transit or on order and not yet delivered and all rights with respect to the processing and completion of any work in process of Seller as allocated and set forth on the attached Schedule 1.1(a) (the "Inventory");
b. Except as excluded below, Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's owned equipment and machinery used in connection with the Business as allocated and described in Schedule 1.1(b), along with any spare parts and accessories with respect thereto and together with any assignable manufacturer, vendor or installer warranties thereon (the "Equipment"). Seller makes no representations concerning the assignability of any warranty;
c. Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase all of Seller's business records relating to the Assets and the Business, including, but not limited to, customer lists, lists of suppliers, correspondence, maintenance and service records, files, research data, advertising data, operating manuals and contracts in each case with respect to and located at each of the Missouri Locations, the Oklahoma Locations, the Arkansas Locations and the Texas Locations, to each of IAG-MO, IAG-OK, IAG- AR and IAG-TX, respectively. Seller shall be entitled to reasonable access to such documents following the Closing for reasonable business purposes associated with winding up the Business;
d. Seller hereby sells and each of IAG-MO, IAG-OK, IAG-AR and IAG-TX hereby purchase Seller's licenses, certificates, registrations, concessions, permits, consents and approvals used in the operation of the Business, to the extent assignable, as specifically set forth on the attached Schedule 1.1(d) (the "Licenses"). Seller makes no representation regarding the transferability of these items;
Agreement to Purchase and Sell Assets. On the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements forth in this Agreement, the Buyer shall purchase and acquire from the Seller, and the Seller shall sell, convey, assign, transfer, grant and deliver to the Buyer, or any Affiliate of the Buyer which the Buyer may designate, all of the Seller's right, title and interest in and to the property, assets and undertakings used or useful in connection with the conduct or operation of the Business as a going concern at the time of Closing, except for the assets, if any, described on attached SCHEDULE 2.1 (the "EXCLUDED ASSETS"), including without limitation the following (collectively, the "ACQUIRED ASSETS"):
Agreement to Purchase and Sell Assets. (a) On the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all of the following assets and properties, to the extent they are owned by Seller and are used primarily in or relate exclusively to the Business (such listed assets and property, collectively, the "Purchased Assets"):
(i) Accounts Receivable, Prepaid Expenses and Deposits. All of Seller's accounts receivable, prepaid expenses and advance payments made by, or on behalf of, Seller, a true and accurate list of which as of the day before the Closing Date, shall be delivered by Seller to Buyer at Closing.
(ii) Supplies. All supplies on hand.
Agreement to Purchase and Sell Assets. Seller agrees to sell, and Pxxxxxxxx agrees to purchase, for the consideration hereinafter set forth the following interests and properties (less and except the Excluded Assets, as defined below) (collectively, the “Properties”):
(a) all right, title, interest and estate of Seller, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to (in each case, excluding the Excluded Assets): (i) all Oil and Gas Leases and other similar properties and interests covering lands located in Weld County, Colorado, to the extent such Oil and Gas Leases are described on Exhibit A- 1 (the “Leases”), (ii) all mineral fee interests covering lands located in Weld County, Colorado, to the extent such mineral fee interests are described on Exhibit A- 2 (the “Mineral Fee Interests”), (iii) all oil, gas, water, disposal, injection, or other wxxxx located on the lands covered by such Leases or Mineral Fee Interests or on lands pooled, communitized, or unitized therewith, to the extent such wxxxx are described on Exhibit A-3 (the “Wxxxx”), (iv) all lands that have been pooled, unitized, or communitized with the lands covered by all or a part of any Lease or any Mineral Fee Interest, to the extent such lands are described on Exhibit A-4 (the “Units” and collectively with the Leases, the Mineral Fee Interests, and the Wxxxx, the “Oil and Gas Properties”), and including all of Seller’s right, title, and interest in and to production from any such Unit, whether such Unit production comes from Wxxxx located on or off of a Lease or Mineral Fee Interest, and all tenements, hereditaments, and appurtenances belonging to the Leases, Wxxxx, and Units;
(b) to the extent assignable and any consent required to assign the same has been obtained by Seller (which Seller shall use Commercially Reasonable Efforts to obtain), any beneficial interests or rights held by Seller under or derived from all presently existing contracts, agreements, and instruments by which the Oil and Gas Properties are bound as of the Execution Date and will be binding on Purchaser as of the Closing Date, to the extent applicable to such Oil and Gas Properties, including, but not limited to: hydrocarbon or gas sale agreements; production agreements; dedications; operating agreements; development agreements; exploration agreements; area of mutual interest agreements; gathering agreements; gas balancing agreements; disposal agreements; agreements containing seismic licenses and other r...
Agreement to Purchase and Sell Assets. Subject to the terms and conditions set forth in this Agreement, the Sellers shall sell to the Buyer at the Closing and the Buyer shall purchase from the Sellers at the Closing all of the Assets for the aggregate amount of One Hundred Sixty Six Million Six Hundred Fifty Thousand dollars ($166,650,000) (the "Purchase Price"), subject to adjustment as set forth in Section 3.3 hereof and payable as provided in Article 3 hereof.
Agreement to Purchase and Sell Assets. (a) At the Closing (as defined in Section 8 of this Agreement), Citadel shall convey, transfer, assign, and deliver to the Purchasers, and the Purchasers agree to purchase the Assets, including all right, title, and beneficial interest thereto; provided, however, that Citadel shall retain a profits participation interest in the Assets on the following terms: (i) in the event the Purchasers collect in excess of $2,250,000 of the accounts receivable (after expenses of collection), the Purchasers shall pay to Citadel fifty percent (50%) of such amounts collected in excess of $2,250,000. Prior to the Closing and for a one year period, Citadel and the Purchasers agree that the Purchasers shall commence collection efforts with respect to the Assets and shall hold for the benefit of Citadel seventy-five percent (75%) of the amounts collected (after expenses of collection). In the event the conditions precedent contained in this Agreement are satisfied, the proceeds shall be retained by the Purchasers. In the event the conditions precedent contained in this Agreement are not satisfied, the proceeds shall be paid to Citadel.
(b) The Purchasers agree that the Assets listed on Exhibit A conveyed pursuant to this Agreement are conveyed "as is," and Citadel makes no representation or warranty with respect to the collectibility, condition or fitness of the Assets; provided, that Citadel represents and warrants that no more than $75,000 of the Assets have been compromised or extinguished in writing by Citadel in any form whatsoever including but not limited to donations, payments, or forgiveness.
(c) Any amounts payable to Citadel pursuant to section 1(a) above will be paid monthly supported by a certificate of the Purchasers. Citadel will have the right to audit the Purchasers' books regarding the calculations, at Citadel's expense. The Purchasers will promptly pay to Citadel any amounts determined to be owed as a result of such audit, and Citadel will promptly repay to the Purchasers any amounts determined by such audit to be in excess of amounts owed to Citadel. If such audit determines that the amount due has been underpaid by an amount greater than ten percent, the Purchasers shall bear the expense of such audit.
Agreement to Purchase and Sell Assets. 1. For and in consideration of the payment by Purchaser to Seller of the Acquisition Price, and upon all of the terms and subject to the conditions hereinafter set forth, on the date hereof, Seller agrees to sell, convey, assign, transfer and deliver and Purchaser agrees to purchase all of the properties, assets, powers and rights, wherever located, listed on SCHEDULE 2.1 (the "Acquired Assets"), free and clear of any Liens. The Acquired Assets shall include, without limitation, all of the records of Seller which are appropriate incidents to the ownership and/or operation of the Acquired Assets, and Purchaser shall receive possession of, and all right, title and interest in and to, all such books and records on the date hereof, except as otherwise agreed by Purchaser and Seller. All books and records of Seller insofar as they relate to the Acquired Assets prior to the date hereof and are retained by Seller shall be maintained for a period which is at least as long as the period required by law.
Agreement to Purchase and Sell Assets. On the Closing Date (as ------------------------------------- hereinafter defined), Buyer agrees to purchase from Seller and Seller agrees to sell, assign, transfer, convey and deliver, on the terms and subject to the conditions set forth in this Agreement, all of the tangible assets specifically identified on Schedule 1 (collectively, the "Assets"). ----------
Agreement to Purchase and Sell Assets. Subject to the conditions express herein, Pixorial hereby agrees to sell, assign and deliver to the Company as of the Closing (as defined below), free and clear of all liens, pledges, options, claims, title defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”), and the Company hereby agrees to acquire and accept assignment and delivery of from Pixorial, all right, title and interest of Pixorial in and to the Assets, together with any replacements thereof and additions thereto made between the date hereof and the Closing including the following (collectively, the “Assets”):
(a) The trademark set forth in Schedule 1.1(a) (the “Acquired Intellectual Property”); and
(b) The customer listed associated with the Business.
