Common use of Agreement to Sell and Purchase Assets Clause in Contracts

Agreement to Sell and Purchase Assets. In accordance with the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all Encumbrances, other the Assumed Liabilities, and Purchaser shall purchase, acquire and accept from the Seller, upon delivery from Purchaser to Seller of the Cash Consideration and the Stock Consideration, all right, title and interest of the Seller in and to all of the assets, properties and rights, other than the Excluded Assets, owned, held or used by the Seller in the conduct of the Business as of the Closing, including, without limitation, the following assets (collectively, the “Purchased Assets”): (a) All Assigned Contracts; (b) All Owned Intellectual Property; (c) All of the interest of the Seller in the Licensed Intellectual Property; (d) All Inventory; (e) All of the interest of the Seller in the Leased Real Property; (f) All machinery, equipment, leasehold improvements, supplies, office furniture and office equipment, computers and telecommunications equipment and other items of tangible personal property, and interests therein, that are owned by Seller and used in connection with the Business, including, without limitation, the fixed assets listed on Schedule 2.1(f) attached to this Agreement; (g) All Accounts Receivable; (h) The Books and Records and all other records relating to the Business; (i) All rights relating to any Prepaid Expenses; (j) To the extent transferable or assignable, all Permits (the “Assigned Permits”); (k) All rights acquired by the Seller pursuant to each of the Franchise Repurchase Agreements including, without limitation, all rights to develop, and sell franchises and operate in, all or any part of any territory which is the subject matter of such Franchise Repurchase Agreement, but specifically excluding (i) any rights to operate any of the “We The People” centers which were, as of the date of such Franchise Repurchase Agreement, located within such territory and (ii) any rights under any of the leases relating to any such “We The People Center”; (l) The Wiley Amounts; (m) To the extent not covered by paragraphs (a) through (l) above, all Related and Incidental Assets; and (n) All rights of the Seller under any claims, credits, causes of action or rights of set-off against third parties including, without limitation, all warranties, guarantees, sureties, indemnities and similar rights in favor of the Seller arising out of or with respect to any of the assets described in Sections 2.1(a) through Section 2.1(m) of this Agreement.

Agreement to Sell and Purchase Assets. In accordance with Subject to, and limited by, the terms representations, warranties and subject to the conditions of covenants set forth in this Agreement, the Seller shall agrees to sell, transferassign, assign transfer and deliver convey to PurchaserBuyer, and Buyer agrees to purchase and acquire from Seller at the Closing, free and clear of all Encumbrancesliens, other the Assumed Liabilitiesclaims and interests of any party (collectively, and Purchaser shall purchase, acquire and accept from the Seller, upon delivery from Purchaser to Seller in each case including without limitation all “interests” as such term is defined in section 363(f) of the Cash Consideration Bankruptcy Code, the “Liens, Claims and the Stock ConsiderationInterests”) except for any Permitted Encumbrances (as defined in Section 5.5 herein), all right, title of Seller’s and interest of the Seller in and to all of the Bankruptcy Estate’s right, title, and interest in, to and under all of the following assets, properties property, rights and rights, other than the Excluded Assets, owned, held or used by the Seller in the conduct claims of the Business as of the ClosingBankruptcy Estate, includingwherever located, without limitationreal, the following assets personal or mixed, whether tangible or intangible (collectively, the “Purchased Assets”): (a) All Assigned Contracts; (ball assets and contracts identified and described in Schedule 1.1(a) All Owned Intellectual Property; (c) All attached hereto and, to the extent they relate to such assets and contracts all of the interest of following (the Seller in the Licensed Intellectual Property; (d) All Inventory; (e) All of the interest of the Seller in the Leased Real Property; (f) All machinery, equipment, leasehold improvements, supplies, office furniture and office equipment, computers and telecommunications equipment and other items of tangible personal property, and interests therein, that are owned by Seller and used in connection with the Business, including, without limitation, the fixed assets listed on Schedule 2.1(f) attached to this Agreement; (g) All Accounts Receivable; (h) The Books and Records and all other records relating to the Business;“Cherry Creek Assets”) (i) All any and all rights relating in, to any Prepaid Expensesor under real property on Schedule 1.1(a), as well as all rights and claims appurtenant thereto, including all mineral, water or similar rights, whether held in fee or by lease or other agreement; (jii) To any and all rights under leases and leasehold interests on Schedule 1.1(a), including any and all rights in improvements and fixtures, and any and all rights under all other contracts and agreements, as well as all rights associated therewith; (iii) any and all accounts receivable, deposits and prepaid assets relating to the extent transferable or assignable, all Permits (the “Assigned Permits”assets described in Schedule 1.1(a); (kiv) All any and all litigation claims, rights acquired by and causes of action, relating to the assets described in Schedule 1.1(a); (v) any rights to refunds or return of property taxes relating to the assets described in Schedule 1.1(a); (vi) any business rights, licenses, permits or approvals of Seller pursuant or the Bankruptcy Estate, including those used in the operation of Seller’s business or real property, relating to each the assets and contracts on Schedule 1.1(a); (vii) any and all personal property on Schedule 1.1(a), whether tangible or intangible, as well as all rights relating thereto, including warranties; (viii) all intellectual property on Schedule 1.1(a) and rights thereto, (ix) to the extent it relates to the assets on Schedule 1.1(a), any and all customer lists (including lists of all past, present and prospective customers), sales and marketing materials (including artwork and collateral materials), mailing lists, marketing lists, employee lists, engineering plans, models and projects, and any and all information related to any of the Franchise Repurchase Agreements including, without limitationforegoing; (x) all goodwill associated with the assets and contracts on Schedule 1.1(a); (xi) to the extent transferable by applicable law and provided that such inclusion of such rights in the Purchased Assets would not subject Seller to any liabilities or obligations under any contract that is an Excluded Asset, all rights under any contract under which the counterparty or counterparties agree or have agreed not to developcompete with the operations or property of Seller or of the Bankruptcy Estate associated with the assets on Schedule 1.1(a) or agree or have agreed to keep confidential information regarding Seller or the Bankruptcy Estate relating to the assets on Schedule 1.1(a), without regard to whether any such contract is an Excluded Asset; and (xii) to the extent they relate to the assets on Schedule 1.1(a), any books of account, ledgers, financial, accounting and tax records and all general and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution and mailing lists, price lists, reports, plans, advertising materials, catalogues, billing records, sales and promotional literature, manuals, and sell franchises customer and operate in, all or any part supplier correspondence that pertain to the Cherry Creek Assets (the “Cherry Creek Records”) provided that Buyer shall make such Cherry Creek Records available to Seller upon reasonable request and subject to execution of any territory which is the subject matter of such Franchise Repurchase Agreement, but specifically excluding a confidentiality agreement reasonably acceptable to Buyer; provided that Cherry Creek Records shall not include (i) any rights confidential or propriety information, or trade secrets, contained in any form or medium, that the Bankruptcy Estate is prohibited from transferring to operate any of the “We The People” centers which werea third party pursuant to an agreement or confidentiality obligation that is enforceable against Seller, as of the date of such Franchise Repurchase Agreement, located within such territory and (ii) any rights under any of the leases and all information and materials relating to any such “We The People Center”; (l) The Wiley Amounts; (m) To the extent not covered by paragraphs (a) through (l) above, all Related disclosure of which could adversely affect the attorney-client privilege between the Bankruptcy Estate and Incidental Assets; and (n) All rights of the Seller under any claims, credits, causes of action or rights of set-off against third parties including, without limitation, all warranties, guarantees, sureties, indemnities and similar rights in favor of the Seller arising out of or its counsel with respect to any the Excluded Assets or the administration of the assets described Bankruptcy Estate and (iii) any and all communications between Seller and the Official Committee of Unsecured Creditors in Sections 2.1(a) through Section 2.1(m) of this Agreementthe Bankruptcy Case, including communications with their respective counsel (“Confidential Information”).

Agreement to Sell and Purchase Assets. In accordance with the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all Encumbrances, other the Assumed Liabilities, and Purchaser shall purchase, acquire and accept from the Seller, upon delivery from Purchaser to Seller of the Cash Consideration and the Stock Consideration, all right, title and interest of the Seller in and to all of the assets, properties and rights, other than the Excluded Assets, owned, held or used by the Seller in the conduct of the Business as of the Closing, including, without limitation, the following assets (collectively, the “"Purchased Assets”"): (a) All Assigned Contracts; (b) All Owned Intellectual Property; (c) All of the interest of the Seller in the Licensed Intellectual Property; (d) All Inventory; (e) All of the interest of the Seller in the Leased Real Property; (f) All machinery, equipment, leasehold improvements, supplies, office furniture and office equipment, computers and telecommunications equipment and other items of tangible personal property, and interests therein, that are owned by Seller and used in connection with the Business, including, without limitation, the fixed assets listed on Schedule 2.1(f) attached to this Agreement; (g) All Accounts Receivable; (h) The Books and Records and all other records relating to the Business; (i) All rights relating to any Prepaid Expenses; (j) To the extent transferable or assignable, all Permits (the “"Assigned Permits”"); (k) All rights acquired by the Seller pursuant to each of the Franchise Repurchase Agreements including, without limitation, all rights to develop, and sell franchises and operate in, all or any part of any territory which is the subject matter of such Franchise Repurchase Agreement, but specifically excluding (i) any rights to operate any of the “"We The People” " centers which were, as of the date of such Franchise Repurchase Agreement, located within such territory and (ii) any rights under any of the leases relating to any such “"We The People Center”"; (l) The Wiley Amounts; (m) To the extent not covered by paragraphs (a) through (l) above, all Related and Incidental Assets; and (n) All rights of the Seller under any claims, credits, causes of action or rights of set-off against third parties including, without limitation, all warranties, guarantees, sureties, indemnities and similar rights in favor of the Seller arising out of or with respect to any of the assets described in Sections 2.1(a) through Section 2.1(m) of this Agreement.

Agreement to Sell and Purchase Assets. In accordance with Upon the terms and subject to the conditions of this Agreementherein set forth, the Seller shall hereby agrees to sell, transfer, convey, assign and deliver to PurchaserBuyer on Closing, free and clear of all Encumbrancesany liens, mortgages or encumbrances whatsoever (other than (i) liens for current taxes not yet due and payable; (ii) imperfections of title and encumbrances, if any, none of which, individually or in the Assumed Liabilitiesaggregate, (1) are substantial in amount, (2) materially detract from the value of the property subject thereto, or (3) materially impair or interfere with the use of the Transferred Assets in the Business, (the foregoing in clauses (i) and (ii) are hereafter referred to as "Permitted Liens")), by such bills of sale, assignments and other documents as have been reasonably requested by counsel for Buyer, and Purchaser shall purchase, acquire Buyer hereby agrees on the date hereof to purchase and accept from delivery of certain assets relating to the Business that are owned by Seller according to Seller's December 31, upon delivery from Purchaser 1996 balance sheet (the "December Balance Sheet"), as shown in Exhibit A attached hereto, that are necessary for Buyer to Seller operate the Business (collectively, the "Transferred Assets") including, without limitation: 1.1 all equipment located at Seller's manufacturing, distribution and administrative facilities, as more fully described on Schedule 1.1 (a) attached hereto, but excluding certain assets separately described on Schedule 1.1(b) consisting of certain personal effects and furnishings owned by Anton. 1.2 all inventory relating to the Cash Consideration Business, including raw materials, semi-finished product, finished product and stores and spare parts (the Stock Consideration"Inventory") but, excluding that obsolete inventory which secures the Summit Bank loan for $88,338 (as shown on the December Balance Sheet and separately described on Schedule 1.2) (the "Excluded Inventory") and any proceeds therefrom; 1.3 all right, title and interest of the Seller in and to all of accounts receivable, notes receivable, and receivables due from employees ("Accounts Receivable"). 1.4 all rights to (a) inventions directly relating to the assetsBusiness, properties including United States patents, their foreign equivalents and rightspending United States patent applications (provided that Seller shall retain a royalty free, non-exclusive license to such patents and patent applications for purposes other than the Excluded AssetsBusiness), owned, held or used by the Seller in the conduct of the Business as of the Closing, including, without limitation, the following assets (collectively, the “Purchased Assets”): (a) All Assigned Contracts; (b) All Owned Intellectual Property; (c) All of the interest of the Seller in the Licensed Intellectual Property; (d) All Inventory; (e) All of the interest of the Seller in the Leased Real Property; (f) All machinery, equipment, leasehold improvements, supplies, office furniture trademarks and office equipment, computers and telecommunications equipment and other items of tangible personal property, and interests therein, that are owned by Seller and trade names used in connection with the Business, (c) all other intellectual property rights, including unpatented technical information, trade secrets and know-how, owned or licensed by Seller that directly relate to the operation of the Business (the "Intellectual Property"). The rights include, without limitation, all those rights listed on Schedule 1.4 attached hereto; 1.5 all customer lists, prospect lists, supplier lists marketing documents and promotional materials, proposals and other proprietary marketing information of Seller; 1.6 all of Seller's rights under agreements (hereinafter "Contract Rights"), including sales orders and facilities leases directly relating to the Business, that have not been terminated prior to the Closing except those relating to the Excluded Inventory, including, without limitation, the fixed assets those Contract Rights listed on Schedule 2.1(f) 1.6 attached to this Agreement; (g) All Accounts Receivable; (h) The Books and Records and all other records relating to the Business; (i) All rights relating to any Prepaid Expenses; (j) To the extent transferable or assignable, all Permits (the “Assigned Permits”); (k) All rights acquired by the Seller pursuant to each of the Franchise Repurchase Agreements including, without limitation, all rights to develop, and sell franchises and operate in, all or any part of any territory which is the subject matter of such Franchise Repurchase Agreement, but specifically excluding (i) any rights to operate any of the “We The People” centers which were, as of the date of such Franchise Repurchase Agreement, located within such territory and (ii) any rights under any of the leases relating to any such “We The People Center”; (l) The Wiley Amounts; (m) To the extent not covered by paragraphs (a) through (l) above, all Related and Incidental Assetshereto; and (n) All rights 1.7 all right, title and interest of the Seller under any claimsin and to all cash and cash equivalents, creditsincluding cash held in bank accounts listed, causes of action or rights of set-off against third parties includingby bank and account number, without limitation, all warranties, guarantees, sureties, indemnities and similar rights in favor of the Seller arising out of or with respect to any of the assets described in Sections 2.1(a) through Section 2.1(m) of this Agreement.on Schedule 1.7 attached hereto;