Agreement to Sell Assets Sample Clauses

Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the "Purchased Assets"), free and clear of any and all security interests, liens, encumbrances, or adverse claims whatsoever: (a) all inventories of raw materials, work in process, finished goods, packaging and supplies owned by Seller, wherever located, used or intended for use in the Business as described as of July 31, 1997, on Exhibit 1.1(a) ("Inventories"); (b) all machinery and equipment, including dies, molds, jigs, racks and tools, owned or leased by Seller and used in the Business, as described in Exhibit 1.1(b) ("Machinery and Equipment"); (c) all rights under the contracts relating to the Products or the Business identified in Exhibit 1.1(c) hereof ("Contracts"): (d) the registered trademark "QuickCast(R)," United States Trademark Registration No. 1,947,779 and No. 1,898,779 and the other trademarks, trade names and trade dress used by Seller in connection with the Business as described in Exhibit 1.1(d) and the goodwill associated therewith (the "Marks"); and (e) all customer lists, product literature, advertising materials, graphics, art work, processes, manufacturing drawings, product designs, patterns, and design work directly relating to the Products or the Business.

Agreement to Sell Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire, the Phototherapy System and all the assets, properties, rights and interests, tangible and intangible and including all associated goodwill, of the Seller directly relating thereto (the Phototherapy System and all such other assets, properties, rights, interests and goodwill collectively being referred to as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include the following: (i) The fiber optic illuminators identified on Exhibit D attached hereto and contained in the Phototherapy System and any other devices, products or other developments arising out of the Phototherapy System, and any improvements thereto (the "Products"). (ii) The optoblanket portion of the Phototherapy System and any improvements thereto (the "Optoblanket"). (iii) All information and know-how which is used in connection with the Phototherapy System or relating to the design, tooling, manufacture, testing, engineering, servicing, marketing, distribution and use of the Products and the Optoblanket, including without limitation all confidential information, trade secrets, inventions, technical data, research and development data, processes and formulations, manufacturing and production know-how and experience, management know-how, training programs, engineering and other drawings, specifications, schemes, guidelines, procedures, policies, performance criteria, operating instructions, operating and maintenance manuals and brochures, technology, technical information, software (including all source code and object code, software design and validation documents), engineering and functional specifications, promotional literature, technical rights and information (the "Technical Know-How"). (iv) All patent and other intellectual property rights, all copyrights and mask work rights and all marketing, manufacturing and distribution rights related to the Phototherapy System, including all improvements thereof and thereto, together with the goodwill associated therewith and any and all past, present and future legal causes of action and choses in action related thereto, that Seller has a right to bring (the "Intellectual Property Rights"). (v) All technical documentation and drawings in any media of any type, including machine readable and tangible format, embodying information regard...

Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Buyer (as specified below), and Buyer agrees to purchase and acquire from Seller (as specified below), all of Seller's right, title and interest in and to all of the assets and property owned by Seller (collectively, the "Purchased Assets"), including without limitation, the following: (a) all cash and cash equivalents, including marketable securities, on hand or in bank or investment accounts; (b) all machinery, equipment, tooling, dies, tools, furniture and fixtures, computer terminals, office equipment, patterns, showroom models and displays, vehicles, spare parts, leasehold improvements and all other personal property of Seller, wherever located, including without limitation those items listed on Exhibit A to this Agreement and those items tagged or otherwise identified on the Closing Date as part of the Purchased Assets, together with all express and implied warranties by the manufacturers or sellers thereof, and all maintenance records, brochures, catalogues and other documents relating thereto or to the installation or functioning thereof; (c) all inventories of raw materials, work-in-process, finished goods (including all inventories consigned to dealers, sales representatives, vendors and others, or in transit), materials and supplies, wherever located; (d) all accounts receivable of Seller and all security and other deposits, credits and other current assets of Seller; (e) all of Seller's right, title and interest in and to the contracts (including exclusive supply contracts), agreements, leases, licenses and commitments, as well as any notes or other instruments evidencing sums owed Seller and any related security instruments or agreements, including without limitation those identified on Exhibit B to this Agreement; (f) all of the trademarks and trademark applications, including without limitation those listed on Exhibit C, along with associated goodwill and all rights and interests of Seller therein, all patents and patent applications, including without limitation those listed on Exhibit C, along with associated goodwill and all rights and interests of Seller therein, all know-how and trade secrets used or owned by Seller and all drawings, prints, test reports, engineering designs, assembly instructions, operations, and other technical documentation, and all know-how, trade secrets and other intellectual property not ot...

Agreement to Sell Assets. On the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of Liens, and Buyer shall purchase from Seller, for the consideration specified in Section 1.02 hereof, a 50% interest in the assets of Seller (the "Assets"), including without limitation the following: (a) all tangible assets used or useful in Seller's conduct of its business, including without limitation, all equipment, computers, furniture, fixtures, supplies, books and records; (b) all accounts receivable and similar claims; (c) all inventory of Seller; and (d) all intangible assets, such as computer programs and rights under leases, licenses, contracts and other agreements and instruments. Notwithstanding the foregoing, Seller shall not sell and Buyer shall not purchase an interest in the Excluded Assets and any loans receivable (including interest due thereon) from Xxxxxx.

Agreement to Sell Assets. Subject to the terms and upon the conditions set forth herein, the COMPANY agrees to sell, assign, transfer and deliver to WELLINGTON, and WELLINGTON agrees to purchase from the COMPANY, at the Closing, Assets owned by the COMPANY as set forth on Exhibit "A", in exchange for the transfer, at the Closing, by WELLINGTON to the COMPANY of the Funds (the "Transaction"). The Asset purchase price shall be allocated among the Assets in accordance with Exhibit "B" to this Agreement. The Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances, excepting only the Assumed Liabilities (defined below). (a) On the Closing Date, and subject to the terms and conditions of this Agreement, WELLINGTON agrees to assume and become responsible for only those liabilities identified in Exhibit B (the "Assumed Liabilities") (upon receipt of Exhibit B, Buyer shall identify which of the liabilities, contracts, leases and/or other agreements it will assume and will xxxx such schedule with such designations). WELLINGTON shall execute an Assumption Agreement, set forth in Attachment 1 hereto, delineating the Assumed Liabilities concurrent with the Closing. Trader Labeling, L.L.C. June __, 2002 Page 2 (b) Other than the Assumed Liabilities, WELLINGTON shall not assume, by virtue of this Agreement or the transactions contemplated hereby, any other current or long-term liabilities or obligations of the COMPANY of any kind whatsoever including, without limitation, any claims by current or former officers, directors, employees, creditors or shareholders of the COMPANY of any nature whatsoever, all of which liabilities and obligations (the "Excluded Liabilities") the COMPANY shall be and remain liable to pay, satisfy and discharge.

Agreement to Sell Assets. On the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of Liens, and Buyer shall purchase from Seller, for the consideration specified in Section 1.02 hereof, certain assets of Seller (the "Assets") which are listed on Schedule 1.01 hereto.

Agreement to Sell Assets. Subject to the terms and conditions contained herein and upon the performance by each of the parties hereto of its respective obligations hereunder, Seller hereby agrees to sell, assign, convey, transfer and deliver to Buyer on the Closing Date (as defined in Section 4 hereof), and Buyer hereby agrees to purchase from Seller on the Closing Date, the Assets. At the Closing (as defined in Section 4 hereof), Seller shall deliver to Buyer a Xxxx of Sale in the form of Exhibit 1.1A attached hereto and Buyer and Seller shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 1.1B attached hereto and such other documents of conveyance as may be necessary to effectuate and perfect the transfer of title to the Assets to Buyer.

Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to Buyer (as specified below), and Buyer agrees to purchase and acquire from Seller (as specified below), all of Seller's right, title and interest in and to the following assets and property owned by Seller (the "Purchased Assets"): (a) all security and other deposits, credits and other current assets (other than cash, cash equivalents and accounts receivable) associated solely with the Relay Business, including, but not limited to, the $24,000 escrow deposit associated with the radiflo equipment (the "Radiflo Deposit"); (b) all machinery, mainframe computer terminals, equipment (other than the Permit Equipment as defined in Section 1.2(h) below), tooling, dies, tools (including tools owned by Seller and used by vendors, which tools are described and categorized by tool, vendor and location on Exhibit A attached hereto), furniture, office equipment, patterns, showroom models and displays, vehicles, spare parts, leasehold improvements and all other personal property used solely in connection with the Relay Business, including calibration equipment located in the Electrical Calibration Room shown on Exhibit B hereto (the "Electrical Calibration Room") dedicated solely to the Relay Business (the "Relay Calibration Equipment") and tools and pieces of equipment located in the Electrical Calibration Room that are in the process of being calibrated and are used solely in the Relay Business (the "Calibration Room Relay Tools"), and further including without limitation those items listed on Exhibit A to this Agreement and those items tagged or otherwise identified on the Closing Date as part of the Purchased Assets, together with all express and implied warranties by the manufacturers or sellers thereof, and all maintenance records, brochures, catalogues and other documents relating thereto or to the installation or functioning thereof; (c) all inventories of raw materials, work-in-process, finished goods (including all inventories consigned to dealers, sales representatives, vendors and others, or in transit), materials and supplies used solely in connection with the Relay Business, wherever located; (d) all of Seller's right, title and interest in and to the contracts (including exclusive supply contracts), agreements, leases, licenses and commitments, as well as any notes or other instruments evidencing sums owed Seller and any related secur...

Agreement to Sell Assets. Subject to and upon the terms of and conditions of this Agreement, Company will sell, transfer, convey, assign, and deliver to LPC, and LPC will purchase and acquire from Company as of the Effective Date, all right, title, and interest of the Company in and to the properties, assets, and rights of every nature, kind, and description, tangible and intangible (including goodwill and intellectual property), except for the Excluded Assets, primarily related to or used or held for use by TGC, LLC, as they exist on the Effective Date (collectively, the “Exchange Property”), in accordance with the assets listed at Exhibit B, which shall be incorporated herein.

Agreement to Sell Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), Seller shall sell, transfer and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, the following listed assets of Seller (collectively, the "PURCHASED ASSETS"):