Common use of Agreement to Sell Assets Clause in Contracts

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 security instruments or agreements, solely associated with the Relay Business; (e) all of the trademarks listed on Schedule 2.14 of the Disclosure Schedule delivered to Buyer by Seller simultaneously with the execution of this Agreement (the "Disclosure Schedule"), associated goodwill, and all rights and interests of Seller therein, and all know-how and trade secrets used by Seller exclusively in the Relay Business and all drawings, prints, test reports, engineering design, assembly instructions, operations and other technical documentation, owned by Seller relating solely to the Relay Business (the "Intellectual Property"); (f) subject to Section 5.5 of this Agreement, all records, customer and supplier lists, pertinent payroll information and summary of relevant information of each employee, product information, product drawings, production documentation, material specifications, equipment lists, formulae, specifications, drawings, plans, reports, data, notes, correspondence, contracts, labels, catalogues, brochures, art work, photographs, advertising materials, marketing and production literature, files and other records and documents owned by and in the possession of Seller solely associated with the Relay Business or its products, including the books of account, ledgers and other financial records of Seller pertaining to the Relay Division to the extent separate records are maintained for the Relay Division by Seller, but excluding Seller's corporate records, tax records and minute books; (g) to the extent transferrable, all permits, licenses, orders, franchises and approvals maintained solely in connection with the Relay Business, including without limitation those described on Schedule 2.20 of the Disclosure Schedule to the extent transferable; (h) all choses in action, claims, causes or rights of action and intangible property rights of Seller solely associated with the Relay Business, including without limitation restrictive covenants, confidentiality obligations and similar obligations of present and former employees of the Relay Division; (i) the name "Decigrid" (and all variations thereof), together with any and all goodwill associated with such name and its variations; and (j) the goodwill of Seller associated with the Relay Business.

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 following assets and property owned by Seller (collectively, the "Purchased Assets"):), including without limitation, the following: (a) all security cash and other depositscash equivalents, credits and other current assets (other than cashincluding marketable securities, 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")on hand or in bank or investment accounts; (b) all machinery, mainframe computer terminals, equipment (other than the Permit Equipment as defined in Section 1.2(h) below)equipment, tooling, dies, tools (including tools owned by Seller tools, furniture and used by vendorsfixtures, which tools are described and categorized by tool, vendor and location on Exhibit A attached hereto), furniturecomputer terminals, office equipment, patterns, showroom models and displays, vehicles, spare parts, leasehold improvements and all other personal property used solely in connection with the Relay Businessof Seller, 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")wherever located, 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 Businesssupplies, 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, solely associated with the Relay Businessincluding without limitation those identified on Exhibit B to this Agreement; (ef) all of the trademarks and trademark applications, including without limitation those listed on Schedule 2.14 of the Disclosure Schedule delivered to Buyer by Seller simultaneously Exhibit C, along with the execution of this Agreement (the "Disclosure Schedule"), associated goodwill, 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 exclusively in the Relay Business and all drawings, prints, test reports, engineering designdesigns, assembly instructions, operations operations, and other technical documentation, and all know-how, trade secrets and other intellectual property not otherwise set forth owned by Seller relating solely to the Relay Business (the "Intellectual Property"); (fg) subject to Section 5.5 of this Agreement, all records, customer and supplier lists, pertinent payroll information and summary of relevant information of each employee, product information, product drawings, production documentation, material specifications, equipment lists, formulae, specifications, drawings, plans, reports, data, notes, correspondence, contracts, labels, catalogues, brochures, art work, photographs, advertising materials, marketing and production literature, files and other records and documents owned by and in the possession of Seller solely associated with the Relay Business or its productsdocuments, including the books of account, ledgers and other financial records of Seller pertaining to the Relay Division to the extent separate records are maintained for the Relay Division by Seller, but excluding Seller's corporate records, tax records and minute books; (gh) to the extent transferrable, all permits, licenses, orders, franchises and approvals maintained solely in connection with the Relay Businessby Seller, including without limitation those described identified on Schedule 2.20 of the Disclosure Schedule Exhibit D to the extent transferablethis Agreement; (hi) all choses in action, claims, causes or rights of action and intangible property rights of Seller solely associated with the Relay BusinessSeller, including without limitation restrictive covenants, confidentiality obligations and similar obligations of present and former employees of the Relay Divisionemployees; (i) the name "Decigrid" (and all variations thereof), together with any and all goodwill associated with such name and its variations; and (j) the goodwill of Seller associated with the Relay Business.Seller. The Purchased Assets shall be transferred to Buyer free and clear of any and all claims, liens, security interests, encumbrances, charges, obligations and other restrictions, other than Permitted

Agreement to Sell Assets. On the terms and subject to the conditions of this Agreement, Seller agrees to shall sell, convey, assign, transfer and deliver to Buyer (as specified below)Buyer, and Buyer agrees to shall purchase and acquire from Seller (as specified below)Seller, all of Seller's right, title and interest in and to all of the following assets and property owned by Seller of the Business (collectively, the "Purchased Assets"):) as follows: (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)equipment, tooling, dies, tools (including tools owned by Seller tools, jigs, moldings, presses, benches, furniture and used by vendorsfixtures, which tools are described and categorized by tool, vendor and location on Exhibit A attached hereto), furniturecomputer terminals, office equipment, patterns, showroom models and displays, vehicles, spare partsparts for the foregoing, leasehold improvements and all other tangible personal property used solely in connection with of Seller, wherever located, which relate exclusively to 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; (cb) all inventories (except Slow Moving Inventory as defined in Section 1.2(b)) of raw materials, parts, sub-assemblies, 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 Businesssupplies, wherever located, which relate exclusively to the Business; (c) all security and other deposits made by Seller, all credits due and owing to Seller, and all prepayments made to Seller by customers for orders which are not shipped before Closing (i.e.: back orders) which relate exclusively to the Business; (d) all of Seller's right, title and interest in and to the all contracts (including exclusive supply contracts), agreements, leases, licenses and commitments, as well as any notes or other instruments evidencing sums owed Seller commitments and any related security instruments or agreements, solely associated with including without limitation those identified on Exhibit B to this Agreement, relating exclusively to the Relay Business; (e) all of the trademarks trademarks, trade names, service marks, and logos and applications therefore, relating exclusively to the Business and listed on Schedule 2.14 of the Disclosure Schedule delivered to Buyer by Seller simultaneously Exhibit C, along with the execution of this Agreement (the "Disclosure Schedule"), associated goodwill, goodwill and all rights and interests of Seller therein, relating exclusively to the Business, all patents and patent applications listed on Exhibit C, along with associated goodwill and all rights and interests of Seller therein, relating exclusively to the Business, all know-how and trade secrets used or owned by Seller and relating exclusively in to the Relay Business Business, and all drawings, patterns, prints, test reports, engineering designdesigns, assembly instructions, operations operations, and other technical data and documentation, and all know-how, trade secrets and other intellectual property not otherwise set forth owned by Seller and relating solely exclusively to the Relay Business Business; provided, Seller is not selling and Buyer is not purchasing the name "Cornell-Dubilier" (the "Intellectual Property"); (f) subject all of the following, in tangible form or as computer data, relating exclusively to Section 5.5 of this Agreement, all the Business: records, customer and supplier lists, pertinent payroll information and summary of relevant information of each employee, product information, product drawings, production documentation, material specifications, equipment lists, formulae, patterns, specifications, drawings, plans, reports, data, notes, correspondence, contracts, labels, catalogues, brochures, art work, photographs, advertising materials, showroom models and displays, marketing and production literature, files and other records and documents owned by and in the possession of Seller solely associated with the Relay Business or its productsdocuments, including the books of account, ledgers and other financial records of Seller pertaining to the Relay Division to the extent separate records are maintained for the Relay Division by Seller, but excluding Seller's corporate records, tax records and minute bookstax records; (g) to the extent transferrable, all permits, licenses, orders, franchises and approvals maintained solely in connection with by Seller, relating exclusively to the Relay Business, including without limitation those described identified on Schedule 2.20 of the Disclosure Schedule Exhibit D to the extent transferablethis Agreement; (h) all choses in action, claims, causes or rights of action and intangible property rights of Seller solely associated with relating exclusively to the Relay Business, including without limitation restrictive covenants, confidentiality obligations and similar obligations of present and former employees of the Relay Divisionemployees; (i) the name "Decigrid" (and all variations thereof), together with any and all goodwill associated with such name and its variations; and (j) the goodwill of Seller associated with relating exclusively to the Relay Business.