Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Asset Closing, the Company shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall, and/or shall cause its Subsidiaries to, purchase, acquire and accept from the Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens, all of the Company’s and such Subsidiaries’ respective right, title and interest in and to the following assets and all of the goodwill associated therewith (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), as the same shall exist on the Asset Closing Date (collectively, the “Purchased Assets”):
(i) the Owned Real Property (as defined in the Merger Agreement) and any fixtures, machinery, equipment and tangible personal property attached to or located on the Owned Real Property that relate to or are used or held for use in connection with the SMS Business;
(ii) all inventories (including raw materials, purchased goods, parts, containers, recycled materials, work in process, supplies, finished goods and demo and consignment inventory) on the books of the Company or its Subsidiaries;
(iii) all lists of current, former and prospective customers, suppliers, resellers and vendors, customers’ files, credit information, parts lists, business correspondence, business lists, brochures, manuals, sales literature, promotional literature and other selling, advertising and marketing materials and all other similar assets and rights related to the conduct of the SMS Business;
(iv) all of the machinery, equipment, tools, spare parts, all transportation and office equipment, computers, furniture, furnishings, vehicles, and other fixed assets and personal property owned by the Company and its Subsidiaries and related to, used or held for use in connection with the SMS Business (including any and all hard drives, disks, diskettes, tapes or other tangible media), and in the case of any such items which are leased or licensed by the Company or its Subsidiaries, the Company’s and such Subsidiaries’ leasehold or license interest therein;
(v) all Contracts to which any of the Company or its Subsidiaries are a party to the extent they are related to the SMS Business, including the SMS Agreements (collectively, the “Assumed Contracts”);
(vi) all Intellectual Property owned by the Company and its Subsidiaries and that is related to the...
Asset Purchase. Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);
Asset Purchase. On the terms of this Agreement, MAST shall sell, assign, transfer, convey and deliver to GP Corp, and GP Corp shall purchase from MAST, all of MAST’s right, title and interest in all of the assets, properties and rights used or held for use by MAST in the operation or conduct of its historical business existing on the Effective Date, wherever located, whether tangible or intangible, real, personal or mixed, including, for the avoidance of doubt, the following assets (except, in each case, for the Excluded Assets), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in MAST’s books or financial statements: (i) the Assigned Contracts and all prepayments related thereto; (ii) the Assumed Leases and any deposits related thereto; (iii) the leasehold interest (the “Transferred Premises”) described in Section 1.1(b)(iii) of the disclosure letter delivered by MAST to GP Corp concurrent with delivery of this Agreement (the “Disclosure Letter”); (iv) all Fixtures and Supplies; (v) the Business Records which relate to the assets acquired by GP Corp under this Agreement (the “Purchased Assets”) and the Assumed Liabilities to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records which are required by Law to be retained by MAST or its Affiliates, the right to access and copy such portions; (vi) the Goodwill connected with the use of the Purchased Assets; (vii) all rights to the claims, causes of action, rights of recovery, and rights of set-off, made or asserted against any Person on or after the Effective Date relating to the Purchased Assets, whether arising out of actions or conditions occurring prior to, on, or after the Effective Date, including all rights to xxx for or assert claims against and seek remedies and to retain any and all damages, settlement amounts and other amounts therefrom; (viii) all Software; and (ix) all guarantees, warranties, indemnities and similar rights in favor of MAST or its Affiliates related to any of the foregoing (collectively, the “Purchased Assets”) free and clear of any Encumbrances.
Asset Purchase. The Borrower shall cause the Asset Purchase to be consummated in accordance with the terms of the Asset Purchase Documents and applicable requirements of law and shall cause compliance by Asset Purchaser in all material respects with its obligations under the Asset Purchase Documents. The Loan Parties shall deliver such agreements, documents and instruments reasonably requested by Agent to evidence consummation of the transactions contemplated by the Asset Purchase Documents.
Asset Purchase. The transaction contemplated under this Agreement is strictly an asset purchase, and Purchaser is not taking any assignment of any debt, obligation, or other Encumbrance on any of the Assigned Patents.
Asset Purchase. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase from the Vendor, and the Vendor shall sell, assign, transfer, convey, and deliver to the Purchaser all of the Assets as at the Closing Date.
Asset Purchase. The closing contemplated by the Asset Purchase Agreement shall have been consummated concurrently with the Closing hereunder.
Asset Purchase. Upon the terms and subject to the conditions of this Agreement, and except for the assets set forth on Schedule 2.1(a) hereof, at the Closing, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Seller, one hundred percent (100%) of the assets of the Seller, tangible and intangible, wherever located, whether or not listed in the Financial Statements (the “Purchased Assets”). The Purchased Assets include, without limitation: (i) all accounts receivable of Seller; (ii) the Beauty Brands and Costco orders; (iii) all Seller customer relationships; and (iv) and all formulas related to the Per-fekt products. The Purchased Assets shall be sold, transferred and assigned free and clear of all Liens and Encumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, the Purchased Assets will not include any of the assets listed on Schedule 2.1(a) (collectively, the “Excluded Assets”).
Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver to Purchaser (and/or a Purchasing Party as the case may be), and Purchaser (and/or a Purchasing Party, as the case may be) shall purchase, acquire and accept from Seller and/or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to all of the assets, properties and rights primarily related to the Business (other than (X) with respect to Intellectual Property matters which are addressed exclusively in the IPMA and the Manufacturing Trademark License Agreement, and (Y) Inventory, which will be sold, assigned, transferred and delivered pursuant to subsection (iii) below), which include without limitation those assets set forth on Exhibit G, but specifically excluding the Excluded Assets (as defined below) (the “Purchased Assets”). Such Purchased Assets shall be purchased and acquired subject to the terms of any leases existing as of the date of this Agreement with respect to any Purchased Assets as disclosed in the Disclosure Letter; provided, however, that
(i) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (A) assume the lease pursuant to this Agreement, (B) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease, or (C) treat such asset so it is not deemed a Purchased Asset and as a result not transferred to Purchaser at the Closing;
(ii) in the event that Seller discovers, either prior to or after the Closing, that a Purchased Asset that Purchaser reasonably deems to be a non-material Purchased Asset listed on Exhibit G is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset; and
(iii) contingent upon the Closing, promptly, but in no event later than 3 business days following the termination of provision of the ERP Transition Services (as defined in the Transition Services Agreement), Seller shall or shall cause one or more of Subsidiaries to sell, transfer, convey and deliver to Purchaser (and/or a Purchasing Party as the case may be) and Purchaser (and/or a Purchasing Party, as the case may be) shall purchase, acquire and accept...
Asset Purchase. In the event that Axon receives a bona fide offer (an “Asset Purchase Offer”) from a third-party to acquire any or all of Axon’s assets, then Axon shall, prior to accepting such offer, [*].
