Asset Purchase Sample Clauses
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 and subject to the conditions set forth in this Agreement, the Purchaser shall purchase from the Company, and the Company shall sell, convey, assign, transfer and deliver to the Purchaser on the Closing Date, all of the Company's right, title and interest as of the Closing Date in all of its properties, assets and rights of any kind, whether tangible or intangible, real or personal (but excluding the Excluded Assets) (the "Purchased Assets"), free and clear of all liens (except Permitted Liens), charges, security interests, encumbrances and restrictions of whatever nature, including, but not limited to, the following:
(i) all accounts and notes receivable;
(ii) cash, cash equivalents, certificates of deposit, marketable securities, bank accounts and similar items;
(iii) any employee benefit plan, program, policy or arrangement of the Company set forth in the Benefits Plan Schedule, including any assets in any related trusts, other than any such employee benefit plan, program, policy or arrangement identified on the Excluded Assets Schedule attached hereto;
(iv) all finished goods inventories, raw materials, packaging materials, work in process, consigned goods and finished goods (including warehoused inventories, inventories covered by purchase orders and goods in transit), wherever located (collectively, the "Inventory");
(v) all Proprietary Rights owned by, issued to or licensed to the Company and which are necessary for or related to or used in the operation of the business of the Company as conducted on the Closing Date, along with all income, royalties, damages and payments due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to xxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world), in each case including the items set forth on the attached "Proprietary Rights Schedule" (collectively, the "Purchased Proprietary Rights");
(vi) all of its contracts, licenses, leases and other agreements, including those described on the attached Contracts Schedule and all security deposits relating thereto (collectively, the "Assumed Contracts"");
(vii) all Leased Real Property;
(viii) all leasehold improvements and all machinery, equipment, vehicles, fixtures, trade fixtures, computers and related software and furniture;
(ix) all offic...
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. 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. (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. Upon the terms and subject to the conditions set forth in this Agreement and in the Intellectual Property Matters Agreement in the form attached hereto as Exhibit A (the “IPMA”) as applicable, 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 the Purchaser, and Purchaser or a designated Subsidiary of Purchaser shall acquire and accept from Seller or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to the following assets and properties, free and clear of Liens other than Permitted Liens (all such assets collectively referred to herein as the “Purchased Assets”):
(i) those current product lines of Seller, and those discontinued, predecessor and legacy product lines of the Business from the prior ten (10) years (the “Discontinued Products”), in each case described on Schedule 2.1(i) of the Disclosure Letter (collectively, the “Seller Products”);
(ii) the tangible personal property assets of Seller listed on Schedule 2.1(ii) of the Disclosure Letter, including the fixed assets listed therein (the “Tangible Assets”);
(iii) all inventory, raw materials, works in progress and finished goods exclusively relating to any of the Seller Products or otherwise exclusively relating to the Business that exist as of the Closing Date (the “Inventory Assets”); provided that with respect to any and all triple-quadrupole (“QQQ”) mass spectrometry (“MS”) related inventories which could be used for either the GC-QQQ-MS product line (which constitutes a Seller Product) or the LC-QQQ-MS product line (which does not constitute a Seller Product), (A) inventory which is designated in the applicable production forecasts of the Varian Companies as being for GC-QQQ-MS shall constitute Inventory Assets hereunder and inventory which is designated in such production forecasts as being for LC-QQQ-MS shall not constitute Inventory Assets hereunder, and (B) inventory which is either designated in the applicable production forecasts of the Varian Companies as being for both GC-QQQ-MS and LC-QQQ-MS, or inventory which is not designated for either such product line, shall be allocated as Inventory Assets hereunder and non-Inventory Assets on the basis of the ratio of the total inventory designated for GC-QQQ-MS to the total inventory designated for LC-QQQ-MS in Varian’s fiscal year 2009;
(iv) true and complete copies of all Seller’s customer list, cu...
Asset Purchase. The closing contemplated by the Asset Purchase Agreement shall have been consummated concurrently with the Closing hereunder.
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. 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. 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, [*].