Asset Purchase and Sale. 1 Section 1.1.
Asset Purchase and Sale. 1 (S)1.1 Asset Purchase and Sale....................................... 1 (S)1.2 Excluded Assets............................................... 2 (S)1.3 Liabilities Assumed........................................... 3 (S)1.4 Purchase Price................................................ 3 (S)1.5 Closing....................................................... 4 (S)1.6 Conveyance Documents.......................................... 5 (S)1.7 Possession.................................................... 5
Asset Purchase and Sale. Subject to Section 1.2, each of the Sellers shall take all such actions necessary to sell, convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances other than any Permitted Encumbrances, and Buyer shall acquire from each of the Sellers, all of the right, title and interest that Parent and its Subsidiaries possess in and to the assets primarily related to the Business (the “Purchased Assets”), including the following:
(i) (A) the owned real property set forth on Schedule 1.1(b)(i) (the “Asset Sale Real Property”), together with the applicable Seller’s right, title and interest in all buildings, structures, improvements, paved parking lots and fixtures thereon and all other appurtenances thereto, and (B) the Real Property Leases to the extent transferable by the terms thereof;
(ii) the furniture, equipment, machinery, supplies, materials, vehicles, spare parts, tools, office equipment, computer hardware, personal property and other tangible property, including all exterior and interior ground and building signs, in each case that are owned or leased by any of the Sellers and primarily related to the Business (the “Tangible Personal Property”);
(iii) leases relating to the Tangible Personal Property;
(iv) all Contracts to which any Seller is a party primarily relating to the Business;
(v) all inventory primarily related to the Business and held for sale to customers of the Business, including spare parts, raw materials, containers, packaging and packaging supplies and work-in-process;
(vi) all accounts and notes receivable primarily related to the Business (excluding Tax receivables, intercompany accounts and notes receivable from Parent or any of its Subsidiaries, other than the Purchased Entities and their Subsidiaries) and the full benefit of all security for such accounts and notes, including any claims, remedies and other rights to the extent related to any of the foregoing;
(vii) the Intellectual Property exclusively used in the Business, and the Intellectual Property used primarily in the Business set forth on Schedule 1.1(b)(vii), that is owned by or licensed to any Seller or its Subsidiary other than Parent, together with claims against third parties for infringement of any of the foregoing and the right to bring actions and collect damages for past, present or future infringement for any of the foregoing, in each case to the extent transferable, subject to the Trademark Coexistence Agreement (to the extent applicable);
(viii...
Asset Purchase and Sale. (a) Upon the prior consummation of ----------------------- the MLP Contribution, and simultaneously,
(i) Basis shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Basis in and to the tangible Basis Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged,
(ii) Xxxxxx Pipeline shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Xxxxxx Pipeline in and to the Xxxxxx Pipeline Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged,
(iii) Xxxxxx Texas shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Xxxxxx Texas in and to the Xxxxxx Texas Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged,
(iv) Xxxxxx Transportation shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Xxxxxx Transportation in and to the Xxxxxx Transportation Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged, and
(v) Xxxxxx Power shall sell, grant, convey, assign, transfer, set over and deliver to Genesis OLP, its successors and assigns, for its and their own use forever, all right, title and interest of Xxxxxx Power in and to the Xxxxxx Power Assets in exchange for cash in the amount of $____ million, the sufficiency of such consideration which is hereby acknowledged.
(b) In the event that the Xxxxxx Purchase Cash is less than the Xxxxxx Affiliate Cash,
(i) the Xxxxxx Purchase Cash shall be paid to Xxxxxx Pipeline, Xxxxxx Texas, Xxxxxx Transportation and Xxxxxx Power in the following percentages: ___ % to Xxxxxx Pipeline, ___ % to Xxxxxx Texas, ___ % to Xxxxxx Transportation and ___ % to Xxxxxx Power, and
(ii) Genesis OLP shall issue to each of Xxxxxx Pipeline, Xxxxxx Texas, Xxxxxx Transportation and Xxxxxx Power Subordinated LP Units with an aggregate Per Unit Capital Amount equal to the difference, in each c...
Asset Purchase and Sale. Seller and Buyer mutually agree for the Seller to sell, convey, transfer, assign and deliver to Buyer and Buyer to purchase substantially all of the property of Seller, wherever located, tangible and intangible, consisting of the following assets: vehicles, bottling equipment, spring properties, trademarks and other intellectual property, purchase orders, customer lists, and goodwill. (The assets being purchased and sold hereunder are sometimes referred collectively as "Assets" and are identified in Exhibit "A"). Assets of Seller not on the list are being retained by Seller.
Asset Purchase and Sale. Seller and Buyer mutually agree for the Seller to sell, convey, transfer, assign and deliver to Buyer and Buyer to purchase substantially all of the property of Seller relating to the Home and Office (Route Distribution) bottled water and coffee Business in or about Albany, New York, wherever located, tangible and intangible, (the "Business") consisting of the following assets: vehicles, vehicle leases, purchase orders, customer contracts, customer lists, inventory, and goodwill. (The assets being purchased and sold hereunder are sometimes referred to collectively as "Assets" and are identified in Exibit "A"). Assets of Seller not on the list are being retained by Seller, including specifically, and without limitation, accounts receivable arising out of sales on or before the Closing Date (as hereinafter defined).
Asset Purchase and Sale. On the terms and subject to the conditions ----------------------- described in this Agreement, Sellers shall sell, assign, transfer, convey, and deliver to American, and American shall purchase from Sellers, substantially all of Sellers' respective assets, rights, and business operations (the "Assets"), including without limitation the following:
(a) All furniture, fixtures, and equipment (collectively, the "Equipment");
(b) All office and dental supplies (collectively, the "Supplies");
(c) The goodwill value of Sellers' respective business operations as going concerns, including Sellers' operations relating to the management of the non-clinical aspects of the Sellers' dental practices (the "Goodwill"), provided that the Parties acknowledge that neither ADP nor American shall acquire, nor shall either of them operate, the dental practices of Sellers (the "Dental Practices"), which shall be operated by the entities identified on Schedule 1.1
Asset Purchase and Sale. On the Effective Date, each of the Company and SNDL shall, or shall cause their applicable affiliates, to enter into the Asset Purchase Agreement and the Intellectual Property Transfer Agreement and consummate the transactions contemplated thereunder, each in forms reasonably satisfactory to the Parties.
Asset Purchase and Sale. On the terms and subject to the conditions of this Agreement:
Asset Purchase and Sale. On the Closing Date, and on the terms and ----------------------- subject to the conditions described in this Agreement, RDG shall sell, assign, transfer, convey, and deliver to American, and American shall purchase from RDG, substantially all of RDG's assets, rights, and business operations (the "Assets"), including without limitation the following:
(a) All furniture, fixtures, and equipment (collectively, the "Equipment");
(b) All office and dental supplies (collectively, the "Supplies");
(c) [Intentionally omitted;]
(d) [Intentionally omitted;]
(e) The goodwill value of RDG's business operations as a going concern (the "Goodwill"), provided that the Parties acknowledge that neither ADP nor American shall acquire, nor shall either of them operate, the dental practice of RDG, which shall continue to be operated by RDG;
(f) All rights under any agreements with equipment vendors or other suppliers (the "Supplier Agreements");
(g) [Intentionally omitted;] and
(h) All rights, titles, and interests in the Proprietary Rights and the Software (each as defined in (S)3.12, below).
