Assets Acquired. Subject to the terms and conditions of this Agreement, the Seller agrees to sell, assign, convey, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to purchase and acquire from the Seller on the Closing Date, all of the Purchased Assets, and the Seller and the Purchaser agree to execute an Assignment of License Agreement in the form of Exhibit A for Seller to transfer a license to the Purchaser to use on and after the Closing Date all of the Licensed Proprietary Rights.
Assets Acquired. Seller agrees to sell, assign, grant, transfer, and deliver to Buyer (and to the extent PAL is required to act, shall cause PAL to sell, assign, grant, transfer and deliver to Buyer), and Buyer agrees to purchase, acquire and accept from Seller, on the terms and conditions set forth in this Agreement, the following assets (“Purchased Assets”):
(a) All of Seller’s rights, title and interest in the equipment, furniture and fixtures owned, utilized or held for use by Seller listed on Schedule 2.l(a).
(b) All of Seller’s rights, title and interest under certain leases and contracts (other than those referred to in Section 2.l(c) below) listed on Schedule 2.l(b), but only to the extent that such contracts are assumable by Buyer pursuant to the terms of such contracts (the “Seller Contracts”). Buyer, at its sole discretion, shall be permitted to exclude any contract or lease from Schedule 2.l(b) within 30 days after the Closing Date by providing Seller notice of such exclusion. Notwithstanding the foregoing, Buyer shall be responsible for those certain Seller Contracts as specifically designated as mandatory Seller Contracts in Schedule 2.l(b).
(c) All of Seller’s rights, title and interest in the consumer accounts listed on Schedule 2.l(c) (collectively with the Account Collateral, the “Accounts”).
(d) All of Seller’s rights to service the Accounts.
(e) All of Seller’s and PAL’s rights, title and interest (a) to claims, causes of action, judgments, liens, and similar rights relating to recovery of the Accounts, and (b) in assets that are the subject of such Accounts or that constitute security interests or other interests in assets that are collateral for such Accounts, including without limitation all motor vehicles, original documentation relating to such rights and interests, including certificates of title, and all rights to recover upon or take any act with respect to such interests or assets, identified on Schedule 2.l(e), other than those identified on Schedule 3.1 (collectively, the “Account Collateral.
(f) All of Seller’s and PAL’s rights, title and interest in contracts and agreements with assignors of retail installment sale contracts and accounts providing for the assignment of such contracts and accounts, existing as of the Closing Date as identified on Schedule 2.l(f), other that those identified on Schedule 3.1 (“Provider Assignment Agreements”).
(g) All of Seller’s rights, title and interest in leasehold improvements installed or purchased by Se...
Assets Acquired. The Assets to be acquired by the Acquiring Fund from Xxxxxxxxxx III, on behalf of the Acquired Fund, shall consist of all of the Acquired Fund's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund, as of the Valuation Time described in Section 4. As used in this Agreement, the term "Investments" shall mean the Acquired Fund's investments shown on the statements of assets and liabilities at December 31, 2002 referred to in Section 2(c) hereof, as supplemented with such changes as Xxxxxxxxxx III, on behalf of the Acquired Fund, shall make after December 31, 2002 only in the ordinary course of its business.
Assets Acquired. Upon consummation of the transactions contemplated by this Agreement, Enterra Sub shall have acquired from Seller all of the assets (other than Excluded Assets, as defined herein) being used (or held for use) to generate the operating results reflected in Seller's Financial Statements. Since the Balance Sheet Date there has been no change in the inventory or revenue producing equipment of the Business that generated the revenues reflected in the Seller's Financial Statements, other than changes in the ordinary course of the Business, consistent with the past practice, which are not material in the aggregate.
Assets Acquired. The assets to be acquired by the Acquiring Series from Company shall consist of all of Company's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by Company and any deferred or prepaid expenses shown as an asset on the books of Company as of the Valuation Time described in Section 4.
Assets Acquired. On the terms and subject to the conditions of this Agreement, Seller shall, on the Closing Date, sell, assign, transfer, convey and deliver to Purchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser free and clear of any liens, encumbrances or liabilities, and Purchaser shall acquire from Seller, on the Closing Date, all of Seller's right, title and interest in and to the following assets listed on Schedule 1 hereto, with the exception of (i) all contract rights contained in that certain Registration Rights Agreement and that certain Investment Agreement, both dated March 31, 2006 and both by and between Seller and Dutchess Private Equities Fund, LP ("Dutchess"), and (ii) that lease (rental agreement) by and between Seller and A-1 Self Storage located in El Cajon, California, and (iii) $500 cash (collectively, the "Assets").
Assets Acquired. The assets to be acquired by the Acquiring Series from NIF II shall consist of all of NIF II's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by NIF II and any deferred or prepaid expenses shown as an asset on the books of NIF II as of the Valuation Time described in Section 4. (c)
Assets Acquired. The assets to be acquired by the Acquiring Series from FHIT shall consist of all of FHIT's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by FHIT and any deferred or prepaid expenses shown as an asset on the books of FHIT as of the Valuation Time described in Section 4.
Assets Acquired. The Sale Shares represent the entire issued share capital of the Target Company. The Target Group engages principally in the processing and trading of used computer- related components such as integrated circuit chips, hard-disk and motherboards from developed countries to developing countries.
Assets Acquired. The CY Property.
