Assets Being Purchased Sample Clauses
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this Agreement, the tangible and intangible assets listed and shown on the attached schedule marked EXHIBIT I - Asset Listing by Group (hereinafter called the "Assets"). Such Assets being all of the Assets currently used by the Seller in the conduct of his retail tanning salon business under the name "Altamonte Tan, Inc. dba Tan USA #9." In connection with the sale of the Assets, and at the Closing (as hereinafter defined), the Seller shall execute and deliver to and in favor of the Buyer, an Assignment and Xxxx of Sale and such other instruments as may be required in order to transfer of record all right, title and interest of the Assets to the Buyer except as otherwise herein expressly provided.
Assets Being Purchased. Seller agrees to sell, transfer, assign, convey and deliver, and in the case of the FCC licenses, permits and authorizations, to assign, to Buyer, and Buyer agrees to purchase, and in the case of the FCC licenses, permits and authorizations, to accept delivery of, the following assets owned or leased by Seller other than the "Excluded Assets" as defined in Section 1.2 (the "Assets"):
(a) The licenses, permits and authorizations issued by the FCC to Seller for the operation of the Station, including any FM translators, booster stations, satellite earth stations and auxiliary facilities, and all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto (the "FCC Licenses"), and any and all other licenses, rights, permits and/or authorizations from any and all governmental authorities issued to Seller now existing or obtained by Seller prior to the Closing (as defined in Section 3.2 hereof) used or to be used in connection with the operation of the Station, as set forth on Schedule 1.1(a) other than those indicated on Schedule 1.1
(a) as not being assignable;
(b) All of the studio equipment, transmission equipment, broadcast equipment, translator equipment, satellite earth station equipment, auxiliary station equipment, towers, antennae, office and computer equipment and tangible personal property of every kind and description used in the operation of the Station, including without limitation those items listed on Schedule 1.1(b) (the "Personal Property"), and all, spare parts, tubes, test equipment, and engineering plans, if any, records and data used in connection with the operation of the Station, except to the extent such supplies and equipment are consumed in the ordinary course of business and consistent with past practice, and any additions to or replacements for such Personal Property acquired by Seller prior to the Closing, and all computer and electronic data processing software and other material used in the operation of the Station, business records pertaining to the operation of the Station except for Seller's corporate minute books and related corporate records and stationery;
(c) Except as set forth on Schedule 1.1(d) as excluded contracts and, at the sole election of Buyer, any "Material Contracts" (as defined herein) which Seller has failed to list on Schedules 1.1(d) and 1.2(i) ("Excluded Contracts"), the contracts, agreements, leases, employment agreements, and Barter Agreements (as defined...
Assets Being Purchased. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below) Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, and accept any such assignment, transfer, conveyance or other delivery of, all of Seller’s right, title and interest in and to the assets of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, used exclusively in the Business, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following, in each case (except as otherwise expressly provided to the contrary herein), free and clear of any and all mortgages, liens, security interests, encumbrances, pledges and leases (“Encumbrances”) other than those represented by the Assumed Liabilities (as defined below):
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this agreement all the rights, interests and debt described more particularly in the two notes attached hereto as Exhibits A & B, herein called "Assets," including but without limitation:
(a) All rights, title and interest to that Note between GCN and Seller Dated April 1, 2000, including principal and interest due thereon, See Exhibit A, in the face amount of $100,000.00.
(b) All right title, and interest in that note between GCN and the seller dated November 17, 1999, including principal and interest due thereon, See Exhibit B, in the face amount of $100,000.00
Assets Being Purchased. Subject to the contingencies described in Sections 6 and 7 hereof, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, on all of the terms and conditions specified in this Agreement, all the right, title, and interest of Seller in and to all of those assets (the "Assets") of Seller, or subsidiaries of Seller, which are used in connection with the ICCE Business, including, but not limited to, all inventories, equipment and personal property, intellectual property (including computer software, trademarks, trade names, service marks, patents, etc.), customer and supplier lists, agreements and licenses relating to the ICCE Business, if any. The Assets include but are not limited to all those assets described on the schedule attached hereto, marked Schedule 1.1 (Assets), and incorporated herein by this reference, together with any replacements and additions of or to any of those assets made between the date of this Agreement and the Closing Date (as defined in Section 8 below); and all other reasonable supplies and materials, equipment, fixtures, copyrights, service marks, trademarks, trade names, trade secrets, patents, patent applications, licenses, (except that it is not intended that Seller will transfer to Buyer any cash, bank accounts or accounts receivable); as well as any assets of Seller which it was using exclusively for the ICCE Business that have been inadvertently or mistakenly left off of Schedule 1.1 but which later are mutually determined should have been included on that Schedule because of their exclusive use as a part of the ICCE Business. It is understood that the physical assets listed in Schedule 1.1 will be delivered to Buyer "as is" and Buyer will pay all costs of transporting the equipment from such equipment's present location to Buyer's location.
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this Agreement, the tangible and intangible assets listed and shown on the attached schedule marked Schedule 1.01 (hereinafter called the "Assets"). Such Assets being all of the Assets currently used by the Seller in the conduct of his retail and wholesale golf equipment and accessories business under the name "A & Z Golf" In connection with the sale of the Assets, and at the Closing (as hereinafter defined), the Seller shall execute and deliver to and in favor of the Buyer, an Assignment and Xxxx of Sale and such other instruments as may be required in order to transfer of record all right, title and interest of the Assets to the Buyer except as otherwise herein expressly provided.
Assets Being Purchased. (The Assets being purchased include listing the Corporation name(s), dba names, web sites and their contents, domain name(s), social media, products, client list, intellectual property, etc. and also includes, but not limited to, the following yet to be detailed: ● Equipment ● Inventory ● Confirmed sales orders ● Business contracts ● Books, files, and records ● Trademarks ● The domain name wxx.xxxxxxxxxxx.xxx ● Goodwill and business name) ● Shares representing 100% ownership of the Corporation
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this Agreement all the intangible and tangible assets of Seller related solely to the assets identified in Exhibit 1.01 attached hereto, generally described as the urls and name likeness and image of "iExalt" ("Assets").
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this Agreement, (i) Seller’s LOI Interest and (ii) the following domain names: AcquaeBlu and AcquaeBlu Corp. (hereinafter called the “Assets”). In connection with the sale of the Assets, and at the Closing (as hereinafter defined), the Seller shall execute and deliver to and in favor of the Buyer, an Assignment and Xxxx of Sale and such other instruments as may be required in order to transfer of record all right, title and interest of the Assets to the Buyer except as otherwise herein expressly provided. Notwithstanding the foregoing, Buyer hereby instructs Seller to, and Seller shall, assign the Seller’s LOI Interest to Nascent Water Technologies, Inc., Buyer’s wholly-owned subsidiary.
Assets Being Purchased. Seller shall sell to Buyer and Buyer shall purchase from Seller on the terms specified in this agreement, certain assets, both tangible and intangible, of Seller, herein called "said Assets," including: