Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"):
(a) the content of the courses offered by the Business (the "Courses") and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials;
(b) all lists (whether owned, leased or licensed by Seller), documents and records (in both printed form and computer media) of Seller relating to past, present and prospective customers of the Business;
(c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business;
(d) all imprints, titles, names, trade names, trademarks and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom;
(e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09);
(f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses;
(g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business;
(h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08);
(i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Prope...
Assets Being Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, all of the right, title, and interest of Seller in and to the assets listed below in the Territory (collectively, the "Assets") and Buyer shall assume all of the right, title, and interest of Seller in and to the Assets and, all of the liabilities, obligations and responsibilities associated therewith. Except as expressly stated herein, Seller does not intend to convey and Buyer does not intend to purchase the right, title and interest of Seller in and to any assets not listed in this Article 2 or which may be outside of the Territory, or the obligations and responsibilities associated therewith.
Assets Being Sold. Subject to the terms and conditions of this Agreement, the Seller is selling, assigning, and delivering the Assets to the Buyer at the closing provided for in Section 1.03 hereof (the "Closing"), free and clear of all liens, charges, claims, or encumbrances of whatsoever nature, other than as described in Section 3.11 of this Agreement.
Assets Being Sold. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, to the extent contemplated herein, all of the right, title, and interest of Seller in the assets listed below in the Territory (collectively, the "Assets"), the Syntex NADAs, the Synacort Assets, and the Additional Trademarks, and Buyer shall assume all rights, title, and interest of Seller in the Assets, the Syntex NADAs, the Synacort Assets, and the Additional Trademarks.
Assets Being Sold. Subject to the terms and conditions of this Asset Purchase Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors and assigns forever, to the extent contemplated herein, all of the right, title, and interest of Seller in the Territory in and to the assets listed below (collectively, the "Assets") and Buyer shall assume all rights, title, and interest of Seller in the Territory in and to the Assets and, to the extent contemplated herein, the Assumed Liabilities.
Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in SECTION 3.1 below), Sellers are selling, conveying, assigning and transferring to Purchaser, and Purchaser is purchasing and acquiring from Sellers, all of Sellers' right, title and interest in and to all of the properties, rights and assets of Sellers, wherever situated, of every kind, nature and description, tangible or intangible, constituting relating to the Brand, whether arising by contract, law or otherwise, all as the same shall exist on the Closing Date (such assets being referred to collectively as the "ASSETS"), including, without limitation, the following:
(a) All intellectual property related to the Brand, as more fully described in SECTION 1.1(A) of Sellers Disclosure Schedule (as hereinafter defined), including, without limitation, all trade names, trademarks, service marks, product names, brand names, slogans and logos (whether or not registered) and all existing and pending Federal, state and foreign registrations and applications therefore and all Internet, electronic and on-line rights, domain names, related URLs and all of the domain name registrations in respect thereof, in each case, used related to the Brand and all goodwill associated with all of the foregoing (collectively, the "MARKS"); all copyrights owned by and all rights of Sellers under any copyright laws or any contract with authors, photographers or other creators, including, without limitation, work for hire agreements, together with any copyright registrations and applications therefor related to the Brand (collectively, the "COPYRIGHTS"); all other proprietary or other trade rights, know-how and trade secrets related to the Brand, whether or not, and all agreements which relate to any of the foregoing (the Marks and the Copyrights being collectively, the "INTELLECTUAL PROPERTY"); and the right to sue (without recourse to Sellers) for and recover damages, assert, sxxxle and/or release any claims or demands and obtain all other remedies and relief at law or equity for any past, present or future infringement or misappropriation of any of the Intellectual Property.
(b) All past or present vendor and supplier lists related to the Brand, including without limitation, lists of vendors for bottle supply, packaging, manufacturing and bottling, advertising and promotional materials (whether in printed form or computer or other electronic media), product promotional teams and brand a...
Assets Being Sold. The assets being sold consist of:
x A. The goodwill of the business, including the current business name and phone number.
x B. The lease , between Frontline Freight, Inc., Seller, and (Landlord), Landlord, covering the premises at 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX.
x C. The furniture, fixtures and equipment listed in attached Schedule A.
x D. The equipment leases listed in attached Schedule B
Assets Being Sold. The Company hereby sells, assigns and transfers to Newco, and Newco purchases and acquires from the Company, all of the assets and business of the Company (but excluding the assets referred to in section 1.2), including, but not limited to, the following:
(a) all rights under agreements, commitments and orders, to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to, all agreements, commitments and orders with advertisers, customers, printers, photographers, manufacturers, distributors, subcontractors, lessors, employees, sales representatives and suppliers;
(b) all tangible assets, wherever located, including fixtures and related equipment; distribution racks; inventory and work in process; photographs, film, advertisements, art work, promotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms and labels;
(c) all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights, including, but not limited to, the Company's rights to use the advertisements on its postcards and the rights to prepare, reproduce and distribute copies, compilations and derivative works;
(d) all records, files, mailing lists, advertiser lists, customer lists, accounting information and other information and data relating to the Business;
(e) all claims against third parties, including claims under manufacturers and vendors warranties;
(f) all rights to the post office boxes, telephone numbers and facsimile numbers used in the Business; and
(g) all cash, investments, accounts receivable, notes receivable, certificates of deposit, deposits, commercial paper, treasury bills and notes, money market accounts and other marketable securities, prepaid expenses and other current assets. The assets being sold to Newco pursuant to this agreement are collectively referred to below as the "Assets."
Assets Being Sold. Seller hereby sells, conveys, transfers, assigns and delivers to Buyer and Buyer hereby purchases from Seller the following assets comprising substantially all of Seller's Florida medical malpractice book of business, excluding, however, coverage for dentists, psychiatrists and chiropractors (collectively, the "Acquired Assets"):
(a) all of Seller's rights to and interest in the expirations and renewals with respect to the insurance policies issued and insured by Frontier Insurance covering acts of medical malpractice by Florida physicians in effect as at December 1, 1997 listed on Schedule 1.1(a) hereto (the "Renewal Rights"), which Renewal Rights expressly exclude medical malpractice for dentists, psychiatrists and chiropractors and insurance policies issued and insured by Seller and/or Frontier Insurance under national programs or social service programs; and
(b) all informational files relating to the Renewal Rights.
Assets Being Sold. The Assets constitute all Rigs, Equipment, material Assets and properties, real, personal, tangible and intangible, that are necessary for the continued conduct of the Business as presently being conducted.
