Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, concurrently herewith Seller shall transfer, sell, convey, assign and deliver to Buyer free and clear of all Liens, other than Permitted Liens (as hereinafter defined), and Buyer shall purchase from Seller, all of Seller's right and title to and interest in the following properties and assets as the same exist on the date hereof:
Assets Being Sold and Purchased. (a) Subject to and upon satisfaction or waiver of the terms and conditions of this Agreement, at the Closing (as defined in Section 2 herein), Seller shall transfer, sell, convey, assign and deliver to Buyer, pursuant to a Xxxx of Sale in the form attached hereto and made a part hereof as Exhibit 1.1(a) (the “Xxxx of Sale”), and Buyer shall purchase from Seller, all right, title and interest to and in Seller’s assets used by, for and in connection with, the Business, as the same existed immediately prior to the Closing and reflected on the books and records of Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
Assets Being Sold and Purchased. (a) Subject to and upon satisfaction or waiver of the terms and conditions of this Agreement, at the Closing (as defined in Section 2 herein), Sellers shall transfer, sell, convey, assign and deliver to Buyer, pursuant to a Xxxx of Sale in the form attached hereto and made a part hereof as Exhibit 1.1(a) (the “Xxxx of Sale”), and Buyer shall purchase from Sellers, all right, title and interest that Sellers possess and have the right to transfer to and in all of Sellers’ assets of every kind, nature and description used by, for and in connection with, the Business, as the same existed immediately prior to the Closing and reflected on the books and records of the Sellers (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
Assets Being Sold and Purchased. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells and delivers to Buyer, as of the Closing Date, free and clear of any and all liabilities, claims, liens, restrictions on transfer and encumbrances (except for liabilities specifically assumed by Buyer under this Agreement), and Buyer agrees to purchase from Seller, those assets as set forth in this Section 2.02 and listed on the various schedules referred to in this Section 2.02(a) (the “Purchased Assets”), including, the following:
Assets Being Sold and 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 Schedule 1.01 attached hereto, generally described as Christian Happenings Magazine and used in the operation of Christian Happenings Magazine ("Assets"). At the Closing (as defined in Section 1.04 of this Agreement), Seller shall convey to Buyer the Assets, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances, and Buyer shall purchase the Assets for the Purchase Price set forth in Section 1.02.
Assets Being Sold and Purchased. AND PURCHASE PRICE 1 1.1 Assets 1 1.2 Excluded Assets 3 1.3 Liabilities 4 1.4 Escrow Deposit 5 1.5 Purchase Price, Payment; Allocation of Purchase Price 5 1.6 Prorations and Adjustments to the Purchase Price 5 1.7 Collection of Accounts Receivable 8 1.8 Additional Fees 9
Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing the Sellers shall grant, transfer, sell, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Sellers all of each Seller's right and title to and interest in and to substantially all of the properties and assets of every kind, nature and description primarily used in the Business (other than the Excluded Assets) as the same existed immediately prior to the Closing, free and clear of all Liens (other than Permitted Liens), including, without limitation, the following:
Assets Being Sold and Purchased. Subject to the provisions of this Agreement, Buyer hereby agrees to purchase, and Seller hereby agrees to sell, transfer and assign to Buyer, all of Seller's right, title and interest in and to the tangible assets of Seller's business described hereinbelow (the "Purchased Assets"), including, without limitation, those tangible assets related to and used in the operation of the business related to medical transcription services, and all existing contracts and proposals with all of Seller's medical transcription clients (e.g. hospitals, clinics, etc.), and as shown on Seller's September 30, 2003 balance sheet, subject to changes occurring in the normal and ordinary course of business between that date and the date of closing, and excepting the Seller's cash, accounts receivable, and unbilled work-in-progress, excepting any and all accrued, contingent and existing Company debts and liabilities associated with the Purchased Assets or Seller's business prior to closing on this agreement. The Purchased Assets shall, however, include a certain lease agreement by and between Liberty Centre I and Seller dated November 8, 2000, and the obligations under that lease agreement shall be assumed by Buyer. The personal property, tangible and intangible, are specifically listed on Exhibit A and further generally described as follows:
Assets Being Sold and Purchased. Subject to the provisions of this Agreement, Buyer hereby agrees to purchase, and Seller hereby agrees to sell, transfer and assign to Buyer, all of Seller's right, title and interest in and to the tangible assets of Seller's business described hereinbelow (the "Purchased Assets"), including, without limitation, those tangible assets related to and used in the operation of the business, and all existing contracts and proposals with all of Seller's clients (e.g. hospitals, clinics, etc.), and as shown on Seller's March 31st, 2003 balance sheet, subject to changes occurring in the normal and ordinary course of business that date and the date of closing, and excepting the Seller's cash and certain accounts receivable further specifically described hereinbelow, and excepting any and all accrued, contingent and existing Company debts and liabilities associated with the Purchased Assets or Seller's business prior to closing on this agreement, with the exception of Workers' Compensation, General Liability and Errors and Omissions which are covered under insurance. The personal property, tangible and intangible, specifically listed on Exhibit "A" and further generally described as follows:
Assets Being Sold and Purchased. (a) Subject to and upon satisfaction of the terms and conditions of this Agreement, at the Closing (as defined in Section 2 herein), Sellers shall transfer, sell, convey, assign and deliver to Buyer, pursuant to a Xxxx of Sale in the form attached hereto and made a part hereof as Exhibit 1.1(a) (the “Xxxx of Sale”), and Buyer shall purchase from Sellers, certain of Sellers’ right and title to and interest in all of Sellers’ assets of every kind, nature and description used by, for and in connection with, the Business, other than patient information and records, medical documentation, payor verification and related materials and any records which, by law, Sellers are required to retain (collectively “Medical Records”) as the same existed immediately prior to the Closing and reflected on the books and records of the Sellers (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
