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 the Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following: (i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, medical equipment, supplies and office equipment and all fixtures and improvements; (ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”); (iii) all inventories of pharmaceuticals that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by Seller; (iv) all software programs (including source and object codes and related documentation for software owned by Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv) attached hereto, as well as the internet websites used by Seller with respect to the Business and the related universal resource locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv); (v) all prepaid expenses relating to the Business, and all security deposits deposited by or on behalf of Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement. (vi) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue prior to the Closing to repair or replace the lost, damaged or destroyed items; (vii) all of Seller’s right, title and interest in and to the Permits (as defined in Section 3.5), in all cases to the extent assignable or transferable and to the extent assumed by Buyer; (viii) all files, documents, instruments, papers, books and records relating to the Business, operations, condition of (financial or other) results of operations and assets and properties of Seller and reasonably necessary for Buyer to conduct the Business, including without limitation, patient lists, payor verification, mailing lists and related documentation, financial statements and related work papers and letters from accountants, personnel records and files (to the extent they relate to employee or other service providers hired or retained by Buyer), budgets, ledgers, journals, deeds, title policies, computer files and programs, retrieval programs, operating data and plans and environment studies and plans; (ix) all telephone numbers, facsimile numbers, electronic addresses and passwords used in connection with the Business; and (x) the trade names “Specialists in Urology” and “Premier Oncology” and the logo used in connection with such names (individually and collectively, “Seller’s Trade Name and Logo”) provided that (1) Seller shall retain a perpetual royalty-free license to continue to use Seller’s Trade Name and Logo in connection with its ongoing business, and (2) it is understood that the foregoing will in no way limit the continuing use by Specialists in Urology Surgery Center LLC of the name “Specialists in Urology” and associated logo.
Appears in 1 contract
Samples: Asset Purchase Agreement (21st Century Oncology Holdings, Inc.)
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 the Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
(i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, tools, medical equipment, supplies and office equipment and all fixtures and improvements;
(ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”);
(iii) all inventories of pharmaceuticals clinical supplies and instruments, pharmaceuticals, inventory, paper goods, raw materials, finished goods, demonstration equipment, parts, packaging materials and other products, materials, or accessories related thereto that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by Seller;
(iii) all of Seller’s right, title and interest under manufacturers’ and vendors’ warranties in connection with the assets being transferred hereunder, to the extent assignable or transferable;
(iv) all real property interests described on Schedule 1.1(a)(iv) hereto, and all improvements and fixtures thereon and/or affixed thereto, and all rights of way, easements, leaseholds, and other estates and rights, relating to any of the foregoing or used in connection with any of the Business or the Assets;
(v) all of Seller’s right, title and interest (subject to Seller’s rights to access copies as provided in Section 12 herein) in and to those assignable contracts, agreements, leases, licenses, franchises, purchase orders, sale, license or service orders, permits, instruments, commitments, arrangements, understandings, including, without limitation, all license, service, maintenance, supply, purchase, distribution, advertising and promotional services agreements to which Seller is a party or by which Seller or the Business is bound or under which Seller has any rights or is entitled to any benefits, relating to any of the Business or the Assets (in each case, whether written or oral and including all amendments thereto), all as set forth on Schedule 1.1(a)(v) hereto under the heading “Assigned Agreements” (collectively, “Assigned Agreements”);
(vi) all software programs (including source and object codes and related documentation for software owned by or licensed to Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv1.1(a)(vi) attached hereto, as well as the internet websites web sites used by Seller with respect to the Business and the related universal resource locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv1.1(a)(vi);
(vvii) a pro rata share of all prepaid expenses relating to the Business, and all but not including security deposits deposited by or on behalf of the Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement.;
(viviii) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue prior to the Closing to repair or replace the lost, damaged or destroyed items;
(viiix) all of Seller’s right, title and interest in any transferable licenses, permits, variances, franchises, certifications, authorizations and approvals to do business issued by any administrative body or licensing authority or governmental or regulatory agency, used in connection with the Permits (Business and/or the ownership and/or use of any of the Assets and the Facilities, together with any extensions, renewals or modifications thereof and additions thereto in connection with the Business, including, without limitation any and all licenses and permits required by the United States Nuclear Regulatory Commission, and which are necessary for participation in the Medicare and Medicaid programs, including without limitation those as defined in Section 3.5)set forth on Schedule 1.1(a)(ix) hereto, in all cases to the extent assignable or transferable and to the extent assumed by Buyer;
(viiix) all files, documents, instruments, papers, books and records relating to the Business, operations, condition of (financial or other) results of operations and assets and properties of Seller and reasonably necessary for Buyer (subject to conduct the BusinessSeller’s rights to access copies as provided in Section 12 herein), including without limitation, patient lists, payor verification, mailing lists and related documentation, financial statements and related work papers and letters from accountants, personnel records and files (to the extent they relate to employee or other service providers hired or retained by Buyer)files, budgets, ledgers, journals, deeds, title policies, computer files and programs, ; retrieval programs, operating data and plans and environment environmental studies and plans;
(ixxi) all telephone numbers, facsimile numbers, electronic addresses and passwords used in connection with the Business;
(xii) all intangible personal property of Seller relating to or in connection with the Business or Assets, and all of Seller’s rights, title to and interest therein and thereunder, and all guaranties, warranties, indemnities, privileges, claims, causes of action and options relating or pertaining to the Business, the Assets, and the Assigned Agreements to the extent assignable or transferable;
(xiii) all other assets and property of Seller used or held for use in connection with the Business,
(xiv) all of Seller’s right, title and interest in and to the trade name(s) “Florida Urology Specialists” (“Seller’s Trade Name”); and
(xxv) a portion of the trade names “Specialists in Urology” and “Premier Oncology” and the logo used in connection goodwill associated with such names (individually and collectively, “Seller’s Trade Name and Logo”) provided that (1) Seller shall retain a perpetual royalty-free license to continue to use Seller’s Trade Name and Logo in connection with its ongoing business, and (2) it is understood that the foregoing will in no way limit the continuing use by Specialists in Urology Surgery Center LLC of the name “Specialists in Urology” and associated logoradiation therapy patient care services.
Appears in 1 contract
Samples: Asset Purchase Agreement (Radiation Therapy Services Holdings, Inc.)
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 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 SellerSellers, all right, title and interest that Sellers possess and have the right to transfer to and in Seller’s 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 Seller Sellers (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
(i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, tools, medical equipment, vehicles, supplies and office equipment and all fixtures and improvements;
(ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”);
(iii) all inventories of pharmaceuticals clinical supplies and instruments, pharmaceuticals, inventory, paper goods, raw materials, work-in-process, finished goods, demonstration equipment, parts, packaging materials and other products, materials, or accessories related thereto that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by any Seller;
(iii) all of Sellers’ right, title and interest under manufacturers’ and vendors’ warranties in connection with the assets being transferred hereunder, to the extent assignable or transferable;
(iv) all real property interests described on Schedule 1.1(a)(iv) hereto, and all improvements and fixtures thereon and/or affixed thereto, and all rights of way, easements, leaseholds, and other estates and rights, relating to any of the foregoing or used in connection with any of the Business or the Assets;
(v) all of Sellers’ right, title and interest (subject to Sellers’ rights to retain archival copies as provided in Section 11(c) herein) in and to those contracts, agreements, leases, licenses, franchises, purchase orders, sale, license or service orders, permits, instruments, commitments, arrangements, understandings, including, without limitation, all license, service, maintenance, supply, purchase, distribution, advertising and promotional services agreements to which any of the Sellers is a party or by which any of the Sellers or the Business is bound or under which any of the Sellers has any rights or is entitled to any benefits, relating to any of the Business or the Assets (in each case, whether written or oral and including all amendments thereto) all as set forth on Schedule 1.1(a)(v) hereto under the heading “Assigned Agreements” (collectively, “Assigned Agreements”), which it is acknowledged and agreed do not include the (1) Settlement and Restructuring Agreement dated as of September 2, 2004, by and among U.S. Bank Portfolio Services (“USBPS”), U.S. Bank, N.A. (“US Bank”), and certain of the Sellers and their affiliates, (2) Forbearance Agreement dated as of December 10, 2004, by and among USBPS, certain of the Sellers and their affiliates and Obsidian Finance Group, LLC (“Obsidian”), (3) Amended and Restated Settlement, Release and Compromise Agreement dated as of December 10, 2004, by and among certain of the Sellers and their affiliates and Obsidian, (4) Loan and Security Agreement dated as of December 10, 2004, between DVI Liquidating Trust and certain of the Sellers and their affiliates, (5) Forbearance and Settlement Agreement dated as of September 24, 2004, by and among DVI Business Credit Receivables Corp. III, US Bank and certain of the Sellers and their affiliates and (6) in the case of each of (1) through (5), the various transaction documents contemplated thereby;
(vi) all software programs (including source and object codes to the extent available) and related documentation for software owned by any Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv1.1(a)(vi) attached hereto, as well as the internet websites web sites used by Seller Sellers (other than Dolphin Parent) with respect to the Business and the related universal resource record locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv1.1(a)(v);
(vvii) a pro rata share of all prepaid expenses relating to the Business, and all but not including security deposits deposited by or on behalf of any Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement.;
(viviii) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue not prior to the Closing to repair or replace the lost, damaged or destroyed items;
(viiix) all of Seller’s Sellers’ right, title and interest in any licenses, permits, variances, franchises, certifications, authorizations and approvals to do business issued by any administrative body or licensing authority or governmental or regulatory agency, used in connection with the Permits (Business and/or the ownership and/or use of any of the Assets of Facilities, together with any extensions, renewals or modifications thereof and additions thereto in connection with the Business, including, without limitation any and all licenses and permits required by the United States Nuclear Regulatory Commission, the Arizona Department of Health Services, the Maryland Department of Health and Hygiene, the Massachusetts Department of Public Health, and which are necessary for participation in the Medicare and Medicaid programs, including without limitation those as defined in Section 3.5set forth on Schedule 1.1(a)(ix), in all cases to the extent assignable or transferable and to the extent assumed by Buyer;
(viiix) all files, documents, instruments, papers, books and records relating to the BusinessFacilities, operations, condition of (financial or other) results of operations and assets and properties of Seller Dolphin Scottsdale, Dolphin Belcamp, Dolphin Greenbelt and reasonably necessary for Buyer Dolphin Holyoke (subject to conduct the BusinessSellers’ rights to retain archival copies as provided in Section 11(c) herein), including without limitation, patient lists, medical documentation, payor verification, mailing lists and related documentation, financial statements statements, tax returns and related work papers and letters from accountants, personnel records and files (to the extent they relate to employee or other service providers hired or retained by Buyer)files, budgets, ledgers, journals, deeds, title policies, policies computer files and programs, ; retrieval programs, operating data and plans and environment environmental studies and plans;
(ixxi) all telephone numbers, facsimile numbers, electronic addresses and passwords used in connection with the Business;
(xii) all intangible personal property of any Seller relating to or in connection with the Business or Assets and all Sellers’ rights, title to and interest therein and thereunder, and all guaranties, warranties, indemnities, privileges, claims, causes of action and options relating or pertaining to the Business, the Assets, and the Assigned Agreements to the extent assignable or transferable; and
(xxiii) the trade names “Specialists in Urology” all other assets and “Premier Oncology” and the logo property of any Sellers used or held for use in connection with such names the Business, including, without limitation, the goodwill and going concern value of the Assets and the Business.
(individually b) At Closing, Sellers shall permit Buyer to take physical possession of all of the Assets at the locations where they are then located.
(c) Notwithstanding anything to the contrary herein, the following assets of Sellers are not being sold hereunder and shall not be included in the term “Assets:”
(i) the assets described on Schedule 1.1(c) hereto;
(ii) any accounts receivable of any Seller existing as of the Closing Date;
(iii) any contract of Seller that is not listed on Schedule 1.1(a)(v) hereto under the heading “Assigned Agreements” and is not used or required as part of the day-to-day operations of the Business;
(iv) all cash, cash equivalents, securities and short-term investments held by any Seller; and
(v) all of Sellers’ non-transferable permits and licenses used in the Business.
(d) Sellers shall transfer, convey and assign to Buyer, Sellers’ title to all of the Assets at the Closing, free and clear of any liens, pledges, charges, mortgages, security interests, restrictions, easements, liabilities, claims, encumbrances or right of others of every kind and description (collectively, “Seller’s Trade Name and LogoLiens”), except for those Liens listed on Schedule 1.1(d) provided that (1) Seller shall retain a perpetual royalty-free license to continue to use Seller’s Trade Name and Logo in connection with its ongoing businesshereto, and (2) it is understood that said Liens so listed being herein called the foregoing will in no way limit the continuing use by Specialists in Urology Surgery Center LLC of the name “Specialists in Urology” and associated logoPermitted Liens.”
Appears in 1 contract
Samples: Asset Purchase Agreement (Radiation Therapy Services Inc)
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 the Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
(i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, tools, medical equipment, supplies and office equipment and all fixtures and improvements;
(ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”);
(iii) all inventories of pharmaceuticals clinical supplies and instruments, pharmaceuticals, inventory, paper goods, raw materials, finished goods, demonstration equipment, parts, packaging materials and other products, materials, or accessories related thereto that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by Seller;
(iii) all of Seller’s right, title and interest under manufacturers’ and vendors’ warranties in connection with the assets being transferred hereunder, to the extent assignable or transferable;
(iv) all real property interests described on Schedule 1.1(a)(iv) hereto, and all improvements and fixtures thereon and/or affixed thereto, and all rights of way, easements, leaseholds, and other estates and rights, relating to any of the foregoing or used in connection with any of the Business or the Assets;
(v) all of Seller’s right, title and interest (subject to Seller’s rights to access copies as provided in Section 12 herein) in and to those assignable contracts, agreements, leases, licenses, franchises, purchase orders, sale, license or service orders, permits, instruments, commitments, arrangements, understandings, including, without limitation, all license, service, maintenance, supply, purchase, distribution, advertising and promotional services agreements to which Seller is a party or by which Seller or the Business is bound or under which Seller has any rights or is entitled to any benefits, relating to any of the Business or the Assets (in each case, whether written or oral and including all amendments thereto), all as set forth on Schedule 1.1(a)(v) hereto under the heading “Assigned Agreements” (collectively, “Assigned Agreements”);
(vi) all software programs (including source and object codes and related documentation for software owned by or licensed to Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv1.1(a)(vi) attached hereto, as well as the internet websites web sites used by Seller with respect to the Business and the related universal resource locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv1.1(a)(vi);
(vvii) a pro rata share of all prepaid expenses relating to the Business, and all but not including security deposits deposited by or on behalf of the Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement.;
(viviii) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue prior to the Closing to repair or replace the lost, damaged or destroyed items;
(viiix) all of Seller’s right, title and interest in any transferable licenses, permits, variances, franchises, certifications, authorizations and approvals to do business issued by any administrative body or licensing authority or governmental or regulatory agency, used in connection with the Permits (Business and/or the ownership and/or use of any of the Assets and the Facilities, together with any extensions, renewals or modifications thereof and additions thereto in connection with the Business, including, without limitation any and all licenses and permits required by the United States Nuclear Regulatory Commission, and which are necessary for participation in the Medicare and Medicaid programs, including without limitation those as defined in Section 3.5)set forth on Schedule 1.1(a)(ix) hereto, in all cases to the extent assignable or transferable and to the extent assumed by Buyer;
(viiix) all files, documents, instruments, papers, books and records relating to the Business, operations, condition of (financial or other) results of operations and assets and properties of Seller and reasonably necessary for Buyer (subject to conduct the BusinessSeller’s rights to access copies as provided in Section 12 herein), including without limitation, patient lists, payor verification, mailing lists and related documentation, financial statements and related work papers and letters from accountants, personnel records and files (to the extent they relate to employee or other service providers hired or retained by Buyer)files, budgets, ledgers, journals, deeds, title policies, computer files and programs, ; retrieval programs, operating data and plans and environment environmental studies and plans;
(ixxi) all telephone numbers, facsimile numbers, electronic addresses and passwords used in connection with the Business; and;
(xxii) the trade names “Specialists in Urology” and “Premier Oncology” and the logo used all intangible personal property of Seller relating to or in connection with such names (individually the Business or Assets, and collectively, “all of Seller’s Trade Name rights, title to and Logo”interest therein and thereunder, and all guaranties, warranties, indemnities, privileges, claims, causes of action and options relating or pertaining to the Business, the Assets, and the Assigned Agreements to the extent assignable or transferable;
(xiii) provided that (1) all other assets and property of Seller shall retain a perpetual royalty-free license to continue to used or held for use Seller’s Trade Name and Logo in connection with its ongoing business, and the Business,
(2xiv) it is understood that the foregoing will in no way limit the continuing use by Specialists in Urology Surgery Center LLC Intentionally deleted;
(xv) a portion of the name “Specialists in Urology” and goodwill associated logowith Seller’s radiation therapy patient care services.
Appears in 1 contract
Samples: Asset Purchase Agreement (Radiation Therapy Services Holdings, Inc.)
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 the Seller (the “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following:
(i) all tangible assets used in the Business whether owned or leased, including, without limitation, all instruments, tools, medical equipment, supplies and office equipment and all fixtures and improvements;
(ii) the leases and agreements set forth on Schedule l.l(a)(ii) attached hereto (the “Assigned Agreements”), which shall be conveyed, assigned and transferred pursuant to the Assignment and Assumption Agreement in the form attached hereto and made a part hereof as Exhibit 1.1(a)(ii) (the “Assignment and Assumption Agreement”);
(iii) all inventories of pharmaceuticals clinical supplies and instruments, pharmaceuticals, inventory, paper goods, raw materials, finished goods, demonstration equipment, parts, packaging materials and other products, materials, or accessories related thereto that are held at, or are in transit from or to, the locations at which the Business is conducted or that are used or held for use by Seller;
(iii) all of Seller’s right, title and interest under manufacturers’ and vendors’ warranties in connection with the assets being transferred hereunder, to the extent assignable or transferable;
(iv) all real property interests described on Schedule 1.1(a)(iv) hereto, and all improvements and fixtures thereon and/or affixed thereto, and all rights of way, easements, leaseholds, and other estates and rights, relating to any of the foregoing or used in connection with any of the Business or the Assets;
(v) all of Seller’s right, title and interest (subject to Seller’s rights to access copies as provided in Section 12 herein) in and to those assignable contracts, agreements, leases, licenses, franchises, purchase orders, sale, license or service orders, permits, instruments, commitments, arrangements, understandings, including, without limitation, all license, service, maintenance, supply, purchase, distribution, advertising and promotional services agreements to which Seller is a party or by which Seller or the Business is bound or under which Seller has any rights or is entitled to any benefits, relating to any of the Business or the Assets (in each case, whether written or oral and including all amendments thereto), all as set forth on Schedule 1.1(a)(v) hereto under the heading “Assigned Agreements” (collectively, “Assigned Agreements”);
(vi) all software programs (including source and object codes and related documentation for software owned by or licensed to Seller and used in connection with or developed for support of the operations of the Business), including, without limitation, the software programs identified on Schedule 1.1(a)(iv1.1(a)(vi) attached hereto, as well as the internet websites web sites used by Seller with respect to the Business and the related universal resource locators (“URLs”) used in connection therewith, each of which is set forth on Schedule 1.1(a)(iv1.1(a)(vi);
(vvii) a pro rata share of all prepaid expenses relating to the Business, and all but not including security deposits deposited by or on behalf of the Seller as lessee, sublessee, lessor, sublessor, or otherwise under any Assigned Agreements, subject to Section 1.3 of this Agreement.;
(viviii) all insurance proceeds and rights thereto derived from loss, damage or destruction of or to any property or assets included in the Assets, to the extent claims were not made or did not accrue prior to the Closing to repair or replace the lost, damaged or destroyed items;
(viiix) all of Seller’s right, title and interest in any transferable licenses, permits, variances, franchises, certifications, authorizations and approvals to do business issued by any administrative body or licensing authority or governmental or regulatory agency, used in connection with the Permits (Business and/or the ownership and/or use of any of the Assets and the Facilities, together with any extensions, renewals or modifications thereof and additions thereto in connection with the Business, including, without limitation any and all licenses and permits required by the United States Nuclear Regulatory Commission, and which are necessary for participation in the Medicare and Medicaid programs, including without limitation those as defined in Section 3.5)set forth on Schedule 1.1(a)(ix) hereto, in all cases to the extent assignable or transferable and to the extent assumed by Buyer;
(viiix) all files, documents, instruments, papers, books and records relating to the Business, operations, condition of (financial or other) results of operations and assets and properties of Seller and reasonably necessary for Buyer (subject to conduct the BusinessSeller’s rights to access copies as provided in Section 12 herein), including without limitation, patient lists, payor verification, mailing lists and related documentation, financial statements and related work papers and letters from accountants, personnel records and files (to the extent they relate to employee or other service providers hired or retained by Buyer)files, budgets, ledgers, journals, deeds, title policies, computer files and programs, ; retrieval programs, operating data and plans and environment environmental studies and plans;
(ixxi) all telephone numbers, facsimile numbers, electronic addresses and passwords used in connection with the Business;
(xii) all intangible personal property of Seller relating to or in connection with the Business or Assets, and all of Seller’s rights, title to and interest therein and thereunder, and all guaranties, warranties, indemnities, privileges, claims, causes of action and options relating or pertaining to the Business, the Assets, and the Assigned Agreements to the extent assignable or transferable;
(xiii) all other assets and property of Seller used or held for use in connection with the Business,
(xiv) Intentionally deleted;
(xv) At Closing, Seller shall permit Buyer to take physical possession of all of the Assets at the locations where they are then located.
(b) Notwithstanding anything to the contrary herein, the following assets of Seller are not being sold hereunder and shall not be included in the term “Assets”:
(i) the assets described on Schedule 1.1(c)(i) hereto;
(ii) all cash, cash equivalents, securities and short-term investments held by Seller;
(iii) any accounts receivable of Seller existing as of the Closing Date;
(iv) amounts due to Seller for services provided but not billed as of the Closing Date;
(v) any accounts payable or accrued expenses of Seller attributable to any period prior to the Closing Date;
(vi) the real property associated with the Facilities, other than the leasehold interests set forth in Schedule 1.1(a)(iv) attached hereto;
(vii) all intellectual property, copyrights and trademarks owned or utilized by Seller;
(viii) any contract of Seller that is not listed on Schedule 1.1(a)(v) attached hereto under the heading “Assigned Agreements” and is not used or required as part of the day-to-day operations of the Business;
(ix) all of Seller’s non-transferable contracts, certificates, permits and licenses used in the Business;
(x) claims against third parties related to Seller’s operations prior to Closing;
(xi) any rights to tax refunds or claims under or proceeds of insurance policies related to the Business or the Assets with respect to periods prior to the Closing;
(xii) all employee benefit plans of Seller within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1972, as amended, which are presently in effect and relate to the operation of the Business, including any assets owned or held by any such plan;
(xiii) any distributions of risk pool fund and/or preferred provider organization holdbacks related to services provided prior to the Closing; and
(xxiv) Seller’s patient medical records.
(c) Seller shall transfer, convey and assign to Buyer, Seller’s title to all of the trade names “Specialists in Urology” Assets at the Closing, free and “Premier Oncology” clear of any liens, pledges, charges, mortgages, security interests, restrictions, easements, liabilities, claims, encumbrances or right of others of every kind and the logo used in connection with such names description (individually and collectively, “Seller’s Trade Name and LogoLiens”), except for those Liens listed on Schedule 1.1(d) provided that (1) Seller shall retain a perpetual royalty-free license to continue to use Seller’s Trade Name and Logo in connection with its ongoing businesshereto, and (2) it is understood that said Liens so listed being herein called the foregoing will in no way limit the continuing use by Specialists in Urology Surgery Center LLC of the name “Specialists in Urology” and associated logoPermitted Liens.”
Appears in 1 contract
Samples: Asset Purchase Agreement (Radiation Therapy Services Holdings, Inc.)
