Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSING") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, on the terms set forth herein, all of the Seller's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENS"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCES" shall mean (a) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the value of the Assets for use in the Business and (b) those Liens described in Section 3.2
Assets Conveyed. Subject to the terms and conditions set forth in this Agreement (including the exhibits attached hereto) and to the reservation in Section 1.1 (b) below, Seller will sell and Buyer will buy, as of the Effective Date (defined in Section 1.3 below), the following (the "Assets"):
(i) All of Seller's interests in the oil, gas and/or mineral leases described in Exhibit "A", attached hereto and made a part hereof (the "Leases"), whether such interests are evidenced by instruments recorded in the county where the Leases are situated or Seller is entitled to an assignment of such interests by reason of an exploration, farmout, farmin, participation, joint venture or other agreement, insofar as the Leases cover and affect the lands (and, if applicable, the depths) described in said Exhibit "A" (the "Lands"); it being the intent of Seller to sell and Buyer to buy all of Seller's undivided oil, gas and mineral leasehold interests in the Lands and all of Seller's undivided interests in the Leases, whether or not the Leases and Lands are fully and correctly described herein; together with all tenements, hereditaments and appurtenances of Seller belonging to the Leases;
(ii) All of Seller's rights, titles and interests in the wellx xxx well bores (including, without limitation, the wellx xxxntified in Exhibit "A" hereto), personal property, equipment and facilities located on the Lands used directly in the operation of and production from and pursuant to the Leases, including without limitation, pumps, well equipment (surface and subsurface), gas plants, salt water disposal wellx, xxnes and facilities, water injection wellx, lines and facilities, sulphur recovery facilities, compressors, compressor stations, dehydration facilities, treating facilities, pipeline gathering lines, flow lines, transportation lines, valves, meters, separators, tanks, tank batteries and other fixtures (collectively the "Wellx xxx Equipment");
(iii) All of Seller's rights, titles and interests in the oil, gas, condensate, and natural gas liquids produced after the Effective Date, "line fill" and oil inventory below the pipeline connection in all storage tanks attributable to the Leases and Lands, subject however to the existing leasehold burdens (including, without limitation, royalties, overriding royalties, production payments and other non-cost bearing interests in production) affecting same (collectively the "Production"); and,
(iv) All of Seller's rights, titles and interests in the contr...
Assets Conveyed. Upon the basis of the representations, warranties, covenants and agreements contained herein, the Company hereby sells, transfers, assigns, conveys and delivers to Equity or a wholly-owned subsidiary of Equity all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties and the real property and improvements of the Company used in connection with the operation of the Business (or used in the past in the operation of the Businesses and to which the Company still holds title), other than Excluded Assets, including without limitation, those more particularly described in the Schedules to this Section 2.01, those in the possession of third parties but to which the Company holds title, and those described below:
Assets Conveyed. At the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Xxxxxxxxx Subsidiary, all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens except for the Permitted Liens. The "Assets" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. The assets to be sold and conveyed hereunder shall consist of all the right, title and interest of Seller in and to (i) the Receivables and (ii) all the rights, benefits and obligations arising from or in connection with the Receivables, which rights, benefits and obligations arise from and after the Closing Date (but not including the right to periodic and other payments described below arising prior to the Effective Date), including, without limitation, (1) title to and ownership of the Leased Equipment, including all residual interest in such Leased Equipment from the Closing Date (the "Residual Interests"), (2) rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Receivable or Receivable-related charges invoiced and due or arising from and after the Effective Date, (3) all Collections or payments invoiced and due on or with respect to the Receivables for periods from and after the Effective Date, (4) all rights of recourse against any cosigner or under any guarantee with respect to the Receivables, (5) all documents contained in the Receivable Files relating to the Receivables, (6) the right to Security Deposits, escrow deposits or other funds, property or collateral held by Seller in connection with the Receivables or the Leased Equipment (if any), (7) all rights of Seller (if any) under any Insurance Policy relating to the Leased Equipment or any Obligor with respect to the Receivables, (8) the software embedded in or associated with or relating to the Leased Equipment that is customarily considered to be part of the Leased Equipment, (9) any commitments to extend Leases made by Seller which are made in the ordinary course of business and consistent with the Lease Policies and past practices (the "Commitments"); and (10) all proceeds in any way derived from any of the foregoing items (the items in clauses (1) through (10) are referred to herein as the "Receivable Assets"). Receivables and Receivable Assets are sometimes referred to herein collectively as the "Assets." To the extent Buyer receives Collections or payments on or after the Closing Date which are attributable to periods before the Effective Date, Buyer agrees to promptly remit same to Seller but in no event later than thirty (30) days after the receipt thereof. To the extent Seller receives Collections or payments after the Closing Date which are attributable to periods from and after the Effective Date, Seller agrees to ...
Assets Conveyed. Upon the terms and subject to all of the conditions herein and the performance by each of the parties hereto of their respective obligations hereunder, Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell and deliver to Buyer, on the Closing Date (as defined below), any and all of the properties and assets used or involved in Seller's Business, including, without limitation, the following (collectively the "Assets"):
(i) The Vessel and all property and other tangible assets used in the Business, including those described or referred to in Exhibit A attached hereto and made part of this Agreement ("Vessel Assets"); and
(ii) All leases, contracts, arrangements, understandings, bareboat or other charters, or agreements relating to the hire, use or operation of the Vessel Assets or in the operation of the Business, including those listed on Exhibit B attached hereto and made a part of this Agreement ("Contracts"); and
(iii) All licenses, permits, consents, authorizations and orders of governmental or regulatory authorities as are necessary to carry on the Business as is presently being conducted, including those listed on Exhibit C attached hereto and made a part of this Agreement to the extent assignable ("Licenses and Permits"); and
(iv) Any and all other assets, whether tangible or intangible, used in the Business, including all intangible assets essential to or used in the operation of the Business.
Assets Conveyed. At the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Kellxxxxx Xxxsidiary all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company, used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. 6 Section 2.02.
Assets Conveyed. The Assets constitute all the assets, properties and rights used primarily in the Business as of the date hereof.
Assets Conveyed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Southern Rentals will convey, sell, transfer and deliver to UNIFAB and UNIFAB will purchase, acquire and accept from Southern Rentals, all right, title and interest of Southern Rentals in and to all of the Assets.
