Assets Included. Subject to Section 1.2, Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
(a) All rights, titles and interests of Sellers in and to the Leases described on Exhibit A-1 attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1);
(b) Without limitation of the foregoing but subject to Section 1.2, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits X-0, X-0, and A-3 hereto or described in any of the Leases described on such Exhibit A-1 (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits X-0, X-0, and A-3;
(c) All rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(e) All rights, titles, and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other ...
Assets Included. On the terms and subject to the conditions set forth in this Agreement, and in reliance upon the covenants, representations and warranties of the Seller at the Closing (as defined in Section 2.4 hereof), Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer and deliver to Purchaser, free and clear of any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), the Assets set forth on Schedule 2.1 of the schedules attached hereto and include (but are not limited to) the following:
(a) Cash in Bank;
(b) Accounts Receivable ;
(c) All Tangible Personal Property;
(d) All intangible property;
(e) All of the Assigned Contracts;
(f) All permits relating to the acquisition or ownership of the Assets or the operation of the Development Business;
(g) All data, records, files, manuals, blueprints and other documentation related to the Seller, the Assets and the operation of the Development Business, including but not limited to (1) service and warranty records; (2) sales promotion materials, creative materials, art work, photographs, public relations and advertising materials, studies, reports, correspondence and other similar documents and records used in the Development Business, whether in electronic form or otherwise; (3) all client and customer lists, telephone numbers and electronic mail addresses with respect to past, present or prospective clients and customers; (4) all accounting and tax books, ledgers and records and other financial records relating to the Development Business and the Assets; (5) all sales and credit records and brochures relating to the Development Business, purchasing records and records relating to suppliers; and (6) subject to applicable Law, copies of all personnel records of all Seller employees, including the Key Seller Employees;
(h) All of the Seller’s furniture and fixtures, as set forth on Schedule 2.1.2(f) hereto (the “Furniture and Fixtures”);
(i) All of the Seller’s tools and equipment, as set forth on Schedules 2.1.2(g) hereto (the “Equipment”);
(j) All of the inventory, merchandise, stores of supplies, spare parts, stock-in-trade and work in progress, including, without limitation, the items set forth on the Inventory Statement attached hereto as Schedule 2.1.2(h);
(k) All Intellectual Property owned, developed or used in connection with the Assets or the Development Business;
(l) All policie...
Assets Included. The following assets are included in the sale of the business herein (check all that are applicable):
Assets Included. The assets of NBS to be acquired by Purchasers In connection with Purchasers' acquisition of the Interests shall include the following scheduled items:
(a) All items of personal property, including, but not limited to, office furniture, office equipment, office supplies, and other tangible personal property related to the administration of the Business as is, where is and as set forth on Schedule 2.8(a).
(b) All items of switching equipment, networking equipment, and customer premise equipment as is, where is and as set forth on Schedule 2.8{b).
(c) All items of computer equipment, related peripherals, and software licenses (as are assignable) related thereto as is, where is and as set forth on Schedule 2.8(c).
(d) All rights under any written or oral Contract, lease, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization set forth on Schedule 2.8(d).
(e) All licenses, permits, and authorizations (collectively, "Licenses and Permits"), subject to Fusion qualifying for all of said Licenses and Permits, listed on Schedule 2.8(e).
(f) All Intellectual Property, as previously defined, whether registered or unregistered, and any applications therefor utilized by or in any way associated with the Business or the products and services offered by the Business, as set forth on Schedule 2.8(f).
(g) All Business Records, Including without limitation all records, manuals and other documents relating to or used in connection with the Business. If there Is a claim made, the Company shall have the reasonable right of access to the Business Records post-closing for the period of the applicable statute of limitations.
(h) The customer base and all customer information, files. records, data, plans and recorded knowledge, including customer records, customer contracts, customer lists and prospect lists forth on Schedule 2. (h), as may be updated to and including the Closing Date, as well as all customer agreements and contracts associated with the foregoing ("Customer Agreements''),except that customer agreements evidenced by NBS' standard form of customer agreement need not be identified on Schedule 2.8(h).
(i) The supplier lists and contracts with suppliers set forth on Schedule 2.8(i) ("Supplier Contracts),as may be updated to and including the Closing Date.
(j) The maintenance and service contracts...
Assets Included. On the terms and subject to the conditions set forth in this Agreement and in reliance on the representations and warranties of Seller and the Stockholder, at the Closing (as defined in Section 3.1 hereof) Buyer shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Buyer, free and clear of any and all liabilities, judgments, pledges, liens, tax liens, claims, charges, security interests, exceptions or encumbrances whatsoever, except as disclosed in and permitted by this Agreement (collectively, "Liens"), all right, title and interest of Seller in and to all of the operating assets, rights and properties of Seller related to or used in the Business, of every nature, kind and description, tangible and intangible, wherever located, as of the date of this Agreement and as they exist on the Closing Date (except properties and assets disposed of and accounts receivable and notes receivable paid to Seller in full, each in the ordinary course of business between the date of this Agreement and the Closing
Assets Included. The assets of NBS to be acquired by Purchasers In connection with Purchasers' acquisition of the Interests shall include the following scheduled items: (a) All items of personal property, including, but not limited to, office furniture, office equipment, office supplies, and other tangible personal property related to the administration of the Business as is, where is and as set forth on Schedule 2.8(a). (b) All items of switching equipment, networking equipment, and customer premise equipment as is, where is and as set forth on Schedule 2.8{b).
Assets Included. Seller agrees to sell, transfer, convey and assign to Buyer at Closing the following:
(a) all personal property, leases, contracts, rights under or pursuant to all warranties, representations and guaranties made by suppliers in connection with products, materials or services, permits, plans, licenses and licensing agreements and any other agreements or undertakings of any kind of Seller relating exclusively to the Business;
(b) all trade secrets, know-how, patents, applications for patents, trademarks, inventions, engineering drawings, licenses and other intellectual property and intangible assets in, developed for exclusive use in, or under development for exclusive use in the Business as set forth on Exhibit "B";
(c) all customer lists, and vender and supplier information as set forth on Exhibit "C";
(d) all prototypes, plans, designs and test results of any and all disposable IV poles manufactured or designed by Seller including the Pitch It and Pitch It, Jr., and all other disposable IV poles under development ("Disposable IV Poles"); and
(e) all files, records, information and data directly relating to any of the Assets. Items (a) through (e) are hereafter collectively referred to as "Assets". Assets shall not include accounts receivable of Seller.
Assets Included. AG agrees that all patents and software (with the exception of patents and software transferred XX.XXX XX.XXX accordance with the Design Agreement) that it may own now or in the future are included in the ag's license for intellectual property other than the trademark license, licensed under this Section 2.2. 7 <PAGE>8 2.3.
Assets Included. (a) As of the date hereof, Seller shall convey, sell, transfer, assign and deliver unto Purchaser, and its successors and assigns forever, the Purchased Assets as set on Exhibit 1.01 hereof, together with all other intangible assets which derive from the Purchased Assets together with copies of all files, books and records relating to the Purchased Assets. (b) From and after the date hereof, Seller shall give to Purchaser or its representatives free and unrestricted access to the books, files and records of Seller relating to the Purchased Assets. Prior to destroying or disposing of such books, files and records, Seller shall give 30-days notice to Purchaser of the intended destruction or disposition, and Purchaser shall have the right to take possession of the same or to make copies of the same at its expense.
Assets Included. The Assets to be purchased by PBS&J pursuant to this Agreement and the values agreed to for each category of assets shall be: Asset Value ----- -----
i.) Fixed assets as described in Exhibit 1 attached hereto
ii.) Trade Name and Goodwill
iii.) Deposits as described in Exhibit 2 attached hereto
