Assets of Seller. The Assets shall consist of the following:
(a) All rights, title and interest, including the goodwill associated therewith, in the Take-Off product line (the "Product") in the Territory (as hereinafter defined), including any and all agreements (whether purchase, royalty, or license) (the "Ownership Agreements") relating to the ownership of the Product, and all "Intangibles" (as defined in Section 8(g) hereof), related to the Product.
(b) The existing purchase orders for inventory, supplier and contract manufacturing agreements, written sales representatives and distributorship agreements, and customer agreements or arrangements of the Seller relating to the Product (the "Contracts"), all as set forth in Exhibit A annexed hereto. Exhibit A sets forth all agreements and arrangements with customers, suppliers, sales representatives or distributors, whether oral or written, concerning the Product, including commissions, promotional allowances, rebates, return policies, quantity discounts and the like. All contracts set forth on Exhibit A hereto can be transferred and assigned by Seller to Buyer without obtaining the consent of any person or if the consent, of any person is required, such consent has been obtained as set forth on Exhibit A hereto.
(c) Copies of customer, supplier, sales representative and distributor lists, advertisements and ad sheets and records of Seller which Buyer reasonably determines, prior to Closing, it needs to carry on the business currently being conducted by Seller with respect to the Assets.
(d) Any and all tools, dies, jig molds and other tangible personal property needed or used to manufacture the Products as set forth on Exhibit B hereto.
(e) The Inventory of Seller related to the Product (as defined at Section 8(i) hereof).
Assets of Seller. The Seller has, and subsequent to the transactions contemplated by the Contribution agreement, the Company will have, good, marketable, and indefeasible title to all its assets. The Seller’s tangible personal property is in good working order and condition, ordinary wear and tear excepted, and is suitable for use in the business of the Seller.
Assets of Seller. Seller has good and marketable title to all of its School Related Assets. Except as otherwise disclosed in the Seller's March Balance Sheet, all of the School Related Assets are owned free and clear of any adverse claims, security interests, or other encumbrances or restrictions, except liens for current taxes not yet due and payable, landlords' liens as provided for in the relevant leases or by applicable law, or liens or similar security interests granted as part of personal property financing agreements made in the ordinary course of business and which in the aggregate are not material.
Assets of Seller. Except for the Purchased Assets, Seller specifically retains all assets of the Businesses, including, but not limited to, cash, fixed assets (including software, computers, equipment, and furniture), and accounts receivable, and none of said assets are being sold to Buyer pursuant to the terms of this Agreement.
Assets of Seller. (a) Except as set forth on Schedule 3.6.1 (a), Seller now has, and on the Closing Date will have and will convey to Buyer, good and marketable title to all of the Assets, free and clear of all Liens.
(b) The Assets are sufficient to enable Buyer to conduct the business and operations of each Division immediately after the Closing substantially as Seller presently conducts them. All material items of tangible personal property owned or leased by Seller in connection with the Divisions are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are presently being used. Each item of tangible personal property owned or used by Seller in connection with the Divisions immediately prior to the Closing will be owned or available for use by Buyer immediately subsequent to the Closing.
Assets of Seller. Purchaser will not employ, assist in employing, or otherwise associate in business with any of the people set on Schedule 11.12 until the earlier of (i) two (2) years from the date hereof or (ii) six (6) months after they no longer work for or on behalf of Paramount Headware, Inc.
Assets of Seller. The Assets currently owned by Seller include the following:
(1) The Tangible Personal Property (Schedule 3.8);
(1) The Real Property Interests (Schedule 3.7);
(1) The Licenses (Schedule 3.6);
(1) The Contracts listed on Schedule 3.9 and designated as Contracts that are to be retained by Seller;
(1) The Intangibles (Schedule 3.10) and all intangible assets of Seller relating to the Stations that are not specifically included within the Intangibles, including the goodwill of the Stations, if any;
(1) All of Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Stations;
Assets of Seller. The Assets constitute all of the assets of the Seller used in the operation of the Business as it has been operated prior to the date hereof.
Assets of Seller. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of the assets and properties of Seller, including, without limitation, those assets of Seller identified in Exhibit A (but excluding the Corindus Shares) (together with the Contracts, the “Assets”).
Assets of Seller. The assets of Seller which are being sold hereunder have been maintained in accordance with Seller's past practices and Seller has received no notice of any violation of applicable zoning and other laws, ordinances and regulations, including, but not limited, to the Federal Occupational Safety and Health Act. All equipment and machinery has been and will be maintained in the normal and customary course to the Date of Closing.
