Assets Purchased Clause Samples

Assets Purchased. Airadigm agrees to grant, bargain, sell, convey and assign to SpectraSite and SpectraSite agrees to purchase from Airadigm, on the terms and conditions set forth in this Agreement Airadigm's entire right, title and interest in and to the following: (a) those ground leases specified in Schedule I attached hereto ("Prime Leases") together with any and all easements for ingress, egress and utilities which are attendant to the Prime Leases; (b) those towers, tower foundations, utilities, fences, landscaping and other improvements owned by Airadigm which are constructed upon the real property described in the Prime Leases (collectively "Tower Facilities") specified in Schedule III attached hereto; (c) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the real property described in the Prime Leases or grant a right to use or occupy space on the Tower Facilities owned by Airadigm which are located on the real property described in the Prime Leases ("Collocation Agreements"). Said Collocation Agreements are specified in Schedule IV attached hereto; (d) the following items for each Site (to the extent available and assignable): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Airadigm; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Airadigm has made application; (iii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities; (iv) the geotechnical report which has been commissioned by Airadigm; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; (vi) the environmental assessments including phase I reports and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Sites or neighboring real property; and (vii) any other information written or otherwise regarding the due diligence investigation made by Airadigm or its agents, independent contractors or employees regar...

Assets Purchased. The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, the following assets (the “Assets”): (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the Business; (c) All the Seller’s rights under Contracts listed on Schedule 7.6; (d) All the Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) The Seller’s name and goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such ite...

Assets Purchased. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

Assets Purchased. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (whether such property constitutes real, personal or mixed property), listed on Schedule 1.1.1 hereof ("Fixed Assets"). 1.1.2 All inventory, work in progress, and stock in trade of Seller as of the Closing Date. 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangements, and the rights of Seller to all prepaid expenses and benefits under the foregoing, as set forth in Schedule 1.1.3 attached hereto. 1.1.4 All service marks, patents, trademarks, copyrights, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "MEC" and "Mag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, and all rights and properties listed on Schedule 1.1.4 ("Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business ("Business Records").

Assets Purchased. Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell to Purchaser the Assets. The Assets include, but are not limited to, the following: (a) substantially all of Seller's cash, accounts receivable, notes receivable, deposits, prepaid expenses, inventories and intangible properties; (b) the tangible assets of Seller, including equipment, fixed assets, furniture, materials and supplies; (c) saleable, usable and merchantable inventory as selected and determined by the Purchaser in its discretion; (d) leasehold or tenant improvements; (e) customer lists and customer sales files; (f) all contract rights, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business; (g) all books and records relating to the Business and Seller (except minute books and stock record books); (h) all intellectual property owned by, or licensed by, Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the name "Quality Botanical Ingredients, Inc.", and all variants thereof), copyrights, and other intangible proprietary rights recognized under applicable law; and (i) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of Exhibit A (▇▇▇ "General Assignment and Bill --------- of Sale").

Assets Purchased. (A) ARRT would like to acquire certain assets from Company including the Within / Without trademarks, brands, books, records, intellectual property, commercial sales channel, customer list(s) and manufacturing rights. In consideration for payment of the Purchase Price listed below, effective as of 12:01 a.m. on the Closing Date, the Company hereby irrevocably, unconditionally absolutely and in perpetuity grants, sells, transfers and assigns (by way of present and future assignment, if applicable) to ARRT absolutely and with full title guarantee, free and clear from all Encumbrances of any kind, One Hundred Percent (100%) of all rights, title and interest, throughout the world, in perpetuity, in and to the Company Assets listed in Appendix 1 of this Agreement (hereafter referred to as the “Acquired Assets”). (B) Any assets of the Company not included in Appendix 1 of this Agreement will remain the property of Company. In particular, but not to exclude any assets not listed, those Assets listed in Appendix 2 will remain the property of Company.

Assets Purchased. The following properties, as described below in Sections 1.1 - 1.5, are collectively referred to herein as the “Assets”:

Assets Purchased. Seller agrees to sell, transfer, convey and assign to Purchaser and Purchaser agrees to purchase from Seller, subject to the terms and conditions set forth in this Agreement, all of Seller's rights, title and interest in and to all of the assets of the Business, including without limitation all of the accounts receivable of the Business and those assets set forth on Schedule 1.1 hereto ("Assets"), other than those assets expressly excluded in paragraph 2 hereof. The parties hereto acknowledge that such Assets constitute all of the assets necessary for the operation of the Business.

Assets Purchased. Seller agrees to sell to Purchaser and Purchaser ----------------- agrees to purchase from Seller, on the terms and conditions set forth in this Agreement, the assets set forth on Exhibit A hereto ("Assets").