Assets Purchased. The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, the assets set forth on Schedule 1 hereto ("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, tools, trade fixtures, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets.
1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory").
1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts").
1.1.4 All service marks, copyrights, brand names, trade names, know-how, 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 "Vikron" and "Vikron Magnetic Heads" 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, which are listed on Schedule 1.1.4 (the "Proprietary Rights").
1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records").
1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles").
1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable").
1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's account...
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 grant, bargain, sell, convey and ---------------- assign to Purchaser and Purchaser agrees to purchase from Seller, on the terms and conditions set forth in this Agreement, Seller's entire right, title and interest in and to the following:
(a) the Leased Real Estate for those parcels of property specified in Exhibit C attached hereto together with any and all easements for ingress, --------- egress and utilities which are attendant to the Leased Real Estate;
(b) the Owned Real Estate specified in Exhibit B attached hereto together --------- with any and all attendant easements for ingress, egress and utilities serving the Owned Real Estate;
(c) the Towers and Improvements owned by Seller which are constructed upon the Real Estate which are more particularly described in Exhibit A attached --------- hereto;
(d) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the Towers owned or leased by Seller which are located on the Real Estate or a right to use or occupy a portion of the Improvements which have been constructed on the Real Estate ("Antenna Space Leases"). Said Antenna Space Leases are specified in Attachment C attached ------------ hereto;
(e) the following items for each Site:
(i) any Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Seller; ____________________ /3/ The total purchase price under all five asset acquisition agreements was $16,500,000.
(ii) any zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Seller has made application;
(iii) any construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Towers and Improvements;
(iv) any 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; and
(v) any 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. The Real Estate, Towers, Improvements and Antenna Space Leases may h...
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. (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. Subject to and upon the terms and conditions hereof, and in reliance upon the covenants, representations and warranties contained herein, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to the following described assets (the "Assets"), at the Closing:
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").
