ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchase, subject to the terms and conditions hereinafter set forth, the following assets and properties (the "Station Assets"), free and clear of all liens, claims, encumbrances and rights of others, except as otherwise set forth herein:
(a) The FCC licenses and authorizations and all other licenses, permits and authorizations issued by any other federal, state or local governmental agency or authority for the operation of the Station, including but not limited to those listed on Exhibit A hereto, and all other licenses, permits and authorizations now or hereafter obtained in connection with the operation of the Station.
(b) All fixed, tangible and intangible assets used and usable in the operation of the Station, including, but not limited to, those assets identified on Exhibit B hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date.
(c) The contracts, leases and agreements listed and described on Exhibit C hereto which are to be in effect on the Closing Date, except those which may have been unilaterally canceled by a party other than Seller, provided that legal rights, if any, accruing to Seller by virtue of any such unilateral cancellation by a party other than Seller shall be assigned by Seller to Purchaser. To the extent that the assignment of any contract listed on Exhibit C may require the consent of a third party, Seller shall exercise its best efforts to secure such consent. In the event that Seller is unable to secure such consent, Purchaser shall not be required to assume performance pursuant to said contract.
(d) The rights and obligations under the agreements, pursuant to which reimbursement is or was to be made in whole or in part in services, merchandise or other non-cash considerations ("Trade Deals"), listed and described on Exhibit D hereto, subject to any changes thereto made in the ordinary course of business between the date hereof and the Closing Date.
(e) The call letters "WZNY" and all copyrights, trademarks, trade names, logos, jingles, service marks, slogans and promotional materials used in connection with the Station, and any registrations or applications for registration of any of the same, including but not limited to those copyrights, trademarks, trade names and service marks listed and described on Exhibit E hereto.
(f) Such fil...
ASSETS SOLD AND PURCHASED. At the Closing on the Closing Date (as such terms are hereinafter defined) IHC, Mercy, Dr. Xxxxxxxxxx xxx IHI shall convey, sell, assign, transfer and deliver to Buyer, free and clear of all liens, claims and encumbrances except as are specifically assumed by Buyer hereunder, all right, title and interest of IHC, Mercy, Dr. Xxxxxxxxxx xxx IHI in and to the following assets of the Business (the "Purchased Assets"):
(a) registrations; trade secrets or other proprietary rights or any licenses to or from third parties with respect to any of the foregoing (including, without limitation, all computer software, data and documentation and all copies thereof) relating to the Business as now conducted, including, without limitation, the intellectual property described on Schedule 5.13 hereto, but excluding those items listed as Excluded Assets on Schedule 1.2;
(b) All computer equipment described on Schedule 1.1 hereto;
(c) All notes and accounts receivable existing as of the Closing Date;
(d) All orders, contracts, commitments and proposals for the sale of the products of the Business listed on Schedule 5.10 hereto, including, without limitation, leases, licenses, conditional sale agreements, guarantees and confidentiality agreements;
(e) Except for IHI's sales tax permit which is excluded an excluded asset as set forth on Section 1.2(d) below, all permits, franchises, licenses, bonds, approvals, qualifications and the like issued by any government or governmental unit, agency, board, body or instrumentality, whether federal, state or local and all applications therefor pertaining to the Business or the Purchased Assets, including, without limitation, the intellectual property described on Schedule 5.13 hereto;
(f) All books and records of the Business, including, without limitation, all records on customers, suppliers, sales and promotional literature, advertising services, correspondence and files and material legal activities; and
(g) All causes of action, rights of action and claims relating to the Purchased Assets of Business against any other person.
ASSETS SOLD AND PURCHASED. Subject to the terms and conditions hereof, Seller hereby sells, assigns, conveys and transfers to Buyer good and marketable title in all Seller's assets (herein called "Assets") and more particularly described in Exhibit "A" attached hereto and made a part hereof, and Buyer hereby accepts from Seller the following:
a. The right, title and interest of Seller in and to the use of certain tradenames, trademarks, patents, copyrights, logos and other intellectual and proprietary rights associated with the Business, including but not limited to the use of such items as listed on Exhibit A, which is attached hereto and incorporated herein for all purposes;
b. The tangible assets, including but not limited to equipment, software and inventory utilized by Seller in the Business, which are listed on Exhibit "A" attached hereto.
ASSETS SOLD AND PURCHASED. At the Closing Seller agrees ------------------------- to sell, transfer, convey, assign and deliver to Buyer and Buyer agrees to purchase and acquire, according to the terms and conditions of this Agreement, all of Seller's right, title, and interest in and to the following assets and properties of, or assets and properties used, held by or useful in the operation of, the Business on the Closing Date, other than the assets identified in Section 2.A.2 hereof (collectively, the "Purchased Assets"):
a. all personal property and vehicle leases listed on Schedule 2.A.
1. a hereto (the "Personal Property Leases") and all real property leases listed on Schedule 2.A.
1. a hereto (the "Real Property Leases");
b. all contracts other than those referred to in Section 2.A.1.a in respect of the Business (other than a contract which is a Benefit Plan as defined in Section 4.K.1), including, without limitation, customer contracts, distributor agreements, agency agreements, royalty and license agreements and rights, purchase agreements, rights to use technology owned by others and all other agreements of whatever nature used by or affecting the Business, all as listed on Schedule 2.A.1.b hereto (collectively, the "Contracts");
c. all letters of credit in favor of Sellers related to the Business and all prepaid expenses and deposits of the Business, all as preliminarily listed on Schedule 2.A.1.c hereto, which Schedule will be updated upon preparation of the Closing Balance Sheet (hereinafter defined);
d. all accounts receivable of the Business or other rights to receive payment for services performed as of the Closing Date including, without limitation, the accounts receivable that are preliminarily identified on Schedule 2.A.1.d hereto, which Schedule will be updated upon preparation of the Closing Balance Sheet;
e. all inventory of the Business, including, but not limited to, supplies, raw materials, component parts, work-in-progress and finished goods on hand, including, without limitation, the inventory preliminarily listed on Schedule 2.A.1.e hereto, which Schedule will be updated upon preparation of the Closing Balance Sheet (the "Inventory"), except for items owned by customers of the Business incorporated into inventory of Seller, jigs and similar items owned by customers of the Business and those raw materials or components which have been consigned to the Business by its customers, which shall be transferred to Buyer subject to the terms of the consignment arra...
ASSETS SOLD AND PURCHASED. Subject to the conditions herein, Buyer agrees to purchase and Seller agrees to sell, transfer and convey on the closing date, the assets, (hereinafter referred to as "purchased assets"), now owned and hereafter acquired by Seller prior to the closing:
a. All inventory, equipment, computers, and software, including hardware and software purchased or to be purchased from Small Wonders, set forth in Exhibit "A" attached hereto and made a part hereof;
b. All contracts, agreements, leases, tradenames, licenses, permits and consents except those which cannot be transferred to Buyer, and other authorizations for or used in connection with or relating to the operation of the business set forth in Exhibit "B" attached hereto and made a part hereof;
c. All records and files relating to the business and operation of the business as the Buyer may reasonably require; however,
d. The Seller retains the right to use the name Fronteer, and Buyer acquires no rights to use the name Fronteer through this asset sale.
ASSETS SOLD AND PURCHASED. Subject to and on the terms and conditions set forth herein, at the Closing (as defined in Section 4.1., which shall occur on the "Closing Date"), Seller shall sell, deliver, transfer and assign to Buyer free and clear of all liens, claims, charges, restrictions and encumbrances of every kind, nature and description (except only any as are expressly identified as such, set forth in Exhibit 2.1, and which Buyer, in connection therewith, shall have agreed to accept), and Buyer shall purchase for the consideration herein provided, all of the assets, properties and business of Seller of every kind, nature and description, wherever located, whether tangible or intangible, and whether or not fully depreciated or amortized, as the same shall exist as of the Closing Date (and excepting only such specifically identified assets as are to be retained by Seller pursuant to Section 1.2. hereof). Such assets to be purchased by Buyer, hereinafter sometimes referred to as the "Purchased Assets", are those specifically set forth in Exhibit 1.1., attached hereto, and which is intended and shall include all of those assets now and presently required for and used in the operation of Seller's Business, including existing or pending licenses, contracts and incomes from and after Closing Date, and expressly including the following: (a) All furniture, fixtures, equipment, and inventory owned by Seller; (b) All right, title and interest in and to the name "Managed Respiratory Care Services, Inc." and any registered copyright or service xxxx related thereto; (
ASSETS SOLD AND PURCHASED. At the Closing on the Closing Date (as such terms are hereinafter defined) Seller shall convey, sell, assign, transfer and deliver to Buyer, free and clear of all liens, claims and encumbrances except as are specifically assumed by Buyer hereunder, all right, title and interest of Seller in and to the following assets of the Business, except to the extent included in Excluded Assets (the "Purchased Assets"):
(a) All intellectual property (whether as owner, inventor, employer of an inventor, licensor, licensee or otherwise), including, without limitation, the Proprietary Products (subject to the limitations in Schedule 1.1); the names "Health Research Network", "HRN","HIV Insight" and "Clinical Practice Analyst"; the intellectual property described on Schedule 4.13 hereto; patents or patent applications; trademarks, service marks, trade dress, trade names, corporate names or any registrations or applications to register any of the foregoing; copyrights or copyright registrations; trade
ASSETS SOLD AND PURCHASED. Seller agrees to sell, transfer, convey and assign to Buyer, and Buyer agrees to buy, accept and receive all of the following related to Barrington University ("Business"): All furniture (including classroom furniture), equipment, warranties, computers, computer software, whether owned or licensed, telecommunications equipment, servers, customer lists, files, records, other general intangibles of the business, the right to the name Barrington University, lesson plans, curriculum, domain names, including www.Barrington.edu all patents, registered or unregistered trademarkx, xxxxxxx xxxxx, logos, fictitious and trade names, registered and common law copyrights, all telephone numbers, including fax lines, Internet web site, Barrington University e-mail accounts, customer lists, inventions, discoveries, techniques, processes, methods, formulae, designs, trade secrets, confidential information, know-how and ideas used or useful in connection with the Business. A definitive list of tangible personal property conveyed will be created and agreed to by the parties prior to closing. As the School is currently housed within and operates from servers that also contain Seller's other businesses, Seller shall transfer all software and connections to a separate Server capable of efficiently supporting all of its intellectual property, and a workstation containing Buyer's e-mail system within Thirty (30) days after Closing, and both the Server and workstation shall become property of Buyer.
ASSETS SOLD AND PURCHASED. Seller, on the Closing Date, will sell, transfer, convey, assign and deliver to Buyer, good and marketable title, free and clear of any liens, encumbrances, restrictions or violations of any kind or type, all of the assets, business and rights of Seller, used or useful in the operation of the Station (collectively "Purchased Assets"). Without limiting the generality of the foregoing, there shall be included the following as the same relate to the Station and the business thereof:
a. The business of the Station as a going concern, including all rights, title and interest in and to the call letters WYRE-AM;
b. The FCC License and all other licenses, permits and authorizations, if any, issued by the FCC or any other regulatory agency for the operation of the Station, including those listed and described in Exhibit A attached hereto;
c. All of the broadcast, production, studio and transmitting equipment and systems (including all audio and tape equipment both electronic and mechanical), and all of the machinery, equipment, tools, vehicles, furniture and furnishings, and office equipment (and the inventories of supplies and spare parts relating to each of the foregoing) and described in Exhibit B, except those used solely by WRNR-FM, (collectively, the "General Equipment").
d. All right, title and interest of Seller in the leases, contracts, agreements and commitments (excluding any and all contracts or agreements, expressed or implied, regarding matters of employment) entered into in the ordinary course of business of the Station, and listed and described on Exhibit C hereto, and any renewals or extensions thereof, and those personal property leases and other contracts, agreements and commitments entered into by Seller in connection with the operations of the Station from the date hereto to the Closing Date (collectively the "Contracts"), subject to Buyer's approval. Notwithstanding anything written to the contrary, Buyer agrees and acknowledges that a tower is not included in the assets purchased. Further, the Seller is entering into a land lease with the city of Annapolis for the purpose of building a tower and the said lease is not included in the sale of the assets. However, Seller agrees to provide Buyer, at settlement with a lease for a minimum term of Twenty (20) years at Five Hundred Dollars ($500.00) per month, the first Ten (10) years and One Thousand Dollars ($1,000.00) per month the second Ten (10) years. Said lease will also contain a provision fo...
ASSETS SOLD AND PURCHASED. Buyer agrees to purchase from Seller and Seller agrees to sell, convey, transfer and deliver to Buyer, free and clear of all liens and encumbrances, the following assets of Seller, which are more fully described on Exhibit A attached (the "Assets"):
(a) The Seller's customer base which shall include 1320 Centrex local and long distance lines, 123 long distance only lines, and 135 local lines only, excluding any customer with a Past Due Account (as defined in subparagraph 1(f) of this Agreement);
(b) All Customer deposits and the documentation related to Centrex services, to include: customer lists including addresses, customer files including copies of Letters of Agency and PIC forms, LEC orders, LEC records, LEC correspondence, install date, billing records, internal order forms, customer contact lists, and if applicable an electronic file of all customer stored data ("Customer Data");
(c) Ninety-nine (99) installed Dialers;
(d) One-hundred Fifty-four (154) toll-free 800/888 numbers
(e) All calling cards;
(f) All voice mail accounts, all ISDN lines, all T-Span lines and all 56K lines, if any are owned by Seller on the date of Closing; and 2
(g) Account receivables due in less than 60 days after the invoice date on the date of Closing ("Receivables"). Seller shall commence disconnect procedures with respect to any customer whose account is over 60 days past due ("Past Due Account(s)"), in accordance with Iowa Utilities Board rules. Buyer shall not be obligated to service such Past Due Accounts, and Buyer shall be under no obligation or duty to pursue collection of Past Due Accounts. However, if Buyer receives payment for any such Past Due Accounts, Buyer shall forward such payment to Seller. All Receivables are being sold free and clear of liens and encumbrances. All other assets of Seller not listed above or on Exhibit A are specifically excluded. BUYER IS NOT ASSUMING ANY LIABILITIES OF SELLER.
