ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and assume from Seller, at the Closing, the assets of Seller ("Assets"), wherever located and whether or not carried or reflected on the books and records of Seller, including, without limitation the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreement: (a) all prepayments, prepaid expenses and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policies); (b) all equipment, furniture, fixtures, leasehold improvements, trade fixtures, computers and related software and documentation, and other tangible personal property; (c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located; (d) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing"; (e) all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed or described on Exhibit 1.1(e) of this Agreement (collectively, the "Contracts"); (f) all lists and records pertaining to customers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software; telephone numbers; and business records of every kind and nature; (g) all creative materials (including, without limitation, photographs, films, art work, color separations and the like), recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.2; (h) the licensed right to use the "Chicago Care Nurse Staffing" name and the associated logo currently used by Seller for the longer of (i) two (2) years or (ii) the termination of all of the Members' employment with Buyer; and (i) all goodwill as a going concern of Seller, all goodwill associated with the items in clauses (d) and (h) above and all other intangible property of Seller, free and clear of all Liens.
Appears in 1 contract
ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and assume from SellerThe Companies shall, at the Closing, effective as of 12:01 a.m., local time, on the Closing Date, by special warranty deed, bills of sale and other appropriate documents of transfer reasonably satisfactory to Buyer and the Sellers, (the "Transfer Documents") transfer to Buyer, free and clear of any claim, suit, proceedings, restriction, limitation, security interest, pledge, lien or encumbrance of any kind or nature whatsoever, except those, if any, which are set forth on SECTION 2.03 SCHEDULE (A), all right, title and interest of the Companies in and to the properties, assets and rights of Seller every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets as herein defined) relating to or used or held for use in connection with the Acquired Business as the same may exist on the Closing Date (collectively, the "Assets"), wherever located and whether or not carried or reflected on the books and records of Seller, including, including without limitation all those items in the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreementcategories:
(a) all prepaymentsmachinery, prepaid expenses equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and all interests in insurance policies parts and similar property (including, without limitationbut not limited to, life insurance policies but specifically excluding any employee benefit plans maintained pursuant of the foregoing purchased subject to insurance policiesany conditional sales or title retention agreement in favor of any other Person);
(b) all equipmentinventories of raw materials, furniturework in process, fixturesfinished products, leasehold improvementsgoods, trade fixturesspare parts, computers replacement and related software and documentationcomponent parts, and office and other tangible personal propertysupplies (collectively, the "Inventories"), including Inventories held at any location controlled by the Companies and Inventories previously purchased and in transit to the Companies at such locations;
(c) all office rights in and production suppliesto products sold or leased (including, spare partsbut not limited to, other miscellaneous supplies products hereafter returned or repossessed and other tangible property unpaid sellers' rights of any kind wherever locatedrescission, replevin, reclamation and rights to stoppage in transit);
(d) all rights (including, but not limited to, any and all Intellectual Property rights) in and to the products sold or leased and in and to any products or other Intellectual Property rights under research or development prior to or on the Closing Date;
(e) the right to the corporate names "Imperial Fabricating Company of Tennessee, Inc.", "Fleet Design, Inc.", "Imperial Group, Inc." and such other names used by the Companies and the Shareholder as set forth on SECTION 2.03(E) SCHEDULE (A); provided, however, Buyer, with Sellers' cooperation, shall be responsible to secure its right to these corporate names by the filing of appropriate name reservations or other corporate filings, as appropriate and necessary, with the respective state offices, as required by the applicable state law;
(f) all of the proprietary rights of the Companies under all contracts, arrangements, licenses, leases (real and intellectual rights personal) and other agreements (the "Assumed Contracts") including, without limitation, any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise, but, only to the Proprietary Rights) and all of Seller's other intangible property, except extent Buyer assumes the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights Companies' obligations under such contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating agreements pursuant to the Business listed or described on Exhibit 1.1(e) of this Agreement (collectively, the "Contracts");
(f) all lists and records pertaining to customers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software; telephone numbers; and business records of every kind and natureSECTION 2.05;
(g) all creative credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and retroactive insurance adjustments for workers' compensation claims;
(h) all notes and accounts receivable held by the Companies and all notes, bonds and other evidences of indebtedness of and rights to receive payments (including the benefits and proceeds of all insurance policies) from any Person held by the Companies, except for cash and cash equivalents, intracompany and affiliate transactions and accounts, cash surrender value of life insurance, and investment securities as set forth on SECTION 2.03(H) SCHEDULE (A);
(i) all Intellectual Property owned by the Companies or licensed to the Companies and all rights thereunder or in respect thereof relating to or used or held for use in connection with the Acquired Business, including, but not limited to, rights to xxx for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof;
(j) all books, records, manuals and other materials (in any form or medium), including, without limitation, all records and materials maintained at the headquarters of the Companies, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, filmsproduction data, art work, color separations and the like), recruiting processes, advertising sales and promotional materials and all other printed or written materialsrecords, not otherwise set forth as an excluded asset in Exhibit 1.2purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files;
(hk) to the licensed right extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(l) all real property, as set forth in SECTION 2.03(L) SCHEDULE (A) and all licenses, permits, approvals and qualifications relating to use any real property issued to the Companies by any Governmental Authority (herein the "Chicago Care Nurse Staffing" name Included Real Property");
(m) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the associated logo currently used Companies with respect to the Acquired Business or the ownership, use, function or value of any Asset, whether arising by Seller for the longer way of (i) two (2) years counterclaim or (ii) the termination of all of the Members' employment with Buyerotherwise; and
(in) all goodwill as a going concern guarantees, warranties, indemnities and similar rights in favor of Seller, all goodwill associated the Companies with the items in clauses (d) and (h) above and all other intangible property of Seller, free and clear of all Liensrespect to any Asset.
Appears in 1 contract
Samples: Asset Purchase Agreement (Johnstown America Industries Inc)
ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions of this Agreementhereinafter set forth, Seller will shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer will purchase shall purchase, acquire and assume accept from SellerSeller (the "Acquisition"), at free and clear of all Liens (as defined in Section 1.1(b) below), all right, title and interest of Seller in, to and under all of the Closingassets, the assets properties, rights, contracts, claims, operations and business of Seller (collectively, the "Assets") (but excluding the Excluded Assets, as defined in Section 1.2 below), wherever located and whether or not carried or reflected appearing on the books and records of Seller, including, without limitation limitation, the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreementfollowing:
(ai) all prepayments, prepaid expenses contracts and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant agreements to insurance policies);
(b) all equipment, furniture, fixtures, leasehold improvements, trade fixtures, computers and related software and documentation, and other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed or described on Exhibit 1.1(e) of this Agreement which Seller is a party (collectively, the "Assigned Contracts") that are listed on Schedule 1.1(a) hereto;
(ii) all of the furniture, supplies, computers, office equipment, fixtures and other fixed assets owned by Seller (the "Fixed Assets");
(fiii) all lists trademarks, tradenames, logos, service marks, brand marks, brand names, domain names, patents, copyrights, inventions, customer lists, and records pertaining to customers, employees, suppliers, distributors, personnel and agents proprietary know-how or information owned or used by Seller and all other booksregistrations thereof and pending applications therefor (collectively, ledgersthe "Intangible Property");
(iv) all trade accounts receivable of Seller;
(v) all papers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specificationsdatabases, computer programs, disks, software; telephone numbers; , and business records of every kind other books, records, documents and naturematerials owned by Seller (the "Books and Records");
(gvi) all creative materials assets of Seller (including, without limitation, photographs, films, art work, color separations and the like), recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth than Excluded Assets) as an excluded asset in Exhibit 1.2to which Buyer assumes any liability;
(hvii) the licensed right all rights of Seller under or pursuant to use the "Chicago Care Nurse Staffing" name all warranties, representations and the associated logo currently used guarantees made by Seller for the longer of (i) two (2) years or (ii) the termination of all suppliers, manufacturers and contractors in connection with any of the Members' employment with Buyerforegoing Assets; and
(iviii) all goodwill as a going concern relating to the foregoing Assets.
(b) For the purposes of Sellerthis Agreement, all goodwill associated with the items in clauses (d) and (h) above and all "Lien" shall mean any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement or other intangible property of Sellerreal estate declaration, free and clear of all Lienscovenant, condition, restriction or servitude, transfer restriction under any shareholder or similar agreement, or encumbrance.
Appears in 1 contract
ASSETS TO BE ACQUIRED. Upon Subject to and upon the terms terms, conditions, representations, warranties, covenants and subject to the conditions of this Agreement, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and assume from Sellerindemnities made herein, at the Closing, the assets Sellers shall sell, grant, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Sellers, all of Seller the Sellers' right, title and interest in and to all of their properties and assets, real, personal, or mixed, tangible and intangible, of every kind, nature and description, wherever located, belonging to the Sellers on the Closing Date, other than the Excluded Assets (all of which are hereinafter collectively referred to as the "Acquired Assets"), wherever located and whether or not carried or reflected on the books and records of Seller, including, without limitation the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreementfollowing:
(a) all prepaymentsright, prepaid expenses title and interest in and to any real property, including coal, oil, gas and other minerals, if any, owned by the Sellers and identified on Schedule 2.01(a), together with all interests in insurance policies improvements thereon and appurtenances thereunto belonging (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policiesthe "Owned Real Property");
(b) all equipmentof the Sellers' interests in and rights to real property, furnitureincluding coal, fixturesoil, leasehold improvements, trade fixtures, computers and related software and documentation, gas and other tangible personal minerals, if any, in and under the leases and subleases, including all amendments, modifications, extensions and renewals thereof (the "Real Property Leases") identified on Schedule 2.01(b) (the real property, including coal, oil, gas and other mineral, if any, subject to the Real Property Leases is hereinafter referred to as the "Leased Real Property");
(c) all office of the Sellers' interests in and production suppliesrights to and under all Contracts incident to the Owned Real Property or the Leased Real Property (including rights-of-way, spare partseasements, other miscellaneous supplies reversionary rights and other tangible property of any kind wherever locatedlicenses related thereto) identified on Schedule 2.01(c) (the "Real Property Contracts");
(d) all of the proprietary buildings, structures, mine structures, improvements, fixtures, trade fixtures, plants, preparation plants, facilities, coal loading and intellectual rights handling facilities, equipment, mining equipment, vehicles, machinery, furniture, supplies, materials, tools, spare parts, laboratory equipment, computer hardware, and other tangible property of the Sellers, whether owned or leased by the Sellers, identified on Schedule 2.01(d) (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse StaffingTangible Personal Property");
(e) all of the Sellers' interest in and rights to and under contractsall Contracts (other than the Real Property Contracts and the Real Property Leases) identified on Schedule 2.01(e) (the "Other Contracts") and, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating if requested by the Buyer at least ten days prior to the Business listed Closing, to the extent assignable, any or described all of the insurance policies identified as items 2, 5 and 6 on Exhibit 1.1(e) of this Agreement (collectively, the "Contracts"Schedule 3.20(a);
(f) all lists inventories of coal (in stockpiles or otherwise) and records pertaining to customersother products or goods held for sale by the Sellers, employeeswherever located (the "Inventories") (Schedule 2.01(f) identifies all Inventories as of January 31, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software; telephone numbers; and business records of every kind and nature1997);
(g) all creative materials (includingaccounts receivable and other rights to receive payments from customers of the Sellers, without limitation, photographs, films, art work, color separations and the likefull benefit of all security for such accounts receivable (the "Accounts Receivables"), recruiting processesas of the Closing Date (Schedule 2.01(g) identifies all Accounts Receivable as of January 31, advertising and promotional materials and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.21997);
(h) to the licensed right extent transferrable to use the "Chicago Care Nurse Staffing" name Buyer, all permits, licenses, bonds, orders, approvals and the associated logo currently other authorizations of any Governmental Authority owned, held or used by Seller for the longer of (i) two (2) years Sellers in connection with the Acquired Assets or (ii) the termination of Business, and all of the Members' employment with Buyer; andpending applications therefor and pending renewals thereof;
(i) all goodwill as a operating, mining and reserve data and records of the Sellers, wherever located, and whether or not kept in tangible, electronic or other format, including all engineering, reserve, geological, mining, core hole, lithologic, washability, feasibility and similar data, surveys, maps, drawings, measurements, reports, plans, analyses, customer lists and records, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, copies of financial and accounting records, correspondence and other similar documents and records;
(j) all of the intangible and intellectual property of the Sellers, including all software, products, trade secrets, know-how processes, methods, plans, research data, marketing plans and strategies, forecasts, trademarks, service marks, trade names, patents and patent rights, logos and copyrights identified on Schedule 2.01(j);
(k) all claims of the Sellers against third parties relating to the Acquired Assets, whether choaxx xx inchoate, known or unknown, contingent or otherwise, identified on Schedule 2.01(k);
(l) all insurance claims (including applicable deductibles, copayments or self-insured requirements) arising in connection with damage to the Acquired Assets occurring prior to the Closing Date, to the extent not expended for the repair or restoration of the Acquired Assets;
(m) all cash and cash equivalents of the Sellers, and all of the bank accounts used by the Sellers for the Business identified on Schedule 2.01(m); and
(n) the going concern value and goodwill of Seller, all goodwill associated with the items in clauses (d) Sellers and (h) above and all other intangible property of Seller, free and clear of all Liensthe Business.
Appears in 1 contract
ASSETS TO BE ACQUIRED. (a) Upon the terms and subject to the conditions of this Agreementhereinafter set forth, Seller will shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer will purchase shall purchase, acquire and assume accept from SellerSeller (the "ACQUISITION"), at free and clear of all Liens (as defined in Section 1.1(b) below), all right, title and interest of Seller in, to and under all of the Closingassets, the assets properties, rights, contracts, claims, operations and business of Seller (collectively, the "ASSETS") (but excluding the Excluded Assets", as defined in Section 1.2 below), wherever located and whether or not carried or reflected appearing on the books and records of Seller, including, without limitation limitation, the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreementfollowing:
(ai) all prepaymentsof Seller's (A) contracts or license agreements with licensees of movie showtimes data (the "LICENSE AGREEMENTS"), prepaid expenses (B) contracts or license agreements related to obtaining movie showtimes data (the "PROCUREMENT AGREEMENTS"), (C) leases, rental agreements and other contracts and agreements, all interests of which contracts, leases and other agreements referred to in insurance policies this clause (includingi) (collectively, without limitationthe "ASSIGNED CONTRACTS") are listed on SCHEDULE 1.1(A) hereto;
(ii) all of the furniture, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policiessupplies, computers, office equipment, fixtures and other fixed assets owned by Seller (the "FIXED ASSETS");
(biii) all equipment, furniture, fixtures, leasehold improvementseach trademark, trade fixturesname, computers logo, service mark, brand mark, brand name, computer program, domain name, xxtabase, patent, industrial design and related software copyright owned or used by Seller, a list of all registrations thereof and documentationpending applications therefor, inventions, drawings, customer lists, proprietary know-how or information owned or used by Seller and each contract, license or other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights agreement relating thereto (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, CinemaSource" and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed use of such name and any logos or described characters developed by or on Exhibit 1.1(ebehalf of Seller for use in connection with Seller's business) of this Agreement (collectively, the "ContractsINTANGIBLE PROPERTY");
(fiv) all lists and records pertaining to customerstrade accounts receivable of Seller;
(v) all papers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specificationsdatabases, computer programs, disks, software; telephone numbers; , and business records of every kind other books, records, documents and naturematerials owned by Seller (the "BOOKS AND RECORDS");
(gvi) all creative materials assets of Seller (including, without limitation, photographs, films, art work, color separations and the like), recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth than Excluded Assets) as an excluded asset in Exhibit 1.2to which Buyer assumes any liability;
(hvii) the licensed right all rights of Seller under or pursuant to use the "Chicago Care Nurse Staffing" name all warranties, representations and the associated logo currently used guarantees made by Seller for the longer of (i) two (2) years or (ii) the termination of all suppliers, manufacturers and contractors in connection with any of the Members' employment with Buyerforegoing Assets; and
(iviii) all goodwill as a going concern relating to the foregoing Assets.
(b) For the purposes of Sellerthis Agreement, all goodwill associated with the items in clauses (d) and (h) above and all "LIEN" shall mean any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement or other intangible property of Sellerreal estate declaration, free and clear of all Lienscovenant, condition, restriction or servitude, transfer restriction under any shareholder or similar agreement, or encumbrance.
Appears in 1 contract
ASSETS TO BE ACQUIRED. (a) Upon the terms and subject to the conditions of this Agreementhereinafter set forth, Seller will Baseline shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer will purchase shall purchase, acquire and assume accept from Seller, at Baseline (the Closing, the assets of Seller ("AssetsBaseline Acquisition"), wherever located free and clear of all Liens (as defined in Section 1.1(c) below), all right, title and interest of Baseline in, to and under all of its assets, properties, rights, contracts, claims, operations and business (collectively, the "Baseline Assets") (but excluding the Excluded Assets, as defined in Section 1.2 below), whether or not carried or reflected appearing on the books and records of SellerBaseline, including, without limitation the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreement:
(a) all prepayments, prepaid expenses and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant the following:
(i) Subject to insurance policiesSchedule 3.9, all contracts, license agreements, leases, rental agreements and other agreements to which Baseline is a party (collectively, the "Baseline Contracts"), each of which is listed on Schedule 1.1(a) hereto;
(ii) all of the furniture, supplies, computers, office equipment, fixtures and other fixed assets owned by Baseline (the "Fixed Assets");
(biii) all equipmentright, furnituretitle and interest of Baseline in, fixtures, leasehold improvementsto and under each trademark, trade fixturesname, computers logo, service mark, brand mark, brand name, computer program, domain nxxx, databasx, xatent, industrial design and related software copyright owned or used by Baseline, all registrations thereof and documentationpending applications therefor, inventions, drawings, customer lists, proprietary know-how or information owned or used by Baseline and each contract, license or other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights agreement relating thereto (including, without limitation, the Proprietary Rights) name "PKBaseline" and all of SellerBaseline's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed use of such names and any logos or described characters developed by or on Exhibit 1.1(ebehalf of Baseline for use in connection with Baseline's business) of this Agreement (collectively, the "ContractsBaseline Intangible Property");
(fiv) all lists and records pertaining to customerstrade accounts receivable of Baseline;
(v) all papers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specificationsdatabases, computer programs, disks, software; telephone numbers; , and business records of every kind other books, records, documents and naturematerials owned by Baseline (the "Baseline Books and Records");
(gvi) all creative materials assets of Baseline (including, without limitation, photographs, films, art work, color separations and other than Excluded Assets) to the like), recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.2extent Buyer assumes any liability therefor pursuant to Section 1.3;
(hvii) the licensed right all rights of Baseline under or pursuant to use the "Chicago Care Nurse Staffing" name all warranties, representations and the associated logo currently used guarantees made by Seller for the longer of (i) two (2) years or (ii) the termination of all suppliers, manufacturers and contractors in connection with any of the Members' employment with Buyerforegoing Baseline Assets; and
(iviii) all goodwill as a going concern relating to the foregoing Baseline Assets.
(b) Upon the terms and subject to the conditions hereinafter set forth and subject in all respects to the terms of Sellerthe Operation and Management Agreement of even date herewith between the Buyer and PKA, all goodwill associated PKA shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from PKA (the "Film Asset Acquisition" and, together with the items in clauses (d) and (h) above and all other intangible property of SellerBaseline Acquisition, the "Acquisition"), free and clear of all Liens, all right, title and interest of PKA in, to and under all assets, properties, rights, contracts and claims reasonably necessary for the ownership of each of (i) the newsletter Motion Picture Investor;
(ii) the Annual Kagan Film Conference; (iii) the following books: Box Office Champions, International Co-Productions, The Business of Movie Exhibition, The Business of Movie Production, and The Box Office Report; (iv) the complete database of information on individual feature films collected, compiled, maintained and stored in computerized format by PKA since 1984, which includes information on approximately 4,953 individual feature films; and (v) PKA's compilations of data known as Kagan Revenue and Cost Estimates and KBOX (collectively, the "Film Assets") (but excluding the Excluded Assets) as they are currently published, distributed and produced, whether or not appearing on the books of PKA, including, without limitation, the following:
(i) all contracts, license agreements, leases, rental agreements and other agreements to which PKA is a party and which relate exclusively to the Film Assets (collectively, the "Film Asset Assigned Contracts" and, together with the Baseline Contracts and the CEG Contracts, the "Assigned Contracts"), each of which is listed on Schedule 1.1(b) hereto;
(ii) all right, title and interest of PKA in, to and under each trademark, trade name, logo, service mark, brand mark, brand name, computer program, domain nxxx, databasx, xatent, industrial design and copyright owned or used by PKA exclusively in connection with the Film Assets, all registrations thereof and pending applications therefor, inventions, drawings, customer lists, proprietary know-how or information owned or used by PKA exclusively in connection with the Film Assets and each contract, license or other agreement relating exclusively thereto (including, without limitation, the names of each of the Film Assets and all of PKA's rights relating to the use of such names and any logos or characters developed by or on behalf of PKA exclusively for use in connection with the business of the Film Assets) (collectively, the "Film Asset Intangible Property" and, together with the Baseline Intangible Property and the CEG Intangible Property, the "Intangible Property");
(iii) all trade accounts receivable of PKA related exclusively to the Film Assets;
(iv) all papers, databases, computer programs, disks, software, and other books, records, documents and materials related exclusively to the Film Assets (the "Film Asset Books and Records" and, together with the Baseline Books and Records, the "Books and Records");
(v) all rights of PKA under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors related exclusively to the foregoing Film Assets; and
(vi) all goodwill relating exclusively to the foregoing Film Assets.
(c) Upon the terms and subject to the conditions hereinafter set forth, Paul Kagan shall sell, assign, transfer, convey and deliver to Buyex, xxx Xxxer shall purchase, acquire and accept from Paul Kagan, free and clear of all Liens, 100% of the membership intxxxxxx xx CEG (the "CEG Equity" and, together with the Baseline Assets and the Film Assets, the "Assets"). The transfer of the CEG Equity to Buyer shall include a transfer of all right, title and interest of CEG in, to and under all of its assets, including, without limitation:
(i) subject to Schedule 3.9, all agreements listed on Schedule 1.1(a) hereto to which CEG is a party (the "CEG Contracts);
(ii) all of the furniture, supplies, computers, office equipment, fixtures and other fixed assets owned by CEG; and
(iii) all right, title and interest of CEG in, to and under each trademark, trade name, logo, service mark, brand mark, brand name, computer program, domain nxxx, databasx, xatent, industrial design and copyright owned or used by CEG, all registrations thereof and pending applications therefor, inventions, drawings, customer lists, proprietary know-how or information owned or used by CEG and each contract, license or other agreement relating thereto (including, without limitation, the name "FilmPix" and all of CEG's rights relating to the use of such name and any logos or characters developed by or on behalf of CEG for use in connection with CEG's business) (collectively, the "CEG Intangible Property").
(d) For the purposes of this Agreement, "Lien" shall mean any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement or other real estate declaration, covenant, condition, restriction or servitude, transfer restriction under any shareholder or similar agreement, or encumbrance.
Appears in 1 contract
ASSETS TO BE ACQUIRED. Upon (a) The FCC Licenses and all licenses, permits or authorizations, if any, issued by the terms Federal Aviation Administration (the "FAA"), any other regulatory agency, or any Federal, state or local governmental --- authority in connection with the ownership and subject operation of the Station, as set forth in Schedule 1.1(a) hereto (collectively, the "Authorizations"); --------------- --------------
(b) All of Seller's right, title and interest in and to the conditions Station's transmitters, antenna towers, antenna systems, fixtures, equipment, machinery, tools, inventories of supplies, blank video stock, spare parts, automobiles, and other vehicles, furniture, computers, telephone systems, office equipment, and any other tangible assets or personal property, which are owned or leased by Seller and used in or relating to the operation of the Station, the material items of which are set forth in Schedule 1.1(b) hereto (collectively, the "Tangible Personal --------------- ----------------- Property"), plus such additions thereto and minus such deletions therefrom as -------- are permitted by the provisions of this Agreement;
(c) All right, title and interest of Seller will sellin and to (i) the leases, transfercontracts, convey, assign and deliver to Buyeragreements, and Buyer will purchase commitments listed on Schedule 1.1(c) hereto --------------- (including leases under which Seller is lessor of tower space, all rights to deposits under leases or held by utilities or others, and assume from Sellercash held by Seller as deposits under leases under which Seller is the lessor) and any renewals or extensions thereof, at and (ii) all other leases, contracts, agreements, and commitments which are entered into by Seller in accordance with the Closingprovisions of this Agreement between the date hereof and the Closing Date, but excluding any leases, contracts, agreements, and commitments that terminate between the date hereof and Closing (collectively, the assets of Seller ("AssetsAssumed Contracts"). For purposes of ----------------- this Agreement, wherever located the term "Material Contracts" shall refer to those Assumed ------------------ Contracts designated as "Material Contracts" in Schedule 1.1(c) hereto; ---------------
(d) Seller's right, title and whether interest in and to all call letters including "KXTX" used or not carried held for use in the operation of the Station or reflected with respect to the Assets and all trade names, trademarks, service marks, Internet domain names, copyrights (including copyrights in software and databases), trade secrets and patents (registered or unregistered, and including applications therefor) including those listed and described in Schedule 1.1(d) --------------- hereto, together with the goodwill associated therewith, and any logograms, jingles, and other intangible personal property associated therewith used, or held for use, in connection with the operation of the Station or the other Assets and all license agreements pursuant to which Seller licenses any of such intellectual property to or from third parties, including those listed on Schedule 1.1(d) hereto; ---------------
(f) Those portions of the books books, files, and records specifically relating to the Assets, the Station, and the business or operation of Sellerthe Station, includingincluding proprietary information, know-how, schematics, technical information and engineering data machinery and equipment warranties, maps, computer discs and tapes, software, databases, rights to use telephone numbers, drawings, blueprints, plans, and processes developed or acquired by Seller and used or intended for use in connection with the Station or the Assets, employment records relating to the Transferred Employees (as defined in Section ------- 5.11) (to the extent permitted by law), correspondence, copies of the Assumed ---- Contracts, and the FCC required logs, files, and records including without limitation limitation, the following assets Station's public inspection file, but not including the excluded assets as (i) those books, files, and records set forth in Section 1.2 of this Agreement:
(a) all prepayments, prepaid expenses and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policies);
(b) all equipment, furniture, fixtures, leasehold improvements, trade fixtures, computers and related software and documentationbelow, and other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, whether oral or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed or described on Exhibit 1.1(e) of this Agreement (collectively, the "Contracts");
(f) all lists and records pertaining to customers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software; telephone numbers; and business records of every kind and nature;
(g) all creative materials (including, without limitation, photographs, films, art work, color separations and the like), recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.2;
(h) the licensed right to use the "Chicago Care Nurse Staffing" name and the associated logo currently used by Seller for the longer of (i) two (2) years or (ii) any corporate ----------- or accounting books or records of Seller which do not relate to the termination of all operation of the Members' employment with Buyer; and
(i) all goodwill as a going concern of Station and the Assets, or which relate to Seller, all goodwill associated with the items in clauses (d) and (h) above and all other intangible property of Seller, free and clear of all Liens's past or current income tax liabilities.
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ASSETS TO BE ACQUIRED. Upon At the terms and subject to the conditions of this AgreementClosing, Seller will shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, free and clear of any Liens, and Buyer will purchase shall purchase, acquire, accept and assume from pay for, all of Seller's right, at title and interest in and to all of the Closingproperties, assets and other rights (excluding the Excluded Assets), personal or mixed, tangible or intangible, owned or leased by or licensed to Seller on the Closing Date (collectively, the assets of Seller ("Assets"), wherever located and whether or not carried or reflected on the books and records of Seller, including, without limitation the following assets including but not including necessarily limited to the excluded assets as Assets set forth in Section 1.2 of this Agreementon Schedule 1.01. The Assets shall include the following:
(a) all prepaymentsAll Seller's fixed assets, prepaid expenses furniture, equipment, fixtures, and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policies)software;
(b) all equipmentAll contracts, furniture, fixtures, leasehold improvements, trade fixtures, computers and related software and documentation, and other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rights) and all of Seller's other intangible property, except the trade name and logo "Chicago Care Nurse Staffing";
(e) all rights under contractscontract rights, agreements, licenses, leases (commitments or other arrangements for both real and personal property), and other legally binding arrangements, whether oral which Seller receives any benefit or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business listed or described on Exhibit 1.1(e) of this Agreement which Seller is a party (collectively, the "Contracts");
(c) All client lists, client files, computer files and records of Seller, including lists and electronic databases of Seller's temporary employees;
(d) To the extent transferable under applicable law, all Seller's franchises, approvals, permits, licenses, orders, registrations, certificates and variances;
(e) All Proprietary Rights (as defined in Section 3.08 below);
(f) all lists and records pertaining to customers, employees, suppliers, distributors, personnel and agents Any and all other books, ledgers, files, documents, pricing schedules, non-compete agreements between Seller and any employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software; telephone numbers; and business records or agent of every kind and natureSeller acting on behalf of Seller;
(g) all creative materials (includingAll telephone, without limitation, photographs, films, art work, color separations fax and the like), recruiting processes, advertising e-mail numbers and promotional materials addresses and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.2;listings; and
(h) the licensed right All rights, actions and claims against third parties arising out of or related to use the "Chicago Care Nurse Staffing" name and the associated logo currently used by Seller for the longer of (i) two (2) years or (ii) the termination of all of the Members' employment with Buyer; and
(i) all goodwill as a going concern of Seller, all goodwill associated with the items in clauses (d) and (h) above and all other intangible property of Seller, free and clear of all Liensassets.
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ASSETS TO BE ACQUIRED. Upon Subject to and upon the terms and subject conditions set forth herein, Purchaser hereby agrees to the conditions of this Agreement, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and assume from Seller, at and Seller hereby agrees to sell, transfer and assign to Purchaser all of the Closing, the tangible and intangible assets of Seller ("but excluding the Excluded Assets")) used or held for use in connection with the Business, wherever located and whether or not carried or reflected on the books and records of Seller, including, without limitation the following assets but not including the excluded assets as set forth in Section 1.2 of this Agreement:
(a) all prepayments, prepaid expenses and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policies);
(b) all equipment, furniture, fixtures, leasehold improvements, trade fixtures, computers and related software and documentation, and other tangible personal property;
(c) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(d) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rightsfollowing (collectively, the "Purchased Assets"):
(a) and all of Seller's other intangible propertyvehicles and equipment (excluding refrigeration equipment which is part of the real estate) used or held for use by Seller in connection with the Business as of the Closing (as hereinafter defined), except the trade name including, but not limited to, tools, fork lifts, racks, supplies, computers and logo "Chicago Care Nurse Staffing";computer equipment, furniture and fixtures and those items listed on Schedule 1.1
(ea) attached hereto (the "Fixed Assets"); and
(b) all rights of Seller's right, title and interest in, to and under all written or oral contracts, license agreements and all other agreements, licenses, leases (for both real and personal property), commitments and other legally binding arrangements, whether oral instruments to which the Purchased Assets are subject or written, and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating bound or that otherwise pertain to the Business listed or described on Exhibit 1.1(eincluding without limitation the agreements set forth in Schedule 1.1(b) of this Agreement attached hereto (collectively, the "Contracts");; and
(c) all of Seller's interest in, and rights and benefits accruing to Seller under, those certain leases to which Seller is a party and which pertain to the Business as identified on Schedule 1.1(c) attached hereto (collectively, the "Assumed Leases"); and
(d) all of Seller's membership interest in and to AmeriCold Logistics, LLC, a Delaware limited liability company ("AmeriCold Logistics I"), which is wholly owned by Seller; and
(e) all rights and interests of Seller in any trademarks, service marks, copyrights, logos, patents, inventions, processes, franchises, registrations, license agreements, trade secrets, customer lists, trade lists and trade or service names used in the Business, including without limitation those marks and names listed on Schedule 1.1(e) attached hereto (collectively, the "Intellectual Property"); and
(f) all lists of Seller's licenses, consents, permits, variances, certifications and records pertaining approvals of governmental agencies used or held for use in connection with the Business, to customers, employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, pricing schedules, employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, softwarethe extent assignable; telephone numbers; and business records of every kind and nature;and
(g) all creative materials (includingof Seller's right, without limitation, photographs, films, art work, color separations title and interest in and to its telephone numbers and the like)directory advertising for such telephone numbers for each of its facilities and offices, recruiting processes, advertising and promotional materials and all other printed or written materials, not otherwise set forth as an excluded asset in Exhibit 1.2;to the extent assignable; and
(h) all of Seller's right, title and interest in and to its books and records related to the licensed right to use the "Chicago Care Nurse Staffing" name Business and the associated logo currently used by Seller for the longer of (i) two (2) years or (ii) the termination of all of the Members' employment with BuyerPurchased Assets; and
(i) all goodwill as a going concern of Seller's right, title and interest in and to its computer software and licenses therefor and any proprietary technology and processes;
(j) all goodwill associated with of Seller's right, title and interest in and to any voting securities of any corporation or other entity; and
(k) all of Seller's right, title and interest in and to all of the items in clauses (d) and (h) above cash, accounts receivable, other rights to receive payment from customers of the Business and all other intangible property current assets relating to the Business (other than rents receivable under Master Lease I); and
(l) all of Seller's right, free title and clear of interest in and to all Liensother tangible and intangible personal property used or held for use in connection with the Business.
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