Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall contribute, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall receive, purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the assets of Seller, including the following (but excluding the Excluded Assets) (collectively, the “Assets”):
(a) all Contracts to which Seller is a party and all indemnities owed to Seller thereunder, other than any Excluded Contracts (the “Assumed Contracts”);
(b) all of Seller’s machinery, equipment, hardware, furnishings, fixtures, leasehold improvements (excluding, for the avoidance of doubt, the leasehold improvements and fixtures owned by any landlord and/or sublandlord of Seller), vehicles, parts, supplies, and other tangible property, together with any express or implied warranty of the manufacturers or sellers of any item or component thereof;
(c) all Leases (written or oral) of Seller, other than Excluded Contracts;
(d) all raw materials, work-in-process, finished goods, inventories, supplies, purchased parts, and other tangible property of Seller of any kind whatsoever, including, without limitation, all such property of Seller of any kind located in any building, office, warehouse or other space leased, owned or occupied by Seller;
(e) all security deposits, customer deposits, prepayments, prepaid expenses, claims, refunds and deferred items, to the extent assignable under applicable Legal Requirements;
(f) all Cash (including all xxxxx cash and cash on hand) and accounts, notes and other receivables of Seller, and all deposit, bank, demand, time, savings, passbook and similar accounts maintained by Seller with a bank, brokerage, investment company, financial institution, depositary institution or similar entity, but only to the extent such Cash is reflected in the Final Closing Cash and receivables are reflected in the Final Working Capital;
(g) the right to xxxx and receive payment for products shipped or sold but unbilled or unpaid as of the Closing;
(h) the right to receive and retain mail, email, and other communications (except as they relate solely to Excluded Assets or Retained Liabilities), and all telephone numbers, facsimile numbers, domain names, websites, social media lists and accounts (including, without limitation, Facebook and Twitter) and email addresses of Seller;
(i) all lists, b...
Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Date (as defined below), Sellers shall contribute, convey, assign, transfer and deliver to Buyer, and Buyer shall acquire from Sellers, free and clear of any liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims and other matters affecting title thereto, except for Permitted Encumbrances (as defined below), all of Sellers’ right, title and interest in and to all of Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):
A. The Property as further described in Schedule 1.1A and the Hotel improvements located thereon;
B. To the extent assignable, all of Sellers’ rights, title and interest in the Hilton license agreement relating to the Hotel;
C. All of the personal property and equipment owned by Sellers and located in or at the Hotel and used in connection therewith, including but not limited to, cleaning equipment, furniture, fixtures, carpets, rugs, draperies, mechanical and electrical equipment, office equipment, china, glassware, silver, cooking utensils, flatware, linens, and uniforms (collectively, the “Personal Property”);
D. To the extent owned by Sellers and relating to or located on or in the Hotel and transferable by Sellers, the telephone number for the Hotel, the Hotel directory listings, surveys, plans and specifications, licenses and permits, contractor and maintenance files, service manuals, notices of compliance with state and federal and all governmental agencies and regulations, estoppel certificates or affidavits, and guaranties and warranties as to Personal Property which pertain to the Hotel or are used in connection therewith;
E. All inventory located on the premises of the Hotel or on the Property as of Closing, including without limitation merchandise held for sale and reserve stocks of operating supplies on hand at Closing (“the Inventory”); and
F. To the extent assignable by Sellers, all leases, lease-purchase agreements, warranties, management agreements, licenses, contracts and purchase agreements (the “Operating Agreements”) relating to the maintenance, use or occupancy of the Hotel. The assets and property described in paragraphs A through F (the “Assets”) shall be transferred by Sellers to the Buyer free and clear of all liens, claim...
Assets to be Contributed. Subject to the terms and conditions of this Agreement, effective as of the Effective Time (as defined below), the Contributor hereby conveys, transfers, assigns and contributes to the Company, its successor and assigns forever, free and clear of any liens, all of the Contributor’s right, title and interest in and to only certain of the properties and assets of the Contributor, being the following (collectively, the “Assets”):
(a) certain fixed assets, equipment, furniture and other items of tangible personal property of the Contributor, as more particularly set out in Schedule “B” attached hereto; and
(b) certain loans and advances of the Contributor and all correspondence with respect thereto (collectively, the “Loans and Advances”), as more particularly set out in Schedule “C” attached hereto.
Assets to be Contributed. Subject to and in reliance upon the terms, provisions and conditions of this Agreement, each of Melaxxx xxx Smitx xxxll contribute to and the Company shall acquire, at the Closing (as defined in Section 1.2 hereof) the following assets:
(i) Melaxxx xxxll contribute all of the issued and outstanding shares of capital stock of Partners Dental Corporation, a Delaware corporation, that are owned by Melaxxx, xxich consists of 500 shares of common stock, par value $.01 per share (all such shares shall hereinafter be referred to collectively as the "Melaxxx Xxxtners Dental Stock") constituting fifty percent (50%) of all of the issued and outstanding shares of capital stock of Partners Dental Corporation;
(ii) Smitx xxxll contribute all of the issued and outstanding shares of capital stock of Partners Dental Corporation, a Delaware corporation, that are owned by Smitx, xxich consists of 500 shares of common stock, par value $.01 per share (all such shares shall hereinafter be referred to collectively as the "Smitx Xxxtners Dental Stock") constituting fifty percent (50%) of all of the issued and outstanding shares of capital stock of Partners Dental Corporation;
(iii) Melaxxx xxxll contribute one-hundred percent (100%) of the issued and outstanding shares of capital stock of Oral Health Concepts, Inc., a Texas corporation, which consists of 1,000 shares of common stock, no par value per share (all such shares shall hereinafter be referred to collectively as the "Oral Health Stock");
(iv) Smitx xxxll contribute a one percent (1%) limited partnership interest in Monarch Dental Associates-Mesquite, L.P., a Texas limited partnership (the "Smitx Xxxquite L.P. Interest"); and
(v) Melaxxx xxxll contribute all of his interest in certain trademarks set forth on Schedule 1.1(a)(v) (the "Trademarks"). The Melaxxx Xxxtners Dental Stock, the Smitx Xxxtners Dental Stock, the Oral Health Stock, the Smitx Xxxquite L.P. Interest and the Trademarks are hereinafter sometimes referred to collectively as the "Subject Assets."
Assets to be Contributed
