Assets to be Conveyed. On the terms and subject to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers shall convey, transfer, assign, sell and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all right, title and interest in and to those certain assets of Sellers currently used by Sellers in the normal, ordinary course of the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow) including, but not limited to, all of the following assets, properties and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):
(a) All Inventory, Pleasant Grove Store Inventory and the Card Inventory, as determined in accordance with the terms and conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c), 201(d) and 2.02(a) hereof), including any miscellaneous office supplies, packing and maintenance materials and other similar items of Sellers on the Premises relating to the Businesses;
(b) All (i) finished goods or services for which payment has been made but which are not in inventory on the Premises, or otherwise tendered to the Businesses, to the extent such service or goods will be utilized by the Businesses after the Closing Date (the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer Deposits").
(c) Except as expressly reserved to Sellers in Section 1.02, all of the Sellers' right, title and interest in and to all leases for realty or personalty, including the real property leases for each of the Premises, subleases, licenses, permits, and easements (and rights-of-way and all permits, approvals or qualifications relating to such property issued to Sellers by a governmental authority) relating to the Businesses. Schedule 1.01(c) attached hereto contains a list of all leases for realty utilized by the Sellers in the operation of the Businesses at the Premises.
(d) All of the right, title and interest in and to the Businesses conducted by Sellers and the business records together with copies of all books, records, accounts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques and procedures, intellectual property rights, computer programs, software (together with the licenses for such software), data b...
Assets to be Conveyed. On the Closing Date at the Closing Place, subject to the terms and conditions set forth herein, Seller will sell, assign, convey, transfer and deliver (i) to LBI Sub, the FCC Licenses, and (ii) to LBI, all (except the Excluded Assets) of Seller’s right, title and interest in and to the businesses of the Stations, the Permits (other than the FCC Licenses) and the assets, Real Property, and rights of every kind and nature, whether tangible or intangible, absolute or contingent, wherever located, used or held for use principally in connection with the operation of the Stations (which, together with the FCC Licenses are collectively referred to as the “Purchased Assets”), and LBI Sub and LBI shall purchase, acquire, accept and pay for the Purchased Assets and assume the Assumed Liabilities. Such sale, assignment, conveyance, transfer and delivery is to be made by instruments of conveyance in form reasonably satisfactory to Buyer and is to be free and clear of all Encumbrances, except for Permitted Liens. The Purchased Assets include the following:
2.1.1 All of Seller’s right, title and interest in all tangible personal property, furniture, fixtures, improvements and office equipment and any other equipment owned by the Seller and used or held for use principally in the operation of the Stations, including as listed on Schedule V, including such items as (i) furniture and inventory in the Transmitter Buildings, (ii) transmitter facilities, (iii) transmission lines, (iv) the Towers, (v) main and back-up transmitters, generators and antennas, (vi) studio transmitter links, (vii) data links for transmitter telemetry, (viii) wireless microphone and other broadcasting equipment (including remote broadcast equipment), (ix) station vehicles, (x) audio-processing equipment, (xi) computers and related hardware and equipment and (xii) other equipment and tangible personal property used or held for use principally at the Transmitter Sites, at the studio spaces leased pursuant to the Primary Studio Lease or the Auxiliary Studio Lease, together with any replacements thereof or additions thereto made between the Execution Date and the Closing Date, less any retirements made in the ordinary and usual course of the Stations’ businesses (collectively, together with all tangible personal property described in Section 2.1.7, the “Tangible Personal Property”);
2.1.2 All of Seller’s right, title and interest in the transmitter facilities located at the Transmitter Sites to the exte...
Assets to be Conveyed. Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser at Closing (as hereinafter defined), and Purchaser agrees to purchase and accept the assignment, transfer, conveyance and delivery from Seller at Closing of, all of the following assets used or located in or held for use in connection with the Restaurants operated by Seller (collectively, the "Purchased Assets") free and clear of all mortgages, liens, security interests, encumbrances, restrictions on transfer, rights of first refusal, pre-emptive rights, equities, claims, pledges, priorities, hypothecation, charges, liabilities and other obligations of whatever kind and character (collectively referred to herein as "Liens"), except for such Liens as are specifically permitted as provided herein:
Assets to be Conveyed. On the Closing Date (as defined below), subject to and in reliance upon the covenants, representations, warranties and agreements set forth herein, and subject to the terms and conditions contained herein, Seller shall sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Seller, all of the assets used or held for use in the operation of the Stations, other than Excluded Assets (as defined below), including without limitation, the following (collectively, the "Assets"):
Assets to be Conveyed. Subject to and in reliance upon the representations, warranties, covenants, conditions and agreements herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Assets specified in schedule 1.1, including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): (a) the tangible personal property of Seller used in connection with the Assets, including but not limited to software, hardware, personal computers, machinery, equipment, tools, furniture, furnishings, fixtures, goods, and other tangible personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing “Tangible Personal Property”); (b) all rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets, whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, restrictive covenants and the Material Commitments, which are listed on Schedule 4.6 (collectively, the “Contracts”); (c) all of Seller’s: patents, trademarks, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing data, computer software, licenses, databases, products, data and documentation and other proprietary rights used in or for the Assets and any tangible media relating to the foregoing compiled on schedule 1.1 (c) (the “Proprietary Rights”), including but not limited to the Proprietary Rights listed on Schedule 4.17 and including all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights;
Assets to be Conveyed. On the Closing Date (as defined below), and subject to the terms and conditions of this Agreement (including, without limitation, the provisions of SECTION 1.08 hereof), KING will sell, assign, convey, transfer, and deliver to NOVAVAX, and NOVAVAX will purchase and accept from KING, the following:
(a) All of KING's right, title, and interest in the United States of America, its territories and possessions (the "Territory"), in and to the tradename set forth on SCHEDULE 1.01(a) attached hereto (the "Tradename"), together with the goodwill of the business symbolized by the Tradename in the Territory;
(b) The know-how set forth on SCHEDULE 1.01(b) attached hereto relating to the production, manufacturing, packaging, release, validation, and stability of the Products for use by NOVAVAX in the Territory (the "Know-How");
(c) Subject to the provisions of SECTION 3.06 hereof, all of KING's right, title, and interest in the Territory in and to the new drug application for the Product set forth on SCHEDULE 1.01(c) attached hereto (the "NDA"), including supplements, records, and reports that are required to be kept under 21 C.F.R. ss. 314.81 (or under any comparable regulation applicable to an abbreviated antibiotic drug application), whether issued or pending together with correspondence to or from the United States Food and Drug Administration (the "FDA") which relates exclusively to the Product; and
(d) The tradedress, if any, associated with the Products in the Territory, excluding any corporate or division name of KING or any of its Affiliates (as defined below), any logo of KING or its Affiliates, and any tradename (other than the Tradename) of KING or any of its Affiliates (the "Tradedress"). All of the assets described in Sections 1.01(a) - (d) are hereinafter sometimes referred to collectively as the "Assets."
Assets to be Conveyed. At the Closing (as hereinafter defined), the Seller shall assign, sell, convey, transfer, and deliver to the Buyer, by good and sufficient instruments, as listed on Exhibit D and in forms acceptable to Buyer and Seller, and the Buyer shall purchase from the Seller the following tangible and intangible assets (the "Assets"):
Assets to be Conveyed. On the terms and subject to the conditions set forth herein, and except as provided in Section 1.2 hereof, on the Closing Date (as defined in Section 1.3 hereof), Seller shall and shall cause its Affiliates, where appropriate, to convey, sell, transfer, assign and deliver to Purchaser free and clear of any Liens of any nature whatsoever, and Purchaser shall and shall cause its Affiliates, where appropriate, to purchase, acquire and accept from Seller and such Affiliates of Seller, all of the tangible assets used exclusively in the operation of the Business as of the Closing Date (whether or not located at the Facility) and the certain intangible assets related thereto (collectively, the “Acquired Assets”), which Acquired Assets include the following:
(a) All inventories of finished goods wherever located and recorded, in the internal accounting records of Seller, as directly owned by Seller, and all raw materials (including raw materials in transit and owned by Seller), work in process, supplies, tooling, dies, jigs, spare parts, replacement and component parts located at the Facility including those set forth on Schedule 1.1(a) which Schedule shall be dated no earlier than sixty (60) days before the date hereof and shall be updated thereafter from time to time by Seller as appropriate (raw materials, inventory and work in process collectively referred to herein as, the “Inventory”); provided, however, that, with respect to any tooling owned by a third party, which tooling is listed on Schedule 1.1(a), possession of such items will be transferred to Purchaser if and only to the extent that Purchaser assumes the contract between Seller and such third party pursuant to Section 1.1(e) or, if no written contract exists, the obligations of Seller with respect to such tooling. To the extent any of the Acquired Assets described in this Section 1.1(a) are located at a site other than the Facility, Purchaser shall be provided a reasonable period after the Closing Date, but not to exceed sixty (60) days, to remove all such Acquired Assets;
(b) All molds, wherever located, and all machinery and equipment located at the Facility including those items listed on Schedule 1.1(b) (“MM&E”); provided, however, that, with respect to items of MM&E owned by a third party, which items are listed on Schedule 1.1(b), possession of such item will be transferred to Purchaser if and only to the extent that Purchaser assumes the contract between Seller and such third party pursuant t...
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), Seller will assign, transfer and deliver to Buyer and Buyer shall purchase from Seller all of Seller's right, title and interest in and to all of the assets described in this Section 2.1 (collectively, the "Assets"):
Assets to be Conveyed. Except for performance of the Business Agreements expressly assumed by Buyer hereunder, Buyer assumes no liabilities or obligations of Seller of any kind whatsoever, whether fixed or contingent and whether known or unknown, in connection with the Business Assets. At Closing, Seller will convey to Buyer title to all of the Assets free and clear of all liens, charges, claims and encumbrances, subject only to the Permitted Exceptions; and Seller will, in accordance with Section 8.2 hereof, indemnity and hold Buyer harmless from any and all such liabilities, liens, charges, claims and encumbrances to which the Assets are or may become subject.
