Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on the Closing Date shall consist of the following: (a) All real property, including all riparian rights attendant thereto, identified in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; and, all easements, hereditaments, rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated with the operation of the CA&O Plant (collectively referred to as the "Equipment") but excluding (x) all engineering stores (hereinafter referred to as "Stores"), (y) Critical Spares and Miscellaneous Raw Materials (as hereinafter defined) and (z) the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement; (c) (i) all certificated vehicles listed in Exhibit 1.2(c) (the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed Catalyst");
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the KQQK Closing Date at the Closing Date shall consist Place, (i) Seller will sell, assign, convey, transfer and deliver to LBI Sub the KQQK FCC Licenses and the Permits, and all applications therefor, together with any renewals, extensions, additions or modifications thereof, and (ii) Seller will sell, assign, convey, transfer and deliver to LBI the business of the following: (a) All real property, including all riparian rights attendant thereto, identified in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; Station KQQK and, all easementsof Seller's right, hereditamentstitle and interest in and to the assets, properties and rights and appurtenances thereto described below (collectivelywhich, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated together with the operation of KQQK FCC Licenses and the CA&O Plant (Permits and applications therefor, are collectively referred to as the "Equipment") but excluding (x) all engineering stores (hereinafter referred to as "StoresPurchased Assets"), (y) Critical Spares such sale, assignment, conveyance, transfer and Miscellaneous Raw Materials (as hereinafter defined) delivery to be made by instruments of conveyance in form reasonably satisfactory to Buyer and (z) to be free and clear of all Encumbrances. The Purchased Assets include the fixtures following:
2.1.1 All tangible personal property, furniture, fixtures, improvements and office equipment and other items which are subject to equipment used in the operation of Station KQQK, including all furniture and inventory in the Transmitter Buildings, the transmitter facilities, all Towers, antennas, main and back-up transmitters and generators, STL's, data links for transmitter telemetry, wireless microphone and other equipment and tangible personal property leases located or otherwise scheduled under this Agreement; intended for use at the Transmitter Sites, listed on Schedule IV, together with any replacements thereof or additions thereto made between the date hereof and the KQQK Closing Date, less any retirements made in the ordinary and usual course of Station KQQK's business (c)
(i) collectively, together with all certificated vehicles listed tangible personal property described in Exhibit 1.2(c) (Section 2.1.4, the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed CatalystTangible Personal Property");
2.1.2 All prepaid expenses made by Seller, advance payments by advertisers to Seller for advertising that would run after the KQQK Closing Date and other advance payments by third parties for services to be provided by or for Station KQQK after the KQQK Closing Date, in each case under the Assumed Contracts;
2.1.3 The Assumed Contracts and all of Seller's rights thereunder relating to periods and events occurring on and after the KQQK Closing Date;
2.1.4 Such files, records and logs pertaining to the operation of Station KQQK as Buyer may reasonably require, including Station KQQK's public inspection files and other records relating to the KQQK FCC Licenses and other filings with the Commission and such sales records and other sales and traffic information that may exist relating to Station KQQK for the two year period prior to the date of this Agreement and copies of all sales orders, invoices, contracts, statements and station logs for such period, but excluding the corporate and accounting records of Seller to the extent not described above (it being understood by the Parties that Seller shall transfer the data pertaining to the operation of the Station KQQK (including without limitation the data resident in Seller's Great Plains and ABC Traffic Software) on the computer systems of Seller to the computer systems of Buyer) (notwithstanding this conveyance, Buyer agrees to allow Seller reasonable access to such records of Station KQQK as Seller may reasonably require from and after the KQQK Closing Date); and
2.1.5 All Intellectual Property.
Appears in 1 contract
Assets to be Conveyed. The Assets Subject to be soldthe terms and conditions of this Agreement, conveyedSeller will, transferredat the closing provided for in Section 1.04 hereof (the "Closing"), assigned sell, convey, assign, lease, transfer or deliver to Purchaser the fixed assets, tangible and delivered to Westlake by BFG intangible, used in or associated with the Stores, free and clear of all liens and encumbrances, except those created on the Closing Date shall consist behalf of the following: Seller, including, but not limited to, the following (the "Assets"):
(a) All the real propertyestate, including all riparian rights attendant thereto, identified building and related improvements used in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; and, all easements, hereditaments, rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated with the operation of the CA&O Plant Store (collectively referred the "Leased Property") which Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in the lease agreement for such Store location (the "Lease Agreement") pursuant to an assignment of such Lease Agreement;
(b) furniture, trade fixtures and equipment owned by Seller and used in the operation of and located at the Store as of the date hereof (the "Equipment");
(c) but excluding subject to the approval of America's Favorite Chicken Company (x) all engineering stores (hereinafter referred to as "StoresAFC"), the assignment of the Franchise Agreement pertaining to the Store;
(yd) Critical Spares Seller's rights, if any, under the contracts, agreements and Miscellaneous Raw Materials commitments of Seller listed in Schedule 1.01(d) hereto relating to the business conducted at the Store, but only to the extent provided in Section 2.05;
(e) the prepaid items, deposits, customary cash "bank" for the Store, and other special items listed on Schedule 1.01(e) hereto; and
(f) all of Seller's inventory of goods and supplies which are useable in the ordinary course of business which are typically characterized as inventory and which are located at the Store as of the Closing Date (as hereinafter defined) and (z) the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles listed defined in Exhibit 1.2(c) (the Section 1.04 below)(the "Rolling StockInventory"); and (ii) all catalyst installed in the operating units ("Installed Catalyst");.
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date shall consist of at the following: Closing Place, Seller will sell, assign, convey, transfer and deliver (ai) All real propertyto LBI Sub, including the FCC Licenses, the Permits and all riparian rights attendant theretoapplications therefor, identified in the metes together with any renewals, extensions, additions or modifications thereof, and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject ii) to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; andLBI, all easements(except the Excluded Assets) of Seller’s right, hereditamentstitle and interest in and to the assets, properties and rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) nature, whether tangible or intangible, absolute or contingent, wherever located on the Real Property, and used or (ii) listed usable in Exhibit 1.2(b) hereto and associated connection with the operation of the CA&O Plant Station (which, together with the FCC Licenses, the Permits and applications therefor, are collectively referred to as the "Equipment") but excluding “Purchased Assets”). 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. The Purchased Assets include the following:
2.1.1 All tangible personal property, furniture, fixtures, improvements and office equipment and any other equipment used or useful in the operation of the Station (x) including without limitation all engineering stores furniture and inventory in the Transmitter Buildings, the transmitter facilities, transmission lines (hereinafter referred to including the “Transmission Line” as "Stores"defined in the Lease), (y) Critical Spares all Towers, antennas, main and Miscellaneous Raw Materials (as hereinafter defined) back-up transmitters, generators and (z) the fixtures antennas, STL’s, data links for transmitter telemetry, wireless microphone and other equipment and tangible personal property located or otherwise intended for use at the Transmitter Sites), all the principal items of which are subject to personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles listed in Exhibit 1.2(c) (on Schedule IV, together with any replacements thereof or additions thereto made between the "Rolling Stock"); date hereof and (ii) all catalyst installed the Closing Date, less any retirements made in the operating units ordinary and usual course of the Station’s business ("Installed Catalyst"collectively, the “Tangible Personal Property”);
2.1.2 The transmitter facilities located at the Transmitter Sites;
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date shall consist of at the following: Closing Place, Seller will sell, assign, convey, transfer and deliver (ai) All real propertyto LBI Sub, including the FCC Licenses and the Permits, and all riparian rights attendant theretoapplications therefor, identified in the metes together with any renewals, extensions, additions or modifications thereof, and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject ii) to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; andLBI, all easements(except the Excluded Assets) of Seller’s right, hereditamentstitle and interest in and to the other assets, properties and rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) nature, whether tangible or intangible, absolute or contingent, wherever located on the Real Property, and used or (ii) listed usable in Exhibit 1.2(b) hereto and associated connection with the operation of the CA&O Plant Station (which, together with the FCC Licenses and the Permits and applications therefor, are collectively referred to as the "Equipment") “Purchased Assets”), such sale, assignment, conveyance, transfer and delivery to be made by instruments of conveyance in form reasonably satisfactory to Buyer and to be free and clear of all Encumbrances (except, with respect to the Licenses, the Permitted Encumbrances). The Purchased Assets include the following:
2.1.1 The tangible personal property, furniture, fixtures, improvements and office equipment, other equipment, the furniture and inventory in the Transmitter Buildings, the 94.3 FM main broadcast studio equipment, the Site Equipment (as defined in the Licenses), the transmitter facilities, all Towers, antennas, main and back-up transmitters and generators, STL’s, data links for transmitter telemetry, wireless microphone and other equipment and tangible personal property, in each case listed on Schedule IV, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of the Station’s business (collectively, the “Tangible Personal Property”);
2.1.2 The transmitter facilities located at the Transmitter Sites;
2.1.3 All prepaid expenses made by Seller, advance payments by advertisers for advertising that would be aired after the Effective Date and other advance payments by third parties for services to be provided by or for the Station after the Effective Date, in each case under the Assumed Contracts;
2.1.4 The Assumed Contracts and all of Seller’s rights thereunder relating to periods and events occurring on and after the Closing Date;
2.1.5 Such files, records and logs pertaining to the operation of the Station as Buyer may reasonably require, including the Station’s public inspection files and other records relating to the FCC Licenses and other filings with the Commission and such sales records and other sales and traffic information that may exist relating to the Station for the two year period prior to the date of this Agreement and copies of all sales orders, invoices, contracts, statements and station logs for such period, but excluding the corporate and accounting records of Seller to the extent not described above (xit being understood by the Parties that Seller shall transfer the data pertaining to the operation of the Station (including without limitation the data resident in Seller’s CBSI software) all engineering stores (hereinafter referred on the computer systems of Seller to the computer systems of Buyer; notwithstanding this conveyance, Buyer agrees to allow Seller reasonable access to such records of the Station as "Stores"), (y) Critical Spares Seller may reasonably require from and Miscellaneous Raw Materials (as hereinafter defined) and (z) after the fixtures and other items which are subject to personal property leases otherwise scheduled under this AgreementClosing Date; (c)and
(i) all certificated vehicles listed in Exhibit 1.2(c) (the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed Catalyst");2.1.6 All Intellectual Property.
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date (as hereinafter defined) Seller shall consist convey, transfer, assign, sell and deliver to Buyer and IP Buyer, and Tyco shall cause Buyer and IP Buyer to acquire, accept and purchase, all of the following: (a) All real propertyassets, including all riparian properties and rights attendant thereto, identified of Seller used or held for use primarily in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures Division (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; and, all easements, hereditaments, rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated with the operation of the CA&O Plant (hereinafter collectively referred to as the "Equipment"“ACQUISITION ASSETS”) including, but excluding not limited to, the following:
(xa) all engineering stores Prepaid items and deposits of the Division;
(b) Accounts receivable, notes and notes receivable arising from the conduct of the Division’s business (the “ACCOUNTS RECEIVABLE”);
(c) Inventories of raw material, work-in-process and finished goods of the Division (collectively, the “INVENTORY”), whether located at the premises of the Division or elsewhere, including, without limitation, inventory of the Division held by third parties on consignment at the locations listed in SCHEDULE 1.1(c) attached hereto;
(d) Office supplies, drums, containers, tote bins and other packaging material, spare parts, safety equipment, maintenance supplies and other similar items of the Division;
(e) Subject to Section 6.9 hereof, real property leases (including, but not limited to, leases relating to the Leased Real Estate (as hereinafter defined)), equipment or other leases, licenses, contracts, agreements, purchases or sales orders or commitments, written or oral (collectively, the “CONTRACTS”), including, without limitation, those set forth on SCHEDULE 1.1.(e);
(f) Motor vehicles and other rolling stock used by the Division, including those which are listed in SCHEDULE 1.1(f) attached hereto;
(g) Machinery, equipment, tooling, dies, tools, furniture, fixtures, cranes and craneways owned or used by the Division on the Closing Date (hereinafter referred to collectively with the motor vehicles and other rolling stock owned or used by Seller as "Stores"the “FIXED ASSETS”), whether or not fully depreciated on the books and records of Seller, including, without limitation, those assets set forth in SCHEDULE 1.1(g) attached hereto;
(yh) Critical Spares Domestic and Miscellaneous Raw Materials foreign patents, patent applications, copyrights, copyright applications, trademarks, trademark applications, service marks, service xxxx applications, trade names (as hereinafter definedincluding without limitation the names “THERMO-PLY,” “BREATHEDRY,” “XXXXXXXXX,” “BARRICADE,” “R-WRAP” and all derivatives and variants thereof) and trade name registrations (zin any such case, whether registered or to be registered in the United States of America or elsewhere) the fixtures and processes, inventions, trade secrets, trade names, computer programs, formulae, know how and other items which are subject to intangible personal property leases otherwise scheduled under (all of the foregoing in this Agreement; (c)Section 1.1(h) being hereinafter referred to collectively as “INTANGIBLE PERSONAL Property”) used or held for use primarily in the Division, including, without limitation, those items set forth in SCHEDULE 1.1(h) attached hereto;
(i) The real property commonly known as the Adrian, Michigan plant, the Xxxxxxxxxxx, Michigan plant and the Jacksonville, Florida facility (the “OWNED REAL ESTATE”) and more particularly described on SCHEDULE 1.1(i) attached hereto, including without limitation all certificated vehicles improvements and fixtures located thereon and all rights and interests appurtenant thereto (such real property, improvements, fixtures and appurtenant rights and interests being hereinafter referred to collectively with the Leased Real Estate as the “REAL PROPERTY”);
(j) All federal, state, local and foreign licenses, permits and other governmental authorizations relating to the Division, including without limitation those listed in Exhibit 1.2(cSCHEDULE 3.8.2;
(k) All goodwill of the Division, customer lists, sales brochures, computer software, books, records and accounts, correspondence, production records, employment records and any confidential information relating to or arising out of the Division, it being understood that Seller will retain duplicate copies of such books, records, accounts and other information as it may deem appropriate for its tax and other ongoing record keeping requirements;
(l) All rights of Seller under express or implied warranties from the "Rolling Stock")suppliers of Seller with respect to the Acquisition Assets; and
(m) computer systems, equipment and (ii) all catalyst installed other assets, properties or rights of Seller used in the operating units ("Installed Catalyst"Division. With respect to the Acquisition Assets listed above, IP Buyer will acquire those Acquisition Assets referred to in Section 1.1(h);.
Appears in 1 contract
Samples: Asset Purchase Agreement (K2 Inc)
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date shall consist 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 following: (a) All real propertyStations, including all riparian rights attendant thereto, identified in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures Permits (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this AgreementFCC Licenses) and improvements located thereon; andthe assets, all easements, hereditaments, rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property rights of every kind and character which is either (i) located on the Real Propertynature, whether tangible or (ii) listed intangible, absolute or contingent, wherever located, used or held for use principally in Exhibit 1.2(b) hereto and associated connection with the operation of the CA&O Plant Stations (which, together with the FCC Licenses are collectively referred to as the "Equipment"“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) but excluding 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) all engineering stores (hereinafter referred to as "Stores")audio-processing equipment, (yxi) Critical Spares computers and Miscellaneous Raw Materials (as hereinafter defined) related hardware and equipment and (zxii) the fixtures other equipment and other items which are subject to tangible personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles listed in Exhibit 1.2(c) (used or held for use principally at the "Rolling Stock"); 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 (ii) all catalyst installed the Closing Date, less any retirements made in the operating units ordinary and usual course of the Stations’ businesses ("Installed Catalyst"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 extent owned by Seller;
2.1.3 Seller’s fee interests in the Owned Real Property;
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the KEYH Closing Date at the Closing Date shall consist Place, (i) Seller will (or will cause Artlite through Seller, as the case may be, to) sell, assign, convey, transfer and deliver to LBI Sub the KEYH FCC Licenses and the Permits, and all applications therefor, together with any renewals, extensions, additions or modifications thereof, and (ii) Seller will sell, assign, convey, transfer and deliver to LBI the business of the following: (a) All real property, including all riparian rights attendant thereto, identified in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; Station KEYH and, all easementsof Seller's right, hereditamentstitle and interest in and to the assets, properties and rights and appurtenances thereto described below (collectivelywhich, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated together with the operation of KEYH FCC Licenses and the CA&O Plant (Permits and applications therefor, are collectively referred to as the "Equipment") but excluding (x) all engineering stores (hereinafter referred to as "StoresPurchased Assets"), (y) Critical Spares such sale, assignment, conveyance, transfer and Miscellaneous Raw Materials (as hereinafter defined) delivery to be made by instruments of conveyance in form reasonably satisfactory to Buyer and (z) to be free and clear of all Encumbrances. The Purchased Assets include the fixtures following:
2.1.1 All tangible personal property, furniture, fixtures, improvements and office equipment and other items which are subject to equipment used or useful in the operation of Station KEYH, including all furniture and inventory in the Transmitter Buildings, the transmitter facilities, all Towers, antennas, main and back-up transmitters and generators, STL's, data links for transmitter telemetry, wireless microphone and other equipment and tangible personal property leases located or otherwise scheduled under this Agreement; intended for use at the Transmitter Sites, listed on Schedule IV, together with any replacements thereof or additions thereto made between the date hereof and the KEYH Closing Date, less any retirements made in the ordinary and usual course of Station KEYH's business (c)
(i) collectively, together with all certificated vehicles listed tangible personal property described in Exhibit 1.2(c) (Sections 2.1.4 and 2.1.6, the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed CatalystTangible Personal Property");
2.1.2 All prepaid expenses made by Seller, advance payments by advertisers to Seller for advertising that would run after the KEYH Closing Date and other advance payments by third parties for services to be provided by or for Station KEYH after the KEYH Closing Date, in each case under the Assumed Contracts;
2.1.3 The Assumed Contracts and all of Seller's rights thereunder relating to periods and events occurring on and after the KEYH Closing Date;
2.1.4 Such files, records and logs pertaining to the operation of Station KEYH as Buyer may reasonably require, including Station KEYH's public inspection files and other records relating to the KEYH FCC Licenses and other filings with the Commission and such sales records and other sales and traffic information that may exist relating to Station KEYH for the two year period prior to the date of the Agreement and copies of all sales orders, invoices, contracts, statements and station logs for such period, but excluding the corporate and accounting records of Seller to the extent not described above (it being understood by the Parties that Seller shall transfer the data pertaining to the operation of the Station KEYH (including without limitation the data resident in Seller's Great Plains and ABC Traffic Software) on the computer systems of Seller to the computer systems of Buyer) (notwithstanding this conveyance, Buyer agrees to allow Seller reasonable access to such records of Station KEYH as Seller may reasonably require from and after the KEYH Closing Date);
Appears in 1 contract
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date (as hereinafter defined) Seller shall consist convey, transfer, assign, sell and deliver to Buyer and IP Buyer, and Tyco shall cause Buyer and IP Buyer to acquire, accept and purchase, all of the following: (a) All real propertyassets, including all riparian properties and rights attendant thereto, identified of Seller used or held for use primarily in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures Division (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; and, all easements, hereditaments, rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) listed in Exhibit 1.2(b) hereto and associated with the operation of the CA&O Plant (hereinafter collectively referred to as the "EquipmentACQUISITION ASSETS") including, but excluding not limited to, the following:
(xa) all engineering stores Prepaid items and deposits of the Division;
(b) Accounts receivable, notes and notes receivable arising from the conduct of the Division's business (the "ACCOUNTS RECEIVABLE");
(c) Inventories of raw material, work-in-process and finished goods of the Division (collectively, the "INVENTORY"), whether located at the premises of the Division or elsewhere, including, without limitation, inventory of the Division held by third parties on consignment at the locations listed in SCHEDULE 1.1(c) attached hereto;
(d) Office supplies, drums, containers, tote bins and other packaging material, spare parts, safety equipment, maintenance supplies and other similar items of the Division;
(e) Subject to Section 6.9 hereof, real property leases (including, but not limited to, leases relating to the Leased Real Estate (as hereinafter defined)), equipment or other leases, licenses, contracts, agreements, purchases or sales orders or commitments, written or oral (collectively, the "CONTRACTS"), including, without limitation, those set forth on SCHEDULE 1.1.(e);
(f) Motor vehicles and other rolling stock used by the Division, including those which are listed in SCHEDULE 1.1(f) attached hereto;
(g) Machinery, equipment, tooling, dies, tools, furniture, fixtures, cranes and craneways owned or used by the Division on the Closing Date (hereinafter referred to collectively with the motor vehicles and other rolling stock owned or used by Seller as the "StoresFIXED ASSETS"), (y) Critical Spares whether or not fully depreciated on the books and Miscellaneous Raw Materials (as hereinafter defined) and (z) the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles listed records of Seller, including, without limitation, those assets set forth in Exhibit 1.2(c) (the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed Catalyst");SCHEDULE 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (K2 Inc)
Assets to be Conveyed. The Assets to be sold, conveyed, transferred, assigned and delivered to Westlake by BFG on On the Closing Date shall consist of at the following: (a) All real propertyClosing Place, including all riparian rights attendant thereto, identified in the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under the terms and conditions of this Agreement, Seller will sell, assign, convey, transfer and deliver (i) to LBI Sub, the FCC Licenses and improvements located thereon; andthe Permits, and all applications therefor, together with any renewals, extensions, additions or modifications thereof, and (ii) to LBI, all easements(except the Excluded Assets) of Seller's right, hereditamentstitle and interest in and to the other assets, properties and rights and appurtenances thereto (collectively, the "Real Property"); (b) all machinery, equipment, tools, accessories, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) nature, whether tangible or intangible, absolute or contingent, wherever located on the Real Property, and used or (ii) listed usable in Exhibit 1.2(b) hereto and associated connection with the operation of the CA&O Plant Stations (which, together with the FCC Licenses and the Permits and applications therefor, are collectively referred to as the "Equipment") but excluding (x) all engineering stores (hereinafter referred to as "StoresPurchased Assets"), such sale, assignment, conveyance, transfer and delivery to be made by instruments of conveyance in form reasonably satisfactory to Buyer and to be free and clear of all Encumbrances except Permitted Encumbrances. The Purchased Assets include the following (y) Critical Spares except for the Excluded Assets):
2.1.1 All tangible personal property, furniture, fixtures, improvements and Miscellaneous Raw Materials (as hereinafter defined) and (z) the fixtures office equipment and other equipment used or useful in the operation of the Stations, including all furniture and inventory in the Transmitter Buildings, the transmitter facilities, all Towers, antennas, main and back-up transmitters and generators, STL's, data links for transmitter telemetry, wireless microphone and other equipment and tangible personal property located or otherwise intended for use at the Transmitter Sites, all the principal items of which are subject to personal property leases otherwise scheduled under this Agreement; listed on Schedule IV, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of either Station's business (c)
(i) all certificated vehicles listed in Exhibit 1.2(c) (collectively, the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed CatalystTangible Personal Property");
2.1.2 The transmitter facilities located at the Transmitter Sites;
Appears in 1 contract
Assets to be Conveyed. The Assets Upon the terms and subject to be soldthe conditions of this Agreement and in reliance upon the representations, conveyedwarranties and agreements herein after set forth, transferredSellers shall convey, assigned transfer, assign, sell and delivered deliver to Westlake by BFG Buyer, and Buyer shall acquire, accept and purchase at the Closing, (A) subject to the exclusions in Section 2.2 below, all assets, properties, rights, interests, licenses, permits, contracts, causes of action and claims whatsoever, wherever located, whether tangible or intangible, real, personal or mixed, whether or not reflected on the Closing Date shall consist books and records of any of the following: Sellers, as the same shall exist as of the Effective Time (acollectively, "Assets"), which are utilized primarily in the Business, and (B) All real property, including all riparian rights attendant thereto, of the tangible Assets located at any Company Truckstop or at the Distribution Center (all of the Assets identified in the metes foregoing clauses (A) and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (B) (other than the fixtures Excluded Assets) being collectively referred to as the "Purchased Assets"), including, without limitation, and except as otherwise specified in Section 2.2 below, all right, title and interest of any Seller in, to and under:
(i) all real property and leases (whether capitalized or operating) of, and other items which are subject to personal interests in, real property listed in Section 4.9(c) of the Disclosure Schedule and all other real property and leases otherwise scheduled under this Agreement(whether capitalized or operating) of, and any other interests in real property of any Seller primarily held or primarily used in the Business, in each case together with all of Sellers' interest in all buildings, fixtures, signage and improvements located thereon; and, all easements, hereditaments, rights erected thereon and appurtenances thereto and all of Sellers' rights, if any, to real property adjacent or appurtenant thereto;
(collectively, the "Real Property"); (bii) all machinery, equipment, toolsfurniture, accessories, reactors, material handling office equipment, all the river docking and wharf facilities, testing communications equipment, non-certificated computer hardware which is primarily used in the Business (including, without limitation, computer hardware utilized in connection with management information systems), vehicles (including automobiles), storage tanks, spare and replacement parts and other transportation equipmenttangible property (and interests in any of the foregoing) of Sellers held or used in the Business (including, including barges without limitation, the 12th floor computer hardware and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either (i) located on the Real Property, or (ii) items listed in Exhibit 1.2(bSchedule 2.1(ii) hereto and associated with the operation of the CA&O Plant Disclosure Schedule) (collectively referred to as collectively, the "Equipment") but excluding );
(xiii) all engineering items of inventory primarily relating to the Business notwithstanding how classified in Sellers' financial records, including all hydrocarbon inventories for use or sale (including gasoline, diesel fuel, motor oil, automobile transmission fluid, anti freeze, and motor oil and fuel additives) and all non-hydrocarbon inventories of food, beverages, tires, batteries and accessories and other merchandise owned by Sellers, including, without limitation, all raw materials, work-in-process, finished goods, supplies, spare parts, samples and stores whether at the Real Properties, including the Distribution Center, or in transit to any Real Property (collectively, "Inven tory");
(iv) subject to Section 2.4, all Scheduled Contracts (other than Employment Agreements and Employee Plans and Benefit Arrangements as described in Section 2.2(vii) and (viii)) and, only to the extent primarily relating to the Business, all other con tracts, agreements, options, leases, licenses, sales and purchase orders, commitments and other instruments of any kind, whether written or oral, and to which any Seller is a party or beneficiary on the Closing Date or by which any of the Purchased Assets are then bound (all of the foregoing to be assigned to Buyer pursuant hereto or the benefits and burdens under which are to be provided to Buyer pursuant to Section 2.4 hereof are hereinafter referred to collectively as "Stores"), (y) Critical Spares and Miscellaneous Raw Materials (as hereinafter defined) and (z) the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles listed in Exhibit 1.2(c) (the "Rolling StockContracts" and individually as a "); and (ii) all catalyst installed in the operating units ("Installed CatalystContract");
Appears in 1 contract
Assets to be Conveyed. The Assets On the terms and subject to be soldthe conditions set forth herein, conveyedand except as provided in Section 1.2 hereof, transferred, assigned and delivered to Westlake by BFG on the Closing Date (as defined in Section 1.3 hereof), (i) each of Amcast and Elkhart Products shall consist convey, sell, transfer, assign and deliver to U.S. Purchaser free and clear of all Liens (other than Permitted Liens) and U.S. Purchaser shall purchase, acquire and accept from each of Amcast and Elkhart Products, the following assets owned by each of Amcast and Elkhart Products as of the following: Closing Date and (ii) Amcast Canada shall convey, sell, transfer, assign and deliver to Canadian Purchaser, free and clear of all Liens (other than Permitted Liens) and Canadian Purchaser shall purchase, acquire and accept from Amcast Canada, the following assets owned by Amcast Canada as of the Closing Date (all of such assets listed in Section 1.1(a) through 1.1(r) being referred to as the "Acquired Assets"):
(a) All real propertyinventories of raw materials, including all riparian rights attendant theretowork in process, identified semi-finished goods, finished goods, goods in transit, spare parts and replacement and component parts located or manufactured at the metes and bounds legal description and survey attached hereto as Exhibit 1.2(a); all buildings, structures, fixtures (other than the fixtures and other items which are subject to personal property leases otherwise scheduled under this Agreement) and improvements located thereon; and, all easements, hereditaments, rights and appurtenances thereto Facilities (collectively, the "Real PropertyInventory"); ;
(b) all office and other supplies, containers and other packaging materials, safety equipment, maintenance supplies and other similar items located at the Facilities or used by any Seller primarily in the operation of the Business (collectively, the "Supplies");
(c) all machinery, parts, toolings, dies, jigs, molds, supplies, office, laboratory and testing, safety and other equipment, computers, tools, accessoriesfurniture, reactors, material handling equipment, all the river docking and wharf facilities, testing equipment, non-certificated vehicles and other transportation equipment, including barges and railcars, maintenance and janitorial equipment; computer and data processing equipment and software, office machines, furniture and fixtures and all other tangible personal property of every kind and character which is either located at the Facilities or used primarily in the Business other than Supplies (i) located on the Real Propertycollectively, or (ii) listed in Exhibit 1.2(b) hereto and associated with the operation of the CA&O Plant (collectively referred to as the "Equipment") but excluding );
(x) all engineering stores (hereinafter referred to as "Stores"), (y) Critical Spares and Miscellaneous Raw Materials (as hereinafter defined) and (zd) the fixtures prepaid items, credits, deposits, advance payments, deferred charges, refunds, rebates, rights to payment and other items which are subject to personal property leases otherwise scheduled under this Agreement; (c)
(i) all certificated vehicles similar assets listed in Exhibit 1.2(c) (the "Rolling Stock"); and (ii) all catalyst installed in the operating units ("Installed Catalyst");on Schedule 1.1
Appears in 1 contract
