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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions contained herein set forth in this Agreement and in the Bill xx Sale Xxxx of Sale, Assignment and Assumption Agreement substantially in the form of Exhibit B attached hereto in substantial form as Exhibit 1.01(the “Xxxx of Sale”), on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers herein), Seller shall convey, transfer, assign, sell and deliver to Purchaser, free and clear of any Liens (as defined in Section 5.7 hereof), 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 Seller 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(cherein), 201(d) and 2.02(a) hereof), including together with any miscellaneous office supplies, packing and maintenance materials and other similar items of Sellers Seller on the Premises or placed in storage by Seller relating to or used by Seller in the Businesses;conduct of the Business, including, but not limited to, those items set forth on Schedule 1.1(a); provided, however, that the foregoing shall not include any Excluded Inventory (as defined herein).
(b) All (i) finished goods or services relating to any of the Premises for which payment has been made but which are not in inventory on the PremisesInventory, or otherwise tendered to the BusinessesBusiness, to the extent such service goods or goods will services are intended to be utilized by Seller in the Businesses after conduct of the Closing Date Business, as set forth on Schedule 1.1(b)(i) (the "“Prepaid Items"”) and (ii) deposits made by customers of the Business for products ordered but not delivered before the Closing Date as set forth on Schedule 1.1(b)(ii) (the "“Customer Deposits"”).
(c) Except as expressly reserved to Sellers in Section 1.02, all of the Sellers' Seller’s right, title and interest in and to all leases for realty or personalty, including the real property leases for each of with respect to the Premises, including, but not limited to, all subleases, licensessubordination, permitsnon-disturbance and attornment agreements and other agreements and instruments affecting rights in the Premises (collectively, the “Leases”), and easements (and rights-of-way and all permits, approvals or qualifications relating exclusively to such property issued to Sellers by a governmental authorityproperty) relating exclusively to the BusinessesBusiness. Schedule 1.01(c1.1(c) attached hereto contains a list of (i) all Leases, together with the location of, and the contracts or leases for realty concerning, the storage facilities utilized exclusively by the Sellers Seller in the operation of the Businesses at the PremisesBusiness and (ii) any deposits paid by Seller thereunder.
(d) All Subject to Section 2.4(b), all equipment, furnishings, fixtures and improvements located upon or attached or used exclusively in connection with the operation of the rightBusiness and all other items of tangible personal property owned by Seller and used exclusively in the conduct of the Business (the “Fixed Assets”), title and interest including those set forth on Schedule 1.1(d) attached hereto, provided that “Fixed Assets” shall not include any registers, computers systems, vehicles or signs.
(e) The Lease deposits in and the aggregate amount of $38,571.44, less the amount of any such Lease deposit that is represented by a letter of credit on the Closing Date, which aggregate amount, as so reduced, shall be added to the Businesses conducted by Sellers and Purchase Price (as defined herein).
(f) The contracts of Seller set forth on Schedule 1.1(f) attached hereto (collectively, 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“Assigned Contracts”), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions contained herein and set forth in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01this Agreement, on the Closing Date (as that term is defined in Section 3.01 hereofhereinafter defined) Sellers the Seller shall convey, transfer, assign, sell and deliver to PurchaserBuyer, and Purchaser Buyer 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 Seller (a) hereinafter collectively referred to (h) below (hereinafter, collectively, as the "Assets"):
(a) All merchandise inventories ("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)property and equipment, including any miscellaneous office suppliesall computer equipment, packing furniture, fixtures and maintenance materials equipment, leasehold improvements and other similar items of Sellers automobiles, which exist on the Premises relating to the BusinessesClosing Date;
(b) All (i) finished goods or services for which payment has been made but which are not in inventory cash and short term investments, prepaid items, security deposits, deposits and other similar assets of Seller existing 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").Date;
(c) Except as expressly reserved to Sellers in Section 1.02All accounts, all accounts receivable, notes and notes receivable existing on the Closing Date;
(d) The customer list of the Sellers' Business and all books, records and accounts, correspondence, production records, employment records, and any confidential information which has been reduced to writing relating to or arising out of the Business;
(e) All rights of Seller under express or implied warranties from the suppliers of the Seller with respect to the Assets;
(f) All of Seller's right, title and interest in and to all leases for realty or personalty, including each Contract (as defined in Section 4.10) set forth on Schedule A hereto (such Contracts being 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."Assigned Contracts");
(dg) All of the Seller's right, title and interest in each copyright, copyright application, trade name, trademark and trademark registration, and any goodwill associated with any such copyright or trademark or copyright or trademark registration (in any such case, whether registered or to be registered in the Businesses conducted United States of America or elsewhere) applied for, issued to or owned by Sellers Seller and each process, invention, trade secret, trade name, database, computer program and formula owned by Seller or which the Seller has the right to use and assign to Buyer (collectively, the "Proprietary Rights");
(h) All goodwill associated with 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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide including the names Star Video and Star Video Entertainment; and
(i) Except as specifically provided in Section 1.2 hereof, all other assets and properties of Seller with access to the Business Records subsequent to which exist on the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaserwhether tangible or intangible.
Appears in 1 contract
Assets to be Conveyed. On Subject to the terms and subject conditions hereinafter set forth, Seller shall sell, transfer, assign and deliver to the conditions contained herein Buyer, and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01Buyer shall purchase, assume and accept from Seller, on the Closing Date (as that term is defined in Section 3.01 hereofherein) 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 following (excluding the Excluded Assets defined hereinbelow) including, but not limited to, all of the following assets, properties and rights of Sellers which assets described in items paragraphs (a) to through (hf) below (hereinafter, collectively, shall collectively constitute the "Assets"):
(a) All InventoryThe Permit (FCC File No. BMPH-000000XX) xxsued to and held by Seller from the Commission permitting the operation of the Station, Pleasant Grove Store Inventory and the Card Inventory, subject to Commission approval 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 Businesseshereinafter provided;
(b) All of the fixed and tangible real and personal assets (iexcept cash on hand and accounts receivable, the collection of which shall be the sole responsibility of Seller and Buyer shall have no obligation or responsibility therefore) finished goods used or services for which payment has been made but which are not useful in inventory the operation of the Station as listed on SCHEDULE 2(B) attached hereto, and any additions thereto or substitutions therefor, consisting of the Premisesproperty used or useful in the operation of the Station in the normal course of business, 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 including but not delivered before the Closing Date (the "Customer Deposits").limited to real estate, broadcast equipment, furniture, office equipment, supplies and relevant business records. Said assets shall be conveyed free and clear of any and all liens, claims, encumbrances and security instruments;
(c) Except The leases, contracts and agreements, listed in SCHEDULE 2(C) attached hereto, which shall be in full force and effect on the Closing Date, as expressly reserved to Sellers in Section 1.02, which Buyer assumes all obligations of Seller following the Sellers' Closing Date;
(d) All right, title and interest of the Seller in and to all leases for realty or personalty, including the real property leases for each use of the Premises, subleases, licenses, permits, call letters "WPVJ-FM" and easements (and rights-of-way any and all permitscopyrights, approvals trademarks and trade names, promotional materials, logos, TV commercials and related materials used 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 useful in the operation of the Businesses at the Premises.Station listed on SCHEDULE 2(D) attached hereto;
(de) To the extent transferable to Buyer, all other permits, licenses or authorizations, if any, issued by any regulatory agency which are used or useful in the operation of the Station; and
(f) All items in Seller's possession in the Station's FCC Public Inspection File and all business, engineering and government records relating to the operation of the rightStation, 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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information excluding tax returns and other documents relating records pertaining to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser's corporate affairs.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
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 hereinafter defined), Seller will assign, convey, transfer, assign, sell transfer and deliver to PurchaserBuyer, by instruments of conveyance in form and Purchaser shall acquiresubstance reasonably acceptable to both parties, 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 assets owned by Seller (a) hereinafter sometimes referred to (h) below (hereinafter, collectively, as the "Assets"):
(a) All Inventoryequipment, Pleasant Grove Store Inventory fixtures, leasehold improvements, furniture, computers, and software located at or used in the Card InventoryBusiness located at Seller's headquarters or elsewhere, to include, as determined a minimum, all of the furniture, fixtures and equipment described in accordance with the terms Exhibit "A" attached hereto 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 Businessesincorporated herein;
(b) All of Seller's rights and obligations under the lease agreement for Seller's headquarters, as amended (ithe "Lease Agreement"), and attached hereto as Exhibit "B";
(c) finished goods or services Seller's telephone numbers and telephone equipment for which payment has been made but which are not in inventory on the Premises, or otherwise tendered to the BusinessesBusiness, 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.assignable;
(d) All rental and utility deposits under the Lease Agreement, or on deposit with any supplier or utility company or other company, or deposits securing letters of the rightcredit to food vendors;
(e) All patents, title trademarks, logos, copyrights, trade names, trade secrets, testimonials, agreements of sale, assignments, and interest in leases and licenses thereof and all other intellectual property related to the Businesses conducted by Sellers Business and the business records together with copies of all books, goodwill related thereto;
(f) All financial and sales records, accounts, price lists, sale lists, correspondence, formulations, client and customer lists, supplier listsincluding all files and records relating thereto, marketing techniques and procedures, intellectual property rights, computer programs, software (together all other proprietary information used in connection with the licenses for such software)operation of the Business;
(g) All franchise agreements;
(h) The saleable and marketable inventory, data basesincluding food, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information vitamins and other documents relating to or arising out of the Businesses assignable by Sellers perishable goods and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access inventory pertaining to the Business Records subsequent operations located at Seller's warehouse at the close of business on the day prior to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance Date; and
(i) All cash and accounts receivable on Seller's books as of the foregoingClosing Date; provided, Purchaserhowever, Seller and Buyer hereby agree that no statement or warranty is made concerning the value of the accounts receivable or to what extent they are or are not collectible.
Appears in 1 contract
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 KQQK Closing Date at the Closing Date Place, (as that term is defined in Section 3.01 hereofi) Sellers shall convey, transferSeller will sell, assign, sell convey, transfer and deliver to PurchaserLBI Sub the KQQK FCC Licenses and the Permits, and Purchaser shall acquireall applications therefor, accept and purchasetogether with any renewals, all rightextensions, title and interest in and to those certain assets of Sellers currently used by Sellers in the normaladditions or modifications thereof, 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 Seller will sell, assign, convey, transfer and deliver to LBI the Closing Date (the "Customer Deposits").
(c) Except as expressly reserved to Sellers in Section 1.02business of Station KQQK and, 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 Seller's right, title and interest in and to the Businesses conducted by Sellers assets, properties and rights described below (which, together with the KQQK FCC Licenses and the business records Permits and applications therefor, are collectively referred to as the "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. The Purchased Assets include the following:
2.1.1 All tangible personal property, furniture, fixtures, improvements and office equipment and other 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 located or otherwise 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 (collectively, together with all tangible personal property described in Section 2.1.4, the "Tangible 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 bookssales orders, recordsinvoices, accountscontracts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques statements and procedures, intellectual property rights, computer programs, software (together with the licenses station logs for such software)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 bases, whether in pertaining to the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers Station KQQK (including without limitation the data resident in Seller's Great Plains and not otherwise subject ABC Traffic Software) on the computer systems of Seller to third-party restrictions on transfer the computer systems of Buyer) (the "Business Records"). Upon the request of any Sellernotwithstanding this conveyance, Purchaser shall provide Buyer agrees to allow Seller with reasonable access to such records of Station KQQK as Seller may reasonably require from and after the Business Records subsequent to the KQQK Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, PurchaserDate); and
2.1.5 All Intellectual Property.
Appears in 1 contract
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 hereinafter defined), Seller shall convey, transfer, assign, sell and deliver to PurchaserBuyer, and Purchaser Buyer 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 Seller (a) hereinafter collectively referred to (h) below (hereinafter, collectively, as the "Acquisition Assets"):
(a) All Inventoryof the computer equipment, Pleasant Grove Store Inventory video equipment, cameras, test and measurement equipment, tooling and production features, test fixtures, other equipment, furniture, fixtures and machinery owned or used by Seller on the Card InventoryClosing Date (collectively, 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"Fixed Assets"), 201(d) and 2.02(a) hereof), including any miscellaneous office supplies, packing and maintenance materials and other similar items of Sellers whether or not fully depreciated on the Premises relating to the Businessesbooks and records of Seller, including, without limitation, those assets set forth in Schedule 1.1
(a) attached hereto;
(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' Seller's right, title and interest in and to (i) each patent and patent application, copyright, copyright application, trademark, trademark application, service xxxx, service xxxx application, trade name and trade name registration (in any such case, whether registered or to be registered in the United States of America or elsewhere) applied for, issued to or owned by Seller and (ii) all leases for realty or personaltyprocesses, including inventions, trade secrets, trade names, computer programs, software, software tools, formulae, know how and other intangible personal property used by Seller in the real property leases for each Business (all of the Premisesforegoing in this Section 1.1(b) being hereinafter referred to collectively as the "Intangible Personal Property") including, 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. without limitation those items set forth in Schedule 1.01(c1.1(b) attached hereto contains a list of all leases for realty utilized by the Sellers in the operation of the Businesses at the Premises.hereto;
(dc) All Subject to Section 6.1 hereof, all of the Seller's right, title and interest in and to the Businesses conducted by Sellers and the business records together with copies of all bookseach real property lease, recordsequipment or other lease, accountslicense, price listscontract, sale listsbid or proposal for contract, correspondenceagreement, formulationspurchase or sales order, customer listsindenture or commitment, supplier listswarranty (express or implied) written or oral, marketing techniques and procedures, intellectual property rights, computer programs, software (together with the licenses for such software), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-which Seller is a party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill or by which any of its post the Acquisition Assets is then bound (collectively, the "Contracts"), including, without limitation, those set forth on Schedule 1.1(c);
(d) All inventory of Seller used in the Business which exists on the Closing obligations. In furtherance Date whether or not located on Seller's property, including without limitation, work-in-process, finished goods, demonstration finished goods, rotation stock, work-in-process held at subcontractors, and service parts (collectively, the "Inventory"), including without limitation, the Inventory set forth on Schedule 1.1(d), which Inventory is subject to change between the date hereof and the Closing Date in the ordinary course of Seller's Business;
(e) All office supplies, safety equipment, maintenance supplies and other similar items of Seller which exist on the Closing Date, whether or not reflected in Seller's books and records;
(f) The motor vehicles and other rolling stock owned by Seller on the Closing Date, including those which are listed in Schedule 1.1(f) attached hereto;
(g) All accounts receivable of Seller outstanding as of the foregoingClosing Date, Purchaserincluding without limitation, any of the accounts receivable listed on Schedule 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Accom Inc)
Assets to be Conveyed. On Upon the terms and subject to the conditions contained herein of this Agreement and in reliance upon the Bill xx Sale attached hereto in substantial form as Exhibit 1.01representations, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers warranties and agreements herein after set forth, Seller shall convey, transfer, assign, sell and deliver to PurchaserBuyer, and Purchaser Buyer shall acquire, accept and purchasepurchase at the Closing, free and clear of all Liens, other than Permitted Encumbrances, all the assets, properties, rights, interests, licenses, permits, contracts, causes of action, claims, operations and businesses of every kind and description as the same shall exist as of the Effective Time (other than the Excluded Assets), wherever located, whether tangible or intangible, real, personal or mixed, which are owned by, leased by or in the possession of Seller whether or not reflected on the books and records of Seller and held or used in the business or operation of the A/TS Network (the assets, properties, rights, interests, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto are referred to collectively as the "Acquisition Assets"), including, without limitation, except as otherwise specified in Section 2.2 or 5.13, all right, title and interest of Seller in, to and under:
(i) all real property and leases (whether capitalized or operating) of, and other inter ests in, real property of Seller held or used in the business of the A/TS Network (but only to the extent held or used in the business of the A/TS Network), including the items listed in Section 3.9(c) of the Disclosure Schedule, in each case together with Seller's interest in all buildings, fixtures, signage and improvements erected thereon and appurtenances thereto and all of Seller's rights to real property adjacent or appurtenant thereto;
(ii) all machinery, equipment, furni ture, office equipment, communications equipment, computer hardware which is used exclusively in the business of the A/TS Network (including, without limitation, computer hardware utilized in connection with the "Access 76" system), vehicles, storage tanks (other than the Excluded Storage Tanks), spare and replacement parts and other tangible property (and interests in any of the foregoing) of Seller held or used in the business of the A/TS Network (collectively, "Equipment");
(iii) all items of inventory relating to the business of the A/TS Network notwithstanding how classified in the financial records of Seller, includ ing all raw materials, work-in-process, finished goods, supplies, spare parts, samples and stores ("Inven tory"), but excluding any of the foregoing excluded from the definition of Acquisition Assets pursuant to Section 5.13;
(iv) subject to Section 2.4 and only to the extent relating to the business of the A/TS Network, all contracts, agreements, options, leases, licenses, sales and purchase orders, commitments and other instruments of any kind, whether written or oral, relating to the business of the A/TS Network and to those certain assets of Sellers currently used which Seller is a party or beneficiary on the Closing Date or by Sellers in the normal, ordinary course which any of the operation of the Businesses at the Premises Acquisition Assets are then bound (excluding the Excluded Assets defined hereinbelow) including, but not limited towithout limitation, the California Fuel Supply Agreements and the Assigned California Lease Rights) (all of the following assets, properties and rights of Sellers described in items (a) foregoing to (h) below (hereinafter, collectively, be assigned to Buyer pursuant hereto or the benefits under which are to be provided to Buyer pursuant to Section 2.4 hereof are hereinafter referred to collectively as the "AssetsContracts" and individually as a "):
(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 DepositsContract").
(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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser;
Appears in 1 contract
Assets to be Conveyed. On the terms and subject Seller hereby agrees to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01sell, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers shall conveyassign, transfer, assign, sell convey 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 Buyer the following assets, properties and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):
(a) All Inventorythe fixed and tangible personal property used in the operation of the Business, Pleasant Grove Store Inventory which is described in Exhibit "1.1
(a) attached hereto 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) made a part 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 The contracts and other agreements, if any, listed or services for which payment has been described in Exhibit "1.1(b)," attached hereto and 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 a part hereof (the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer DepositsContracts").
(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 Seller's right, title and interest in and to the Businesses conducted names "Travlang" and "Xxxxxxxx.xxx" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "Xxxxxxxx.xxx" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by Sellers and any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records together with of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of all books, records, accounts, price lists, sale lists, correspondence, formulationsaccount, customer lists, supplier lists, marketing techniques employee personal files, business studies, consultants' reports, budgets and proceduresfinancial reports and projections.
(g) All of Seller's right, intellectual title and interest in property rights, computer programs, software (together with the licenses for such software), data bases, whether used in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers and Business not otherwise subject included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to third-party restrictions on transfer Buyer; provided, however, that the following shall be excluded property (the "Business RecordsExcluded Property"). Upon the request of any Seller, Purchaser ) and shall provide Seller with access not be conveyed to Buyer:
(1) Such books and records as pertain solely to the Business Records subsequent organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the foregoing, PurchaserBusiness' financial and other business data reside.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gourmetmarket Com Inc/Ca)
Assets to be Conveyed. On At Closing, the terms and subject to Company shall own the conditions contained herein and --------------------- following assets used or useful 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 business or operations of the operation of the Businesses at the Premises Station (excluding except for the Excluded Assets defined hereinbelowAssets) includingwhich include, but not limited towithout limitation, all of the following assets, properties and rights of Sellers described in items assets (a) to (h) below (hereinafter, collectively, the "Station Assets"):
(a) All Inventory, Pleasant Grove Store Inventory and real property or interests in real property of the Card Inventory, as determined in accordance with Company described on Schedule 1.2(a) (the terms and conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c"Real Property"), 201(d) and 2.02(a) hereof)all buildings, including any miscellaneous office supplies--------------- structures, packing and maintenance materials fixtures, appurtenances and other similar items of Sellers on the Premises relating improvements actually or constructively attached to the BusinessesReal Property;
(b) All (ipersonal property of the Company used in connection with the Station set forth on Schedule 1.2(b) 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 DepositsPersonal Property").; ---------------
(c) Except as expressly reserved to Sellers in Section 1.02, all All of the Sellers' rightCompany's broadcast and other rights, title if any, to films and interest in programs, broadcasting facilities contracts, agreements or arrangements, programming and to all leases for realty production materials, film libraries, inventories or personaltyprogramming items, including the real property leases for each of the Premises, subleases, licenses, permitsmaterials or supplies, and easements (contracts, agreements and rights-of-way writings with respect thereto, network affiliation agreements, and all permitsamendments, approvals or qualifications relating to extensions, renewals, substitutions and replacements of, and additions to, such property issued to Sellers by a governmental authority) relating to contracts and other rights as may be entered into from the Businesses. Schedule 1.01(c) attached hereto contains a list of all leases for realty utilized by date hereof through the Sellers Closing Date in accordance with the operation of the Businesses at the Premises.terms hereof;
(d) All of contracts or other rights listed on Schedule 1.2(d) --------------- (individually, a "Contract" and collectively the right, title and interest in and "Contracts");
(e) All warranties (to the Businesses conducted by Sellers extent the same can be assigned) respecting any and all Real Property and Personal Property;
(f) All prepaid expenses as prorated in accordance with Section 2.3(c);
(g) All goodwill attributable to the Station (other than goodwill attributable to the Xxxxxx Marks (defined below)), promotional and advertising material and lists, telephone and telex numbers, supplies, customer lists and records, and all engineering, business records together with copies of all and other books, recordspapers, accountslogs, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques files and procedures, intellectual property rights, computer programs, software (together with the licenses for such software), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information records and other documents of the Seller pertaining to the Station;
(h) All motor vehicles owned by the Company and used or held for use in the operation or business of the Station;
(i) Other than service marks, logos, trade names and other intellectual property relating to or arising out of the Businesses assignable Xxxxxx Broadcasting Inc. that is used by Sellers Seller in connection with other broadcast properties and not otherwise subject solely related to third-party restrictions on transfer the Station, including but not limited to, Xxxxxx Television Regional Group marks (the "Business RecordsXxxxxx Marks"). Upon , all of the request service marks, copyrights, software, licenses, trademarks, trade names, jingles, slogans, logotypes and other similar intangible assets maintained, owned, used or held for use by the Company in connection with the business and operation of the Station (including any Sellerand all applications, Purchaser shall provide Seller with access registrations, extensions and renewals relating thereto) (the "Intellectual Property"), and all of the rights, benefits and privileges associated therewith;
(j) All licenses, permits, and other authorizations issued by the Federal Communications Commission (the "FCC") to the Business Records subsequent to Company for the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance operation of the foregoingStation (the "FCC Licenses"), Purchaserand all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto; and
(k) All permits, approvals, orders, authorizations consents, licenses, certificates, franchises, exemptions of, or filings or registrations with, any court or governmental authority in any jurisdiction, which have been issued or granted to or are owned by the Company in connection with the business and operation of the Station and ownership of the Station Assets, and all pending applications therefor.
Appears in 1 contract
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 hereofhereinafter defined) Sellers Seller shall convey, transfer, assign, sell and deliver to PurchaserBuyer and IP Buyer, and Purchaser Tyco shall cause Buyer and IP Buyer to acquire, accept and purchase, all rightof the assets, title properties and interest in and to those certain assets rights of Sellers currently Seller used by Sellers or held for use primarily in the normal, ordinary course of Division (hereinafter collectively referred to as the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow"ACQUISITION ASSETS") including, but not limited to, all of the following assets, properties and rights of Sellers described in items following:
(a) to Prepaid items and deposits of the Division;
(hb) below Accounts receivable, notes and notes receivable arising from the conduct of the Division's business (hereinafterthe "ACCOUNTS RECEIVABLE");
(c) Inventories of raw material, work-in-process and finished goods of the Division (collectively, the "AssetsINVENTORY"):), 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;
(ad) 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 Office supplies, packing drums, containers, tote bins and other packaging material, spare parts, safety equipment, maintenance materials supplies and other similar items of Sellers on the Premises Division;
(e) Subject to Section 6.9 hereof, real property leases (including, but not limited to, leases relating to the BusinessesLeased 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);
(bf) All (i) finished goods or services for which payment has been made but Motor vehicles and other rolling stock used by the Division, including those which are not listed in inventory on the PremisesSCHEDULE 1.1(f) attached hereto;
(g) Machinery, equipment, tooling, dies, tools, furniture, fixtures, cranes and craneways owned or otherwise tendered to the Businesses, to the extent such service or goods will be utilized used by the Businesses after Division on the Closing Date (hereinafter referred to collectively with the motor vehicles and other rolling stock owned or used by Seller as the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer DepositsFIXED ASSETS").
(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 bases, whether in or not fully depreciated on the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out records of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoingincluding, Purchaserwithout limitation, those assets set forth in SCHEDULE 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (K2 Inc)
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 conveyat the Closing Place, transferSeller will sell, assign, sell convey, transfer 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 to LBI Sub, the FCC Licenses and the Permits, and all applications therefor, together with any renewals, extensions, additions or services for which payment has been made but which are not in inventory on the Premisesmodifications thereof, 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 1.02LBI, all (except the Excluded Assets) 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 Seller’s right, title and interest in and to the Businesses conducted by Sellers other assets, properties and rights of every kind and nature, whether tangible or intangible, absolute or contingent, wherever located and used or usable in connection with the operation of the Station (which, together with the FCC Licenses and the business records Permits and applications therefor, are collectively referred to as the “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 bookssales orders, recordsinvoices, accountscontracts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques statements and procedures, intellectual property rights, computer programs, software (together with the licenses station logs for such software)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 bases, whether in pertaining to the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers and not otherwise subject Station (including without limitation the data resident in Seller’s CBSI software) on the computer systems of Seller to third-party restrictions on transfer (the "Business Records"). Upon the request computer systems of any SellerBuyer; notwithstanding this conveyance, Purchaser shall provide Buyer agrees to allow Seller with reasonable access to such records of the Business Records subsequent to Station as Seller may reasonably require from and after the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, PurchaserDate; and
2.1.6 All Intellectual Property.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject Seller hereby agrees to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01sell, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers shall conveyassign, transfer, assign, sell convey 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 Buyer the following assets, properties and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):
(a) All Inventorythe fixed and tangible personal property used in the operation of the Business, Pleasant Grove Store Inventory which is described in Exhibit 1.1
(a) attached hereto 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) made a part 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 The contracts and other agreements, if any, listed or services for which payment has been described in Exhibit 1.1(b), attached hereto and 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 a part hereof (the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer DepositsContracts").
(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 Seller's right, title and interest in and to the Businesses conducted names "Travlang" and "Xxxxxxxx.xxx" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "Xxxxxxxx.xxx" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by Sellers and any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records together with of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of all books, records, accounts, price lists, sale lists, correspondence, formulationsaccount, customer lists, supplier lists, marketing techniques employee personal files, business studies, consultants' reports, budgets and proceduresfinancial reports and projections.
(g) All of Seller's right, intellectual title and interest in property rights, computer programs, software (together with the licenses for such software), data bases, whether used in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers and Business not otherwise subject included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to third-party restrictions on transfer Buyer; provided, however, that the following shall be excluded property (the "Business RecordsExcluded Property"). Upon the request of any Seller, Purchaser ) and shall provide Seller with access not be conveyed to Buyer:
(1) Such books and records as pertain solely to the Business Records subsequent organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the foregoingBusiness, Purchaserfinancial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions contained herein and set forth in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01this Agreement, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers hereinafter defined), Seller shall convey, transfer, assign, sell sell, and deliver to PurchaserBuyer, and Purchaser Buyer shall acquire, accept accept, and purchasepurchase the assets, all properties and rights, specified in this Section 1.1 used in the Business other than Excluded Assets (as that term is hereinafter defined) (such assets, properties and rights other than the Excluded Assets hereinafter collectively referred to as the "Acquisition Assets") including, without limitation:
(a) All inventories of raw materials, work in process, finished goods, packaging materials, supplies and other similar items of Seller which exist on the Closing Date and which relate to the Business including the inventory which is listed on Schedule 1.1
(a) except such inventory that is disposed of in the ordinary course of business between the date of this Agreement and the Closing consistent with past practice (the inventories to be conveyed to Buyer pursuant hereto are hereinafter collectively called the "Inventory");
(b) All machinery, equipment, spare parts, supplies, jigs, fixtures and tooling owned by Seller on the Closing Date, located at the Facility, which has been used or are intended for use in the Business including that which is listed on Schedule 1.1
(b) (the assets to be conveyed to Buyer pursuant to this clause (b) are hereinafter collectively called the "Machinery and Equipment");
(c) All accounts receivable relating to the Business, except accounts receivable denoted by Seller as uncollectible, including the accounts receivable listed on Schedule 1.1 (c), which are outstanding at the Closing (the "Accounts Receivable");
(d) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Acquisition Assets;
(e) All of Seller's right, title and interest in and to those certain assets of Sellers currently used by Sellers each contract, agreement, purchase order, sales order, lease, license, or commitment whether written or oral, express or implied relating to the Business which is listed on Schedule 1.1(e)-(1) and purchase and sales orders entered into in the normal, ordinary course of business consistent with past practice by Seller between the operation date of this Agreement and the Businesses Closing which purchase and sales orders will be listed on a Schedule 1.1 (e)-(2) which Schedule will be delivered at the Premises Closing (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 "AssetsAssumed Contracts"):, and individually, an "Assumed Contract");
(af) All Inventoryprepaid items, 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 deposits and other similar items assets of Sellers the Seller existing on the Premises relating to Closing Date, including the Businesses;
(b) All (i) finished goods or services for which payment has been made but accounts receivable insurance, which are not specifically listed in inventory on the Premises, or otherwise tendered Schedule 1.1(f) hereto (all of which are hereinafter collectively referred to the Businesses, to the extent such service or goods will be utilized by the Businesses after the Closing Date (as 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.
(dg) All of the right, title and interest in and to the Businesses conducted by Sellers and the business records together with copies of all material books, records, records and accounts, price lists, sale lists, correspondence, formulationsproduction records, sales records, customer lists, supplier listsrecords, marketing techniques drawings, plans, specifications and other records relating to operating procedures, intellectual property rightsprocesses, computer programs, software (together with inventions and know-how of the licenses for such software), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents Seller relating to or arising out of the Businesses assignable by Sellers and not otherwise subject Business, in electronic or other form or copies thereof where in Seller's judgment it is appropriate for Seller to third-party restrictions on transfer retain the originals (all of which are hereinafter called the "Business Records"). Upon the request ;
(h) All of any Seller's right, Purchaser shall provide title and interest in each patent, patent application, copyright, copyright application, trade names including "MF Electronics", trademark or service mark and trademark or service mark registration applied for, issuex xx or owned by Seller with access and rexxxxng to the Business Records subsequent and each process, invention, trade secret, technical knowledge, know-how, computer program and other computer software listed by type or category all as set forth in Schedule 1.1(h) hereto, and each formula owned by Seller or which Seller has the right to use and assign to Buyer, substantially relating to the Closing Date Business and, in each case, the goodwill associated therewith (the assets to enable such Seller be conveyed to fulfill any of its post Closing obligations. In furtherance Buyer pursuant to this clause (h) are hereinafter collectively called the "Proprietary Rights"); and
(i) Subject to Section 1.5, the governmental or other licenses, permits and other authorizations relating to the conduct of the foregoingBusiness listed in Schedule 1.1(i) (collectively, Purchaserthe "Permits").
Appears in 1 contract
Assets to be Conveyed. On Subject to the terms and subject conditions of this agreement, Seller agrees 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, transfersell, assign, sell transfer and deliver convey to PurchaserBuyer, and Purchaser shall acquireBuyer agrees to purchase, assume, accept and purchase, acquire from Seller all rightof Seller's rights, title and interest in and to those certain assets of Sellers currently used by Sellers the following:
a) The oil and gas lease(s) listed in the normal, ordinary course accounts 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 Seller described in items Exhibit "A" insofar and only insofar as such lease(s) cover and affect the lands and depths listed in Seller's accounts described in Exhibit "A" (a) hereinafter referred to (h) below (hereinafter, collectively, as the "AssetsLeases"):
(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(cwhether one or more), 201(d) and 2.02(a) hereof)subject to any contracts, including farmouts, or overriding royalties affecting the leases, together with Seller's interest in any miscellaneous office suppliespooled, packing and maintenance materials and other similar items communitized or unitized acreage derived by virtue of Sellers on Seller's ownership of those interests listed in the Premises relating to the Businessesaccounts described in Exhibit "A";
(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, contracts and agreements to the extent such service or goods will be utilized by that same affect the Businesses after the Closing Date (the Leases and xxxxx listed in Seller's accounts described in Exhibit "Prepaid ItemsA") 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 1.02All surface use agreements, all easements, rights 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, subleasesway, licenses, authorizations, permits, and easements (similar rights and rights-of-way and interests applicable to, or used or useful in connection with, any or 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 interests listed in Seller's accounts described in Exhibit "A" provided, however, Seller shall retain all of the its right, title and interest in and to the Businesses conducted by Sellers same insofar as they pertain to, or are used or useful in connection with any interests in the Leases not conveyed to Buyer; and
d) Xxxxx, pipelines and the business records together with copies of all books, records, accounts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques other related equipment or interests in xxxxx drilled and procedures, intellectual property rights, computer programs, software (together with the licenses for such softwareoperated pursuant to oil and gas leases or Joint Operating Agreements set forth in Seller's accounts described in Exhibit "A". Such interests described in a), data basesb), whether in c), and d) above are hereinafter collectively referred to as the form "Assets". Such transfer of computer tapes or otherwiseAssets will be made at Closing, related object and source codesbut shall be made effective, manuals and guide books and any other confidential information and other documents relating subject to or arising out the terms hereof, as of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any SellerEffective Date, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaseras same is hereinafter defined.
Appears in 1 contract
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 conveyand at the Closing Place, transferSeller will sell, assign, sell convey, transfer and deliver to PurchaserBuyer, and Purchaser shall Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and purchaseclear of all debts, all liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer as listed on attached Exhibit A: All accounts payable are the responsibility of the Seller except for payable on printing machine listed on exhibit A.
(a) All of the tangible personal property, physical assets and equipment used or intended to be used in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, 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 business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest in to any and to those certain assets of Sellers currently used by Sellers in the normalall rights, ordinary course of the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow) includinglicenses, but not limited topermits, all of the following assetstrademark names, properties and rights of Sellers described in items (a) to (h) below (hereinafterwebsites, 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 authorizations 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 Businessesintangibles, to the extent such service lawfully transferable, which are used, useful or goods will intended to be utilized by used in 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")operation of Business listed on Exhibit A Assets.
(c) Except as expressly reserved to Sellers in Section 1.02, all Payables are the burden of the Sellers' right, title Seller 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.Buyer assumes no payables except printer listed on Exhibit A.
(d) All Seller will forgive the remaining debt in Grandma Hammans purchase listed currentxx xx xts books at $187,054.64 and $6,777.94 for a total of the right, title and interest in and $193,832.58.
(e) Seller will receive all rights to the Businesses conducted by Sellers GHF product line along with inventory on hand at approximately 10,000 units of various flavors.
(f) Seller will have 49% ownership in Los Cabos Beverage and the business records together with copies Gateway Distributors limited will own 51%. Los Cabos Beverage which will be form as a dba 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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, PurchaserGrandma Hammans.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gateway Distributors LTD)
Assets to be Conveyed. On the terms and subject Seller hereby agrees to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01sell, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers shall conveyassign, transfer, assign, sell convey 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 Buyer the following assets, properties and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):
(a) All Inventorythe fixed and tangible personal property used in the operation of the Business, Pleasant Grove Store Inventory which is described in Exhibit "1.1
(a) attached hereto and the Card Inventorymade a part hereof, as determined in accordance together with the terms and conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c)inventory, 201(d) and 2.02(a) hereof)equipment, including any miscellaneous office suppliesfixtures, packing and maintenance materials furniture and other similar items tangible property of Sellers on the Premises relating to the Businesses;Seller.
(b) All The contracts, leases (iincluding, without limitation, the lease for the Business premises at the location described above) finished goods and other agreements listed or services for which payment has been described in Exhibit "1.1(b)," attached hereto and 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 a part hereof (the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer DepositsContracts").
(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 Seller's right, title and interest in and to the Businesses conducted names "B&B Associates," "Baretta," "Force," and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "B&B Associates," "Baretta," "Force," and all similar names and abbreviations thereof.
(d) The goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, sales and operating plans and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by Sellers and any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records together with of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of all books, records, accounts, price lists, sale lists, correspondence, formulationsaccount, customer lists, supplier lists, marketing techniques employee personal files, business studies, consultants' reports, budgets and procedures, intellectual property rights, computer programs, software financial reports and projections.
(together with g) All accounts receivable arising from the licenses for such software), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer Business (the "Business RecordsAccounts Receivable"). Upon the request ) (i) as described in Exhibit "1.1
(g) attached hereto and made a part hereof, and (ii) otherwise outstanding as of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any (as hereinafter defined).
(h) Seller's insurance policies in effect in the date of its post Closing obligations. In furtherance of the foregoing, Purchaserthis Agreement as described on Exhibit "1.1
Appears in 1 contract
Assets to be Conveyed. On Upon the terms and subject to the conditions contained herein of this Agreement and in reliance upon the Bill xx Sale attached hereto in substantial form as Exhibit 1.01representations, on the Closing Date (as that term is defined in Section 3.01 hereof) warranties and agreements herein after set forth, Sellers shall convey, transfer, assign, sell and deliver to PurchaserBuyer, and Purchaser Buyer shall acquire, accept and purchasepurchase 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 books and records of any of the Sellers, as the same shall exist as of the Effective Time (collectively, "Assets"), which are utilized primarily in the Business, and (B) all of the tangible Assets located at any Company Truckstop or at the Distribution Center (all of the Assets identified in the foregoing clauses (A) and (B) (other than the 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 interests in, real property listed in Section 4.9(c) of the Disclosure Schedule and all other real property and leases (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 erected thereon and appurtenances thereto and all of Sellers' rights, if any, to those certain assets real property adjacent or appurtenant thereto;
(ii) all machinery, equipment, furniture, office equipment, communications equipment, 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 tangible property (and interests in any of the foregoing) of Sellers currently held or used by Sellers in the normalBusiness (including, ordinary course without limitation, the 12th floor computer hardware and the items listed in Schedule 2.1(ii) of the operation of the Businesses at the Premises Disclosure Schedule) (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 "AssetsEquipment"):);
(aiii) 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 inventory primarily relating to the BusinessesBusiness 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");
(biv) All subject to Section 2.4, all Scheduled Contracts (iother than Employment Agreements and Employee Plans and Benefit Arrangements as described in Section 2.2(vii) finished goods or services for which payment has been made but which are not in inventory on the Premisesand (viii)) and, or otherwise tendered to the Businesses, only to the extent such service 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 goods will be utilized by the Businesses after 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 (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 foregoing to be assigned to Buyer pursuant hereto or the benefits and interest in and burdens under which are 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 be provided to such property issued Buyer pursuant to Sellers by a governmental authority) relating Section 2.4 hereof are hereinafter referred 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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (collectively as the "Business RecordsContracts" and individually as a "Contract"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser;
Appears in 1 contract
Assets to be Conveyed. On Upon the terms and subject to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01of this Agreement, on the Closing Date (as that term is defined in Section 3.01 hereofhereinafter defined) each of the Sellers shall convey, transfer, assign, sell and deliver to Purchaserthe Buyer, and Purchaser the Buyer 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, substantially all of the following assets, properties and rights of the Sellers described used or held for use primarily in items the Business (a) hereinafter collectively referred to (h) below (hereinafter, collectivelyas the "Acquisition Assets"). Without limiting the generality of the foregoing, the "Assets"):Acquisition Assets shall include all of each Seller's right, title and interest in, to and under:
(a) All InventoryInventories of good commercial quality raw material, Pleasant Grove Store Inventory work-in-process and finished goods of each of 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 BusinessesBusiness whether located at the premises of any of the Sellers or elsewhere, including, without limitation, inventory of the Sellers held by third parties on consignment, all of which are not in excess of 12 months supply;
(b) Subject to Sections 1.2(c) and 6.8 hereof, licenses, contracts, agreements, purchases or sales orders or commitments, written or oral (collectively, the "Contracts") relating to the Business and any other products developed or under development (the "Product Lines"), including, without limitation, those set forth on Schedule 1.1(b);
(c) All (i) finished goods or services outstanding amounts due by the customers of the Sellers that have been prepaid to the Sellers in advance of the Closing Date, 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 Buyer will be utilized by the Businesses have obligations after the Closing Date (in that Buyer will be providing services related to the "Prepaid Items") and (ii) deposits made by Business to such customers in exchange 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, permitssuch prepayments, 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. prepayments are set forth on 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.1.1(c);
(d) All of Machinery, equipment, tooling, dies, tools, fixtures and supplies, owned or used by the right, title and interest in and to Business on 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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents Closing Date relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent and the Product Lines and necessary to manufacture satellite communications equipment, antennas and accessories, whether or not fully depreciated on the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance books and records of the foregoingSellers, Purchaserlimited solely to those assets set forth in Schedule 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (California Amplifier Inc)
Assets to be Conveyed. On the terms and subject Subject to the conditions contained herein prior approval of the FCC as provided herein, Seller agrees to sell, assign, transfer, convey and in deliver to Buyer and Buyer agrees to purchase, accept and receive from the Bill xx Sale attached hereto in substantial form as Exhibit 1.01, Seller on the Closing Date (as that term is hereinafter defined in Section 3.01 hereof) all of Sellers shall convey, transfer, assign, sell and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all right, title and interest of, in and to those certain the following listed real property and tangible and intangible personal property and assets of Sellers currently used the Station (Station Assets or Assets):
A. The licenses, authorizations and permits issued by Sellers in the normal, ordinary course FCC for the exclusive use of the Station and used, useful or intended for use in connection with or related to the Station and the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow) includingthereof, including but not limited to, those listed on Exhibit "A" attached hereto and made part hereof free and closer of any and all liens, claims, security interests and/or encumbrances of any nature or kind whatsoever.
B. The tangible personal property and assets of Station listed on Exhibit "B" attached hereto and made part hereof, together with any and all replacements thereof or additions or accessions thereto of similar or like quality made in the following assets, properties usual and rights ordinary course of Sellers described in items (a) to (h) below (hereinafter, collectively, Station's business between the "Assets"):
(a) All Inventory, Pleasant Grove Store Inventory date hereof 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") free and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer Deposits")clear of any and all liens, claims, security interests, and/or encumbrances of any nature or kind whatsoever.
C. All that certain real property with the buildings, towers, ground systems and other improvements thereon erected situate at 0000 Xxxxx Xxxx, Xxxxxxxx, Xxx Xxxx, comprised of sixty (c60) Except as expressly reserved to Sellers +/- acres, and described in Section 1.02Exhibit "C" attached hereto and made part hereof, together with all of and singular the Sellers' rights, appurtenances and easements pertaining thereto including any right, title and interest of Seller in and to adjacent streets, alleys, or rights of way, (the Real Property), free and clear of any and all leases for realty liens, mortgages, easements, encumbrances, claims, and deeds of trust of any nature or personaltykind whatsoever except as hereafter provided.
D. All files, including records, logs, and program materials required by the real property leases for each FCC to be maintained by Seller or on file with the FCC that relate to the operation of the Premises, subleases, Station and all other files and records of the Station on the Closing Date relating exclusively to the business and operation of the Station.
E. All other licenses, permitspermits or authorizations issued by any regulatory agency which are used, and easements (and rights-of-way and all permitsuseful, 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 intended for realty utilized by the Sellers use in the operation of the Businesses at the PremisesStation.
(d) All F. Anything not listed above is not part of the rightsale. Specifically the assets of Seller being sold do not include (i) cash on hand or in bank and notes receivable or accounts receivable (billed or unbilled) (ii) the call letters "WCMF", title and interest in and to the Businesses conducted or (iii) any item or tangible personal property owned 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 basesSeller not listed on Exhibit "B", whether or not any such property is used or useful in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers Station, which assets are to remain the property of Seller. Buyer assumes no liability or obligations for Station personnel or employment or benefits contracts, or any related contracts, obligations or leases with respect thereto. There are no other contracts, leases or other agreements to be sold, assigned or purchased hereunder and Buyer assumes no liability for same or for any debt or obligation of Seller which may have accumulated or accrued on any contract, leases or agreements which are specifically excluded herein and are not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request part of any Seller, Purchaser shall provide Seller with access to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaserthis sale.
Appears in 1 contract
Samples: Agreement of Sale (American Radio Systems Corp /Ma/)
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 KEYH Closing Date at the Closing Date Place, (i) Seller will (or will cause Artlite through Seller, as that term is defined in Section 3.01 hereofthe case may be, to) Sellers shall convey, transfersell, assign, sell convey, transfer and deliver to PurchaserLBI Sub the KEYH FCC Licenses and the Permits, and Purchaser shall acquireall applications therefor, accept and purchasetogether with any renewals, all rightextensions, title and interest in and to those certain assets of Sellers currently used by Sellers in the normaladditions or modifications thereof, 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 Seller will sell, assign, convey, transfer and deliver to LBI the Closing Date (the "Customer Deposits").
(c) Except as expressly reserved to Sellers in Section 1.02business of Station KEYH and, 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 Seller's right, title and interest in and to the Businesses conducted by Sellers assets, properties and rights described below (which, together with the KEYH FCC Licenses and the business records Permits and applications therefor, are collectively referred to as the "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. The Purchased Assets include the following:
2.1.1 All tangible personal property, furniture, fixtures, improvements and office equipment and other 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 located or otherwise 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 (collectively, together with all tangible personal property described in Sections 2.1.4 and 2.1.6, the "Tangible 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 bookssales orders, recordsinvoices, accountscontracts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques statements and procedures, intellectual property rights, computer programs, software (together with the licenses station logs for such software)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 bases, whether in pertaining to the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out operation of the Businesses assignable by Sellers Station KEYH (including without limitation the data resident in Seller's Great Plains and not otherwise subject ABC Traffic Software) on the computer systems of Seller to third-party restrictions on transfer the computer systems of Buyer) (the "Business Records"). Upon the request of any Sellernotwithstanding this conveyance, Purchaser shall provide Buyer agrees to allow Seller with reasonable access to such records of Station KEYH as Seller may reasonably require from and after the Business Records subsequent to the KEYH Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, PurchaserDate);
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions contained herein set forth herein, and except as provided in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01Section 1.2 hereof, on the Closing Date (as that such term is defined in Section 3.01 1.4 hereof) Sellers ), Seller shall convey, sell, transfer, assign, sell assign and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, acquire and accept from Seller, on a going-concern basis, the Business and the goodwill of Seller and 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 assets, properties and rights of Seller of every kind and description, wherever located, tangible or intangible, used or usable in connection with the Businesses at Business (hereinafter collectively referred to as the Premises (excluding the Excluded Assets defined hereinbelow) "Acquisition Assets"), including, but not limited to, all rights, title and interest of the following assetsSeller in, properties to and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):under:
(a) All InventoryInventories (including, Pleasant Grove Store Inventory without limitation, inventories of pharmaceutical products, intravenous products and solutions, medical products and supplies, and containers and other packaging materials) of Seller which exist at the Card Inventory, Closing Date and are purchased by Purchaser as determined in accordance with Section 2.1(b) hereof (the terms and conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c"Inventory"), 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 Prepaid items, deposits and other similar assets of Seller (ithe "Prepaid Expenses") finished goods or services for which payment has been made including, without limitation, those items listed on Schedule 1.1(b);
(c) [Reserved];
(d) Customer lists, computer software, software in progress, rights in software used, but which are not in inventory on the Premisesowned, pursuant to license or otherwise tendered (all as listed on Schedule 1.1(d)), medical and patient records (to the Businessesextent legally transferable) and all correspondence relating thereto and data bases relating to or arising out of the Business;
(e) All rights of Seller under express or implied warranties, to the extent that such service or goods will be utilized by warranties are transferable, from the Businesses after suppliers of Seller with respect to 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").Acquisition Assets;
(cf) Except as expressly reserved Subject to Sellers in Section 1.02Sections 1.2(b), 5.11 and 5.12 hereof, all of the Sellers' rightSeller's rights, title and interest in and to all leases for realty each lease, license, contract, agreement, employee secrecy, pharmacy provider or personaltyconfidentiality agreement (to the extent transferable), including written or oral, to which Seller is a party at the real property leases for Closing Date, by which any of the Acquisition Assets is then bound or from which Seller benefits, including, without limitation, each of the Premisessuch items listed as being assigned to and assumed by Purchaser on Schedule 1.1(f) hereto, 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 each item so listed having been previously delivered to Purchaser (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 bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other confidential information and other documents relating to or arising out of the Businesses assignable by Sellers and not otherwise subject foregoing to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access be assigned to the Business Records subsequent to the Closing Date to enable such Seller to fulfill any of its post Closing obligations. In furtherance of the foregoing, Purchaser
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