Assets to be Purchased. At Closing (as hereinafter defined) subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all or substantially all of Seller's assets utilized in the operation of Seller's Boulder Facility (the "Business"), free and clear of all liens, encumbrances, and charges (the "Assets"), which Assets shall include without limitation the following:
(a) all inventory owned, used or held for use with respect to Seller's Business, including parts, materials, packaging, works in progress and finished goods located at Seller's Boulder Facility at the close of business on the date of Closing, as hereinafter defined on the attached Schedule 1(a) (the "Inventory");
(b) all of Seller's right, title and interest in and to those certain fixed assets that are described on the attached Schedule 1(b) (the "Fixed Assets");
(c) all of Seller's right, title and interest in and to any and all licenses and permits, to the extent assignable, whether state, federal, county, municipal, or otherwise material to the operation of the Boulder Facility, leases, equipment warranties, maintenance contracts, service contacts and other commitments as may be assumed in writing by Buyer or as set forth on the attached Schedule 1(c); and
(d) all of Seller's right, title and interest in and to the general intangibles and goodwill associated with the operation of the Assets at Seller's Boulder Facility, including all telephone numbers used by Seller at the Boulder Facility, access to certain books and records of Seller which pertain to the Boulder Facility Business, including sales, customer lists and suppliers, paid invoices, repair orders, employee records for the last three years, yellow page advertising (subject to Section 12.1), copies of pending sales orders, work in process and all other documents associated with the Boulder Business (the "Company Records").
Assets to be Purchased. Subject to the terms and conditions hereof, on the Closing Date and as of the Effective Time, Sellers agree to sell to Buyer, free and clear of all Liens other than Permitted Liens, all right, title and interest of Sellers to and in all of the Purchased Assets.
Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items:
(i) All assets reflected and/or described on the asset list attached as Schedule -------- A;
(ii) All accounts receivable of Seller in connection with the Business;
(iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licenses;
(iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the Business, to the extent assignable under the terms thereof and applicable law;
(v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof.
(vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and othe...
Assets to be Purchased. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire, take and accept from Seller, each of the following (collectively, the "Conveyed Assets"):
(a) the Real Property;
(b) all furniture, furnishings, fixtures, equipment and other personal property, tangible or intangible, and all interests in personal property, owned by Seller, situated on or in or attached to or located at the Real Property and used in connection with Seller's operation or maintenance of the Real Property (collectively, the "Personal Property"; the Real Property and the Personal Property are sometimes, collectively, referred to herein as the "Premises");
(c) all Seller's interest in all residency agreements, leases, tenancies and occupancy arrangements relating to the Premises (collectively, the "Leases"), all prepaid rents (collectively, the "Prepaid Rents") and all deposits, whether security, damage or otherwise (collectively, the "Deposits"), paid by residents (collectively, the "Residents") holding under the Leases;
(d) the right to use the name "Villa Americana Apartments" to the extent Seller has the right to use such name, and all of Seller's interest, if any, in all other names, logos, designs, slogans and trademarks used in connection with the Premises and its operations, except Seller's name, the name of any affiliate of Seller or any derivations of any one, or more or all of them (collectively, the "Trade Name");
(e) all books and records, rent rolls, Resident lists, applications and credit files pertaining to Seller's operation or maintenance of the Premises (collectively, the "Operating Records");
(f) all of Seller's interest in that certain Housing Assistance Payments Contract between the U.S. Department of Housing and Urban Development ("HUD") and Seller relating to an aggregate of 258 units at the Real Property (the "HAP Contract"), subject to the provisions of Section 4.(d) hereof; a copy of the HAP Contract, marked Exhibit "B" is attached hereto;
(g) all of Seller's interest in any and all service contracts, maintenance agreements and other similar contracts affecting the operation or maintenance of the Premises (collectively, the "Contracts"); and
(h) warranties and guarantees claims (if any) under or with respect to the Contracts or the Personal Property, or with respect to any construction of or repairs to the Premises or any part thereof; provided, however, th...
Assets to be Purchased. (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the “Purchased Assets”):
(i) the Assigned Trademark and the goodwill associated therewith;
(ii) all copyrights owned by Seller in the labels and inserts used with the Products;
(iii) all Inventory owned by Seller as of the Closing Date;
(iv) the Know-how;
(v) all ANDAs;
(vi) all Regulatory Documents; and
(vii) all of Seller’s rights under the Assumed Contracts.
(b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller:
(i) the Xxxxxx Xxxxxxxx Trademarks;
(ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and
(iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.
Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of Xxxxxxxx Distributing, LLC, as a going concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx APN: 15-09-301-005-0000 (the "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx and leased to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx Xxxxxxx. The Note shall be secured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx and secured by the Real Property. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The princi...
Assets to be Purchased. At the Closing, upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been waived in accordance with the terms hereof), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and purchase, all of Seller's right, title and interest in and to all of the assets set forth on Schedule 1.02 (collectively, the "Purchased Assets"):
Assets to be Purchased. Seller hereby agrees to convey, transfer, assign, and deliver to Buyer on a going concern basis, and Buyer hereby agrees to purchase from Seller all of Seller's assets located at or used in connection with Seller's operation of the Drug Store including but not limited to:
Assets to be Purchased. (a) Upon the terms and subject to the conditions of this Agreement, the Seller will sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser will purchase, as a going concern, from the Seller, at the Closing, all of the businesses, assets, properties, goodwill and rights of the Seller, of every nature, kind and description, tangible and intangible, real, personal or mixed, wheresoever located and whether or not carried or reflected on the books and records of the Seller, including, without limitation, real and personal property that is now owned or leased by the Seller or in which the Seller has any right or interest; franchises; all right, title and interest in and to the use of Seller's corporate or entity names and any derivatives or combinations thereof (in accordance with Section 4.16 herein), including, without limitation, those listed in Exhibit 1.1
(a) hereto; logos, trademarks, trademark registrations and trademark applications or registrations thereof, including the goodwill associated therewith; the goodwill of the Seller's business; copyrights, copyright applications and copyright registrations, patents and patent applications; rights under or pursuant to licenses by or to the Seller; development and prototype hardware, software, processes, formula, trade secrets, inventories and royalties, including all rights to xxx for past infringements; leaseholds and other interests in land, inventory (accumulated costs of jobs and supplies), equipment, machinery, furniture, fixtures, motor vehicles and supplies; cash, money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments; accounts receivables; prepaid expenses; insurance policies, contracts, purchase orders, customers, lists of customers and suppliers, sales representative agreements, and all favorable business relationships, causes of action, judgments, claims and demands of whatever nature; telephone, telefax and telex numbers; all listings in all telephone books and directories; all credit balances of or inuring to the Seller under any state unemployment compensation plan or fund; employment contracts (except for those employment contracts specifically excluded herein); obligations of the present and former officers and employees and of individuals and corporations; rights under joint venture agreements or arrangements; files, papers and records relating to the Se...
Assets to be Purchased. Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, at the Closing (as defined in Section 2.01), all of the Seller’s world-wide right, title and interest in and to the Business, including any and all assets, properties, goodwill and any rights related thereto of the Seller used in the Business, as a going concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Seller (hereinafter sometimes collectively called the “Assets”), as more specifically set forth in Schedule 1.01 hereto. It is expressly understood that the sale of the Assets includes the following rights:
