Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to sell, transfer, convey, assign and deliver (“Transfer”), and Purchaser shall purchase, acquire and accept from the Company, all of the Company’s rights, title and interest in and to the following, wherever located, in each case to the extent held or owned by the Company as of the Closing Date and used primarily in the conduct of the Business as of the Closing Date, and in each case excluding the Excluded Assets (collectively, the “Transferred Assets”):
(a) The Intellectual Property listed on Schedule 1.1(a) and, to the extent not identified with specificity on Schedule 1.1(a), all other Acquired Intellectual Property;
(b) all Contracts (other than the Contracts related to the Excluded Assets) relating primarily to the Business or the facility located at 0000 Xxxxxxx Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx (“Leased Facility”) and all outstanding purchase orders of the Business or Leased Facility (other than such purchase orders related to the Excluded Assets), including, without limitation, Contracts providing for the license of the Licensed Intellectual Property to the Company and those Contracts listed on Schedule 1.1(b) (collectively, the “Assumed Contracts”);
(c) all Inventory, including, without limitation, inventory ordered by the Company prior to the Closing and in transit on the Closing Date (“Business Inventory”);
(d) all machinery, equipment, furniture, furnishings, parts, spare parts, office furniture, supplies, fixtures, motor vehicles, individual employees’ computer equipment, sales and promotional materials, copies of personnel records that the Company is legally permitted to provide to Purchaser, and other tangible personal property listed on Schedule 1.1(d);
(e) all accounts receivable and prepaid assets of, and customer deposits held by, the Company;
(f) all of the equity interests of those subsidiaries of the Company listed on Schedule 1.1(f) (the “Acquired Companies”);
(g) all Governmental Authorizations held by the Company listed on Schedule 1.1(g);
(h) all prepaid expenses;
(i) all Documents; and
(j) any asset to the extent included in the calculation of the Net Working Capital finally determined pursuant to Section 1.6. All of the Transferred Assets existing on the date hereof shall be sold and transferred to Purchaser under this Section 1.1, it being understood, however, that any Transferred Asset which has been disposed of, consumed, perished, t...
Assets to Be Purchased and Sold. Subject to the terms set forth in this Agreement, and the terms and conditions of the Operating Agreements, SELLER agrees to sell to BUYER and BUYER agrees to buy all of SELLER’S undivided interest in the assets and properties hereinafter described, as follows:
(a) SELLER’S undivided interests in and to, and/or SELLER’S right to acquire undivided interests in and to, the ATP, including, without limitation (i) all interests in or attributable to any Authorities to Prospect that preceded the ATP, and (ii) any extension, renewal or replacement of the ATP, howsoever denominated, relating to or described by the Operating Agreement;
(b) SELLERS’ rights to reacquire any acreage which had comprised a part of the ATP but was relinquished by the Operator as a part of, or in connection with, a scheduled contraction of the ATP, and/or any other acreage which was at any time a part of the ATP but lapsed, was forfeited or was relinquished for any reason;
(c) SELLER’S undivided interests in and to, and/or SELLER’S right to acquire undivided interests in and to, the petroleum leases attached hereto as Exhibit “C,” and any applications for petroleum leases associated with the ATP (the “Leases”), whether existing as of the date of execution of this Agreement or subsequently applied for and/or issued;
(d) SELLER’S undivided interests in and to, and/or SELLER’S right to acquire undivided interests in and to, any pipeline licenses and/or applications for pipeline licenses associated with the ATP, and any connecting pipeline and/or gas gathering systems whether existing as of the date of execution of this Agreement or subsequently applied for, issued; built or installed.
(e) SELLER’S undivided interests in and to, and/or SELLER’S right to acquire undivided interests in and to, all petroleum exploration rights, permits, licenses, leases, surface sites, servitudes, rights-of-way, easements, pipeline licenses and any and all other estates, tenements or similar rights arising from, howsoever denominated, created by or related to the ATP and Leases and the operation of the ATP and Leases, whether classified as real, personal or mixed property, whether specifically enumerated herein and, or whether presently existing, applied for, pending, created, issued or accrued, or to be applied for, created, issued or accrued in the future;
(f) SELLER’S undivided interests in and to, and/or SELLER’S right to acquire undivided interests in and to, the wxxxx listed and described on Exhibit “D” (t...
Assets to Be Purchased and Sold. Upon and subject to the terms and conditions hereof, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor, as of and with effect from the Effective Time, all of the right, title, benefit and interest of the Vendor in and to the assets listed below (collectively, the "Purchased Assets"):
(a) subject to Section 2.3, all right, title and interest of the Vendor in, to and under and the full benefit of all the Assumed Contracts, as set forth in Schedule 2.1;
(b) unfilled orders received by the Vendor in connection with the Purchased Assets, as set forth in Schedule 2.1;
(c) forward commitments to the Vendor for supplies or materials entered into in the usual and ordinary course of business, including third party deposits, whether or not there are any written contracts with respect thereto, as set forth in Schedule 2.1;
(d) pre-paid deposits paid by customers that the Vendor has collected in advance that are still on reserve as of the Effective Time for service beyond the Effective Time (the "Pre-Paid Deposits"), as set out in Schedule 2.1;
(e) accounts receivable for charges invoiced to customers of Vendor, but not yet collected that cover service beyond the Effective Time as well as all contracts with customers, as set out in Schedule 2.1;
(f) the corporate name, domain names, logo and all trade names associated with the business related to the Purchased Assets, as more particularly set out in Schedule 2.1;
(g) the records of sales, customer lists and supplier lists of or used in connection with the Purchased Assets, as more particularly set out in Schedule 2.1, as well as any related artwork used in connection with the business related to the Purchased Assets;
Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall sell, transfer, convey, assign and deliver (“Transfer”) to Purchaser, and Purchaser shall purchase, free and clear of any Liens, all of the Company’s rights, title and interest in and to all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business set forth in Exhibit X (the “Transferred Assets”).
Assets to Be Purchased and Sold. In accordance with the terms and conditions of this Agreement, Vendor agrees to sell to Purchaser and Purchaser agrees to purchase from Vendor, 100% of the Assets, subject to Permitted Encumbrances and the obligation to bear Vendor's Carried Interest for the consideration set forth in Clause 3.2 below,
(a) On the First Closing Date, Vendor shall deliver to the Purchaser and Purchaser will acquire
(i) a General Conveyance of an undivided fifty percent (50%) interest in the Assets; and
(ii) a farm-in of the remaining undivided fifty percent (50%) interest in the Assets under the terms of the Farmout Agreement;
(b) On the Second Closing Date, if the conditions precedent are met, Vendor shall deliver to Purchaser and Purchaser will acquire a General Conveyance of the remaining fifty percent (50%) undivided interest in the Assets.
Assets to Be Purchased and Sold. At the Closing (i) the Seller shall unconditionally transfer, sell, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, the Assets (as defined in Section 2.2 hereof), and (ii) the Seller shall unconditionally transfer and assign to the Purchaser, and the Purchaser shall assume from the Seller, the Assumed Liabilities (as defined in Section 3.5(a) hereof).
Assets to Be Purchased and Sold. Subject to the terms set forth in this Agreement, and the reservation of interest described below, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the following interests credited to Seller under the "Percentage Interest of the Parties" in paragraph 3 of Exhibit "A" to the Operating Agreement, to wit:
Assets to Be Purchased and Sold. Subject to the terms set forth in this Agreement, and the terms and conditions of the Operating Agreement, SELLER agrees to sell to BUYER and BUYER agrees to buy from SELLER the following undivided percentage of interest in the assets and properties hereinafter described, as follows:
C. In Leasehold In Acquisition In Ownership & Lease Drilling, Development, Production Operating Expenses Workover & Capital Costs (%) (%) (%)
Assets to Be Purchased and Sold. On the Closing Date (as hereinafter ------------------------------- defined), Seller shall sell, assign, transfer and convey to Purchaser by xxxx of sale and assignment, and Purchaser shall purchase, acquire and accept the following assets used or held for use by Seller exclusively in the Product Line (the "Purchased Assets") as the same shall exist on the Closing Date (as hereinafter defined) where noted:
(a) All inventory and parts set forth in Schedule 1.1(a) ("Inventory");
(b) All patents and patent applications set forth in Schedule 1.1(b) ("Patents");
(c) All forms and tooling set forth in Schedule 1.1 (c) ("Forms and Tooling");
(d) All rights and interests of the Seller in the design of the incineration systems included within the Product Line including all engineering drawings, bills of material and CAD computer files relating exclusively to the Product Line ("Product Designs");
(e) All existing customer lists, quotation files, list of leads and active mailing list relating exclusively to the Product Line ("Customer Information");
(f) All existing files, records and drawings of Seller's previous jobs which relate exclusively to the Product Line ("Prior Job Files");
(g) All sales literature, photographs, art work and other selling materials relating exclusively to the Product Line ("Product Information");
(h) Goodwill relating exclusively to the Product Line ("Goodwill").
Assets to Be Purchased and Sold. On the terms and conditions set forth herein, at the Closing, the Seller agrees to sell and transfer to Purchaser all right, title and interest of Seller in and to all of the Assets, free and clear of all liens, charges, restrictions and encumbrances of every kind and nature whatsoever except for the permitted liens, restrictions and encumbrances reflected on Schedule 7.
