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 (%) (%) (%) Before Project Payout 1.898437500 2.109375000 2.0 After Project Payout 2.115000 2.35 2.35
(a) SELLER's undivided interest, if any, in and to, and/or SELLER's right to acquire an undivided interest in and to the Authority to Prospect 526 attached as Exhibit "B" hereto, and the ATP attached as Exhibit "B" to the Operating Agreement, and any extension, renewal or replacement of any ATP, howsoever denominated (the "ATP");
(b) SELLER's rights, if any, 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 or was relinquished for any reason;
(c) SELLER's undivided interest, if any, in and to, and SELLER's right to acquire an undivided interest in and to the petroleum leases and applications for petroleum leases listed and described on Exhibit "C" attached hereto (the "Leases") and applications for petroleum leases;
(d) SELLER's undivided interest, if any, in and to, and SELLER's right to acquire an undivided interest in and to Pipeline License No. 27 described on Exhibit "D" and attached hereto and any connecting pipeline and/or gas gathering systems;
(e) SELLER's undivided interest, if any, in and to, and SELLER's right to acquire an undivided interest in and to all permits, licenses, leases, servitudes, rights-of-way, easements, pipeline licenses and any other tenements or similar rights associated with the ATP and Leases and the operation of the ATP and Leases, whether specifically enumerated herein and whether presently existing, applied for, pending, created, issued or accrued, or applied for, created, issued or accrued in the future;
(f) SELLER's undivided interest, if any, in and to, and SELLER's right to acquire an undivided interest in and to the xxxxx listed and described on Exhibit "E" (the "Xxxxx") and attached hereto, including all formations and depths within or below the wellbore, whether or not presently productive;
(g) SELLER's right, i...
Assets to Be Purchased and Sold. Subject to the terms and conditions contained in this Agreement, at the Closing, Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase from Seller, the following assets, properties, privileges and rights used or held for use in the conduct of, generated by, or constituting the Business (collectively, the "Assets"):
(a) Seller's programming library, including, without limitation, the programs and films listed on Schedule 1.1
(a) (collectively and individually as to each film or program, the "Library");
(b) Intellectual Property and Film Assets associated with the Library;
(c) rights under all Film Asset Acquisition Agreements, Film Asset Exploitation Agreements and other agreements with respect to the development of the Library;
(d) inventories of films, videos, DVDs and other similar products;
(e) rights under agreements between Seller and its affiliated television stations and other similar affiliates, including, without limitation those agreements listed on Schedule 1.1(e) ("Affiliate Agreements");
(f) subject to Section 1.5, rights under "Leased Carriage" agreements and contracts (in addition to the Affiliate Agreements) for the distribution by Seller of products or services of the Business, including without limitation those identified on Schedule 1.1(f) (the "Leased Carriage Agreements");
(g) the current names, addresses and contact names for all affiliates of the Business, including, without limitation those listed in Schedule 1.1(g) (the "Affiliate List");
(h) customer data bases and marketing plans of Seller;
(i) technical and production equipment, office furniture and other tangible personal property, listed in Schedule 1.1(i) (the "Equipment");
(j) computer software used in connection with the Assets (the "Software");
(k) rights and privileges under leases of personal property used by Seller in the Business identified in Schedule 1.1
(k) (the "Personal Property Leases");
(i) trademarks and service marks, and any registrations, registration certificates and applications for registration therefor, and the goodwill associated therewith (the "Trademarks"), (ii) trade names, assumed and fictitious names and registered user names, and registrations and any applications for registration therefor, and the goodwill associated therewith and related internet domain names (the "Trade Names"), and (iii) copyrights and registrations and any applications for registration therefor (the "Copyrights"), including, without limitat...
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. 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. 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. Upon the terms and subject to the conditions of this Agreement, Purchaser hereby purchases from Seller, and Seller hereby sells, transfers, grants, conveys, assigns, and relinquishes exclusively to Purchaser, on the Closing Date, free and clear of all Encumbrances, all right, title and interest of Seller in, to and under the following assets (collectively, the “Transferred Assets”):
(a) all Program Materials (as defined in Schedule 1.1(a)) and other tangible personal property and assets set forth on Schedule 1.1(a);
(b) (i) the Program Patents and (ii) all Know-How owned or otherwise controlled (with the right to transfer) by Seller and/or its Affiliates and used exclusively in the Business as currently conducted by Seller and its Affiliates (collectively, “Program IP”), together with all goodwill associated therewith and all rights and causes of action for past, present or future infringement, misappropriation, violation, misuse, dilution, unfair trade practice or otherwise associated therewith, and rights of priority and protection of interests therein;
(c) all rights under all Contracts of Seller that are listed on Schedule 1.1(d) (the “Assigned Contracts”), including, without limitation, any and all of Seller’s rights to milestone payments, grant funding and other receivables, earned or unearned, under the Assigned Contracts that have not been received by Seller prior to the date of this Agreement;
(d) all Books and Records; and
(e) all of Seller’s claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, resulting from Seller’s ownership of the Transferred Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of Seller (i) against Purchaser with respect to the Transactions; or (ii) relating to the Excluded Assets.
Assets to Be Purchased and Sold. Subject to the terms and conditions of this Agreement and except for the Excluded Assets (as defined below), Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Effective Date, all of Seller’s right, title and interest in the following assets (collectively referred to as the “Assets”):
Assets to Be Purchased and Sold. Subject to the terms and conditions of this agreement, the Vendor agrees to sell, transfer, convey, assign, and quit claim to the Company, and the Company agrees to purchase from the Vendor, all of the Vendor’s right, title and interest in and to Properties, free and clear of all liens, charges and encumbrances, of any nature whatsoever, effective as of the Closing.
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 (%) (%) (%)
