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 limitation, those items identified in Schedule 1.1(l)); (m) all books, records, files, manuals and other similar materials, including, advertising materials, business and marketing plans and proposals, production data, sales and promotional materials and records, purchasing materials and records, files for past, existing and contemplated projects, media materials, accounting records (copies), sales order files, customer lists, advertiser lists, receipts and computer records relating to the Assets (the "Business Records"); (n) rights under the contracts, agreements and instruments providing for services to be rendered to Seller entered into in connection with the Assets identified in Schedule 1.1(n) (the "Service Agreements"); and (o) rights and choses in action relating to the Assets, including, without limitation, all rights in, to and under express or implied warranties, guaranties, indemnities, and representations relating to the Assets.
Appears in 1 contract
Assets to Be Purchased and Sold. Subject At the Closing (defined in Section 4.1), Seller shall sell and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of the business and tangible and intangible assets of Seller relating to the terms Business existing and conditions contained owned by Seller on the Closing Date other than the Excluded Assets (defined in Section 1.2). The assets of Seller to be purchased hereunder (which exclude the Excluded Assets) are referred to as the "Purchased Assets". The Purchased Assets shall include without limitation all goodwill relating to the Business and the following assets and property, and all additions thereto relating to the Business, less dispositions in the ordinary course of business and permitted under this Agreement, at before 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 Closing Date (defined in the conduct of, generated by, or constituting the Business (collectively, the "Assets"Section 4.1):
(a) Seller's programming library, including, without limitation, the programs all furniture 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 equipment 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 limitation, those the items identified of Equipment described in Schedule 1.1(l)Exhibit 1.1(a);
(mb) all booksinventory, recordsincluding raw materials, fileswork-in-process, manuals finished goods and other similar materialspackaging materials (the "Inventory");
(c) all rights under the contracts, leases and agreements described or referred to in Exhibit 1.1(c) hereto (the "Operating Agreements"), true and correct copies of which are being delivered to Buyer concurrently with this Agreement;
(d) all intellectual properties, including, advertising materialswithout limitation, business trade secrets, trademarks, trade names, copyrights and marketing plans other rights or registrations, (collectively, the "Intellectual Property");
(e) all executory or continuing agreements and proposals, production data, sales and promotional materials and records, purchasing materials and records, files other contracts or commitments for past, existing and contemplated projects, media materials, accounting records the procurement of products entered into in the ordinary course of the Business (copies"Customer Orders"), sales order files, customer lists, advertiser lists, receipts listed in Exhibit 1.1(d) hereto;
(f) all lists and computer records relating to the Assets Business, including lists and records of Seller's present and former customers, vendors, suppliers, and customers (the "Business Records");
(ng) rights under the contracts, agreements and instruments providing for services to be rendered to Seller entered into in connection with the Assets identified in Schedule 1.1(n) all Licenses (the "Service Agreements"as defined below); and
(oh) rights all accounts receivable, deposits, pre-paid rent and choses in action relating to the Assets, including, without limitation, all rights in, to and under express or implied warranties, guaranties, indemnitiessimilar property, and representations relating to the Assetsall payments thereunder (collectively, "Accounts Receivable").
Appears in 1 contract
Assets to Be Purchased and Sold. Subject to the terms and conditions contained in of this Agreement, at the Closing, Closing Seller shall agrees to sell, conveyassign, assign grant, transfer and transfer deliver (or cause to be sold, assigned, granted, transferred and delivered) to Purchaser, free and clear of all liens, claims, interests and encumbrances (other than Permitted Liens), and Purchaser shall agrees to purchase from Seller, all of Seller's rights, title and interest in and to substantially all of Seller's assets other than the following assets, properties, privileges and rights used or held for use in the conduct of, generated by, or constituting the Business Excluded Assets (collectively, the "AssetsPURCHASED ASSETS"):), and Seller shall deliver good, clear and marketable (subject to any contract assignment limitations) title to each and every Purchased Asset, together with such bills of sale, assignments and other instruments of conveyance as may be reasonably requested by Purchaser to permit such delivery. Without limiting the foregoing, the Purchased Assets shall include the following assets:
(a) All personal property and fixed assets listed on SCHEDULE 1.1(A);
(b) All intellectual property rights associated with the conduct of the Business listed on SCHEDULE 1.1(B), whether held by Seller as owner or as licensee, including, without limitation, copyrights, trademarks, patents, service marks, letters patent, licenses and any applications or registrations thereof, income or royalties therefrom and infringement claims related thereto, trade names, trade styles, trade secrets, know-how, processes, formulae, computer source codes, programs and other software of Seller, including all machine-readable code, printed listings of code, documentation and related property and information of Seller, business and marketing plans, worldwide marketing rights, all slogans used by Seller in the conduct of the Business and all rights and licenses thereto and applications and registrations therefor, including, but not limited to, the right to use Internet domain names used, owned or licensed by Seller (the "INTELLECTUAL PROPERTY ASSETS");
(c) All of Seller's programming libraryrights in and to the contracts, agreements, leases and other arrangements relating to the Business, Purchased Assets and the Intellectual Property Assets (the "ASSIGNED CONTRACTS"), including, but not limited to, those contracts, agreements, leases and other arrangements listed on SCHEDULE 1.1(C), but excluding the contracts, agreements, leases and other arrangements set out in SCHEDULE 1.2. To the extent that any contract for which assignment to Purchaser is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Purchaser agree to use their commercially reasonable efforts (without any requirement on the part of Purchaser to pay any money or agree to any material change in the terms of any such Assigned Contract) to obtain the consent of such other party to the assignment of any such contract to Purchaser in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, Seller agrees to cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Assigned Contract, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and Purchaser agrees to perform, as a subcontractor or on a similar basis, the obligations under such Assigned Contract, at no additional cost to Seller, in exchange for such benefits. If and to the extent that such arrangement cannot be made, any such Assigned Contract shall not be deemed to be a Purchased Asset hereunder;
(d) All books and records, whether originals or copies, whether financial or otherwise, reasonably relating to the Purchased Assets or the Business, including, without limitation, the programs value added tax records 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 employment records relating to the development UK Subsidiary, customer and supplier lists and records (including email addresses and all other available information pertaining to past and current customers of the Library;
(d) inventories of filmsSeller), videosoperating data, DVDs orders and other revenue history, log files and 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 information relating 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 ongoing conduct of the Business, including, without limitation those listed limitation, inventory, maintenance, and asset records, if any and originals of all tangible records of intellectual property (and registrations thereof) associated with the Business; provided, however, that Seller shall have reasonable access to such books and records during normal business hours following the Closing Date as provided in Schedule 1.1(g) (the "Affiliate List")Section 5.2;
(he) customer data bases Full and marketing plans complete copies of Sellerthe records of accounts receivable and payable;
(if) technical All sales and production equipmentpromotional materials and products of Seller, office furniture and other tangible personal property, listed in Schedule 1.1(i) (the "Equipment")if any;
(jg) computer software used in connection with All rights of indemnification, claims or causes of action to the Assets (extent they arise out of or relate to the "Software");
(k) rights and privileges under leases conduct of personal property used by Seller in the Business identified in Schedule 1.1
(k) (the "Personal Property Leases");
(i) trademarks and service marksBusiness, 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")if any, including, without limitation, those items identified against any person under any purchase or other agreement pursuant to which Seller acquired any portion of the Business or the Purchased Assets, or those arising by operation of law or equity or otherwise, other than (i) claims of Seller for refunds with respect to Taxes, and (ii) the claims, causes of action and litigation set forth on SCHEDULE 1.2(E) and any proceeds thereof;
(h) All inventory (including raw materials, work in Schedule 1.1(l)process and finished goods);
(mi) All licenses, permits, approvals, certifications and listings of Seller necessary to operate Seller's Business which are assignable or otherwise transferable to Purchaser;
(j) The names "InstallShield," "InstallShield Software," "Installation Software Technologies," "Stirling Technologies," "Stirling Group," "DemoShield" and any derivatives thereof and all booksrights to use or allow others to use such names;
(k) One hundred percent (100%) of the issued share capital of InstallShield Software, recordsLtd, files, manuals and other similar materials, including, advertising materials, business and marketing plans and proposals, production data, sales and promotional materials and records, purchasing materials and records, files for past, existing and contemplated projects, media materials, accounting records (copies), sales order files, customer lists, advertiser lists, receipts and computer records relating to the Assets United Kingdom subsidiary of Seller (the "Business Records");
(n) rights under the contracts, agreements and instruments providing for services to be rendered to Seller entered into in connection with the Assets identified in Schedule 1.1(n) (the "Service AgreementsUK SUBSIDIARY"); and
(ol) rights and choses in action relating All other assets related primarily to the Purchased Assets, including, without limitation, prepaid expenses related to maintenance contracts or obligations of the Seller to vendors associated with the Purchased Assets, deposits or letters of credit associated with leases and other Purchased Assets assumed by Purchaser, all rights ingoodwill associated with the Purchased Assets, together with the right to and under express or implied warranties, guaranties, indemnities, and representations relating represent to third parties that Purchaser is the successor to the Business. For greater certainty, the parties acknowledge and agree that Macrovision Europe Limited, or an Affiliate nominated by them, will acquire all of the issued shares in the capital of the UK Subsidiary and that the assets of the UK Subsidiary will not be directly conveyed to the Parent at Closing. For the avoidance of doubt, the parties understand that for purposes of Closing the assets of the UK Subsidiary shall remain assets of the UK Subsidiary, but that the definition of "Purchased Assets" for all other purposes of this Agreement shall include such assets.
Appears in 1 contract
Assets to Be Purchased and Sold. Subject to the terms and conditions contained in this Agreementhereof, the Vendor hereby absolutely sells, assigns, transfers and sets over to the Purchaser and the Purchaser hereby accepts such sale, assignment and transfer from the Vendor as, at and from the ClosingClosing Time, Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase from Selleras a going concern, the following assetsundertaking and all of the right, properties, privileges title and rights interest of the Vendor in and to the property and assets owned by the Vendor or to which the Vendor is entitled and belonging to and used or held for use in the conduct ofPurchased Business of every kind and description, generated byincluding, or constituting without limiting the Business (collectively, generality of the "Assets"):foregoing:
(a) Seller's programming libraryall equipment, computer equipment, computer software, furniture, furnishings, kiosks, accessories and supplies of all kinds owned by the Vendor and used in connection with the Purchased Business, including, without limiting the generality of the foregoing, the equipment and software described in Schedule 3.1(l);
(b) all Inventories;
(c) all Leases;
(d) all leasehold improvements, fixtures, counters, racks and displays in the Premises;
(e) all Trademarks;
(f) the full benefit of all contracts, agreements, indentures, commitments or other instruments to which the Vendor is entitled in connection with the Purchased Business, whether written or oral and of any nature or kind whatsoever, including but not limited to all the right, title and interest of the Vendor in, to and under the further agreements and contracts described in Schedule 3.1(x);
(g) all licences, sublicences, customer lists and business know-how pertaining to the Purchased Business and owned by the Vendor and used in connection with the Purchased Business;
(h) the goodwill of the Purchased Business including, without limiting the generality of the foregoing, the exclusive right to the Purchaser to represent itself as carrying on business in continuation of and in succession to the Vendor and the right to use any words indicating that the Purchased Business is so carried on, except as otherwise expressly set out herein;
(i) all refundable sales taxes, excise taxes, municipal taxes and other like taxes and interest thereon refundable to the Vendor in respect of the period commencing at the Closing Time;
(j) all other property and assets of the Purchased Business, moveable and immoveable, real and personal, tangible or intangible, of every kind and description and wheresoever situate including, without limitation, the programs full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and films listed all security therefor received by the Vendor on Schedule 1.1
(a) (collectively and individually as to each film the purchase 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 acquisition of any part 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");Purchased Assets; and
(k) rights and privileges under leases of personal property used by Seller in the Business identified in Schedule 1.1
(k) (telephone numbers for the "Personal Property Leases");
(i) trademarks and service marksVancouver Store, and any registrations, registration certificates and applications for registration therefor, the Whistler Store 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, Vancouver Wholesale Location and the goodwill associated therewith Vendor's e-mail address and related internet domain names (website; but specifically excluding Accounts Receivable for the "Trade Names"), Purchased Business and (iii) copyrights and registrations and any applications for registration therefor (cash on hand as of the "Copyrights"), including, without limitation, those items identified in Schedule 1.1(l));
(m) all books, records, files, manuals and other similar materials, including, advertising materials, business and marketing plans and proposals, production data, sales and promotional materials and records, purchasing materials and records, files for past, existing and contemplated projects, media materials, accounting records (copies), sales order files, customer lists, advertiser lists, receipts and computer records relating to the Assets (the "Business Records");
(n) rights under the contracts, agreements and instruments providing for services to be rendered to Seller entered into in connection with the Assets identified in Schedule 1.1(n) (the "Service Agreements"); and
(o) rights and choses in action relating to the Assets, including, without limitation, all rights in, to and under express or implied warranties, guaranties, indemnities, and representations relating to the AssetsClosing Date.
Appears in 1 contract
Assets to Be Purchased and Sold. Subject to Effective the terms and conditions contained in this Agreement, at the Closingdate hereof, Seller shall sell, convey, assign sell and transfer convey to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from Seller, all of the business and tangible and intangible assets of Seller existing and owned by Seller as of the date hereof other than the Excluded Assets (defined in Section 1.2). The assets of Seller to be purchased hereunder (which exclude the Excluded Assets) are referred to as the "Purchased Assets". The Purchased Assets shall include without limitation all goodwill and the following assets, properties, privileges assets and rights used or held for use in the conduct of, generated by, or constituting the Business (collectively, the "Assets"):property:
(a) all personal property such as (without limitation) machinery, equipment, tools, dies, molds, drawings, furniture and fixtures, inventories and raw materials and supplies, work-in-progress and finished goods, customer lists, customer purchase orders, and goodwill;
(b) all rights, title and interest in and to Seller's programming libraryintellectual properties, including, such as (without limitation) know-how, trade secrets, trademarks, trade names, copyrights, patents and other rights or registrations, internet domain names and the programs and films listed on Schedule 1.1name "Laser Fare";
(ac) all accounts receivable of Seller;
(collectively d) all rights of Seller in, to and individually under a certain Lease Agreement dated as to each film or programof June 1, 1992 (the "LibraryRIIFC Lease") between Seller and Rhode Island Industrial Facilities Corporation ("RIIFC");
(be) Intellectual Property and Film Assets associated with the Library;
(c) all rights under all Film Asset Acquisition Agreementsthe contracts, Film Asset Exploitation Agreements leases and other agreements with respect described or referred to in Exhibit A hereto (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 Operating Agreements"), true and correct copies of which are being delivered to Buyer concurrently with this Agreement;
(f) subject to Section 1.5, rights under "Leased Carriage" all executory or continuing agreements and other contracts (in addition to the Affiliate Agreements) or commitments for the distribution by Seller procurement of products or services entered into in the ordinary course of the BusinessBusiness ("Customer Orders"), including without limitation those identified on Schedule 1.1(f) (the "Leased Carriage Agreements")those, if any, listed in Exhibit B hereto;
(g) the current names, addresses all books 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 records 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 limitation, those items identified in Schedule 1.1(l));
(m) all books, including operating records, files, manuals and other similar materials, including, advertising materials, business and marketing plans and proposals, production data, sales and promotional materials and property records, purchasing materials and records, files for past, existing sale records and contemplated projects, media materials, accounting records (copies), sales order files, customer lists, advertiser lists, receipts and any computer records software relating to the Assets (the "Business Records");
(n) rights under the contracts, agreements and instruments providing for services to be rendered to Seller entered into in connection with the Assets identified in Schedule 1.1(n) (the "Service Agreements")thereto; and
(o) rights and choses in action relating to the Assets, including, without limitation, all rights in, to and under express or implied warranties, guaranties, indemnities, and representations relating to the Assets.
Appears in 1 contract
