Common use of Assets to be Purchased Clause in Contracts

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 principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the Closing.

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 Marshall Distributing, LLC, as a going xx x xxxng 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 Xxxxx3085 West 1100 South, Xxxx Xxxx Xxxx, . Xxxx APNXXX: 1500-0900-301000-005000-0000 (the xxe "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx Terry Nielsen and leased to the Companyxxx Xxxxxxx. 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 Installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx XxxxxxxTerry Nielsen. The Note shall be secured sxxxx xx xxxured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior Junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx Terry Nielsen and secured by the Real Propertyxxx Xxxx Xxxperty. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx Terry Nielsen will be terminated at texxxxxxxx xx the Closing.,

Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- obligations of the parties contained herein in this Agreement (other than such conditions as shall have been waived in accordance with the terms hereofof this Agreement), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (Closing, as hereinafter defineddefined in subsection 1(h), all of the Company's rightbusiness, title and interest in and to the assets, properties, goodwill properties and rights of Xxxxxxxx Distributing, LLCCompany, as a going concern, of every nature, kind and description, tangible and intangible, wherever insofar as they relate to the conduct of the business of Company as presently conducted by Company, wheresoever located and whether or not carried or reflected on the books and records of the Company as well (referred to in this Agreement collectively as the specific assets "ASSETS"), but not including the "EXCLUDED ASSETS," as defined in subsection 1(b). The Assets shall include, without limitation, the following to the extent used or useful in the business of EMS Business DevelopmentCompany and not constituting Excluded Assets: (i) all rights to the use of the names and all variations thereof, Inc. to be including all trade name or trademark rights with respect thereto, listed on Exhibit 1(a)(i) hereto (PROVIDED, HOWEVER, that Purchaser agrees that Company may use the name "AMilitary Distributors of Virginia Management Company" during the term of the Management Agreement, as hereinafter defined, and solely for the purposes of performing its obligations under the Management Agreement); (ii) all cash, cash equivalents, deposit accounts, certificates of deposit and other investments or securities; (iii) all prepaid expenses described on Exhibit 1(a)(iii) hereto (the "PREPAID EXPENSES"), except that Purchaser may elect prior to Closing to not take the prepaid expense relating to insurance, in which event it will remain an asset of Company, (any prepaid expenses of Company that are not purchased by Purchaser under this Agreement will be attached expensed against income in Company's fiscal year ended December 31, 1995), and all other prepaid expenses, including prepaid office supplies, pallets, and computer forms, which will be transferred to Purchaser at Closing, and all credit balances and deposits; (iv) all accounts and notes receivable and trade notes and trade accounts reflected as assets in the Final Purchase Agreement (Latest Balance Sheet, as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"subsection 2(f), including without ------ limitation all items reflected on and those generated, purchased or otherwise acquired after the Company's latest balance sheet (date of the "Latest Balance Sheet") a copy , and not including those paid after the date 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 and prior to the Closing (the "RECEIVABLES"); (v) all of the items of merchandise, inventory and supplies reflected in the Latest Balance Sheet and any merchandise, inventory and supplies generated, purchased or otherwise acquired in the ordinary course of the Company's business between after the date thereof of the Latest Balance Sheet and not including any merchandise, inventory and supplies disposed of in the Closing and which are permitted by ordinary course of business, in each case consistent with the terms hereof. Except as otherwise provided in of this Agreement, after the Assets date of the Latest Balance Sheet and prior to the Closing; (vi) all personal property, including without limitation all machinery, equipment, furniture, fixtures, data processing equipment and peripheral equipment, vehicles and other similar personal property and spare parts, including, but not limited to the items listed on Exhibit 1(a)(vi) hereto, and all such personal property subsequently acquired by Company through the Closing (the "EQUIPMENT"); (vii) all real property ownership interests in the land and buildings described on Exhibit 1(a)(vii) hereto (the "REAL ESTATE"); (viii) all of the rights of Company under contracts, leases, agreements, unfilled customer purchase or sales orders, licenses, permits and other governmental authorizations or approvals, including, but not limited to, the contracts, leases, agreements, licenses and permits listed on Exhibit 1(a)(viii) hereto (the "CONTRACTS"); and (ix) all of the inventions, know-how, trade secrets, logos and other proprietary information or intellectual property rights of Company, a perpetual, fully paid and royalty-free license to use all of the computer software used in the business of Company, all telephone listings and rights to use the telephone numbers used by Company, all of the goodwill and going concern value of Company, and all choses in action and other similar rights of Company. (x) On the Closing Date, Company shall be conveyed transfer to Purchaser valid legal title to all of the Assets, other than the Excluded Assets, as defined in subsection 1(b), free and clear of any mortgageLien, pledgeas defined in subsection 2(d)(ii), lienother than any Permitted Liens, security interestas defined in subsection 2(i), 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 except 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 described in the Purchaser (or Purchaser's nomineeinitial Disclosure Schedule, as defined in subsection 2(a). 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 principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the Closing.

Assets to be Purchased. Upon satisfaction Buyer shall purchase and Seller shall sell the following assets of all conditions to Seller used in the ----------------------- obligations operation of the parties contained herein Business (other than such conditions as shall have been waived in accordance with the terms hereof)“Assets”): (a) All of the in-date, salable pharmacy inventory, including all rights to pharmaceutical inventory ordered but not yet received on the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing Valuation Date (as hereinafter defineddefined in paragraph 2(a)) (the “Inventory”).The Inventory expressly excludes the following: (i) Outdated inventory (inventory within 90 days of expiration date or older) on the Valuation Date; (ii) Non-wholesaler repacked or misbranded pharmaceutical inventory; (iii) Compounding chemicals; and (iv) Any and all other inventory not transferable due to State Board of Pharmacy laws or other applicable state or federal laws; (b) All of the following additional personal property (the “Intangible Property”): (i) All customer lists, customer account receivable files, doctor files, prescription files, customer prescription history, and customer prescription records used by the Business (together, the “Files”); (ii) All goodwill, the covenant not to compete and going concern value associated with the Business as set forth in the Goodwill Protection Agreement attached hereto as Exhibit B (the “Goodwill Protection Agreement”); and (iii) All phone numbers used by the Business will be transferred to Buyer, including, without limitation, the telephone numbers listed at Exhibit C attached as a part hereof (the “Phone Numbers”), with Buyer assuming and paying all roll over costs; all as such assets exist on the Closing Date. Only such assets set forth above shall be sold by Seller to Buyer. Seller shall be responsible for the proper disposal of any inventory or other assets of Seller not purchased by Buyer hereunder. Buyer and Seller specifically agree that the Company's rightcash, title cash equivalents, investment assets and interest in and accounts receivable of Seller relating to the assets, properties, goodwill Business are excluded from the assets being purchased 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 shall 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 retained 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 principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the ClosingSeller.

Assets to be Purchased. (a) Upon satisfaction of all conditions to the ----------------------- obligations of the parties contained herein (other than such those conditions as shall have been which are waived in accordance with the terms hereof), the Company shall Ceridian will sell, transfer, convey, assign and deliver to the Purchaser, Buyer and the Purchaser shall Buyer will purchase from the Company, Ceridian at the Closing (as hereinafter defined), ) all of the Companyfollowing assets of Ceridian related to the CD Int Business (other than the Excluded Assets): (i) all of the property and assets of the types reflected in the unaudited Statement of Net Assets for the CD Int Business as of September 30, 1997, a copy of which is attached hereto as Exhibit 1.1(a)(i) (the "September 30, 1997 Statement of Net Assets"), including, without limitation, all inventories, plants, machinery, equipment, tools, supplies, spare parts, furniture, fixtures, leasehold improvements, accounts and unbilled receivables and prepaid expenses (and including all items which would be included on the September 30, 1997 Statement of Net Assets except for the fact that such items are fully depreciated or expensed), plus all items of a nature used primarily in the CD Int Business which are acquired in the ordinary course of business by the CD Int Business between September 30, 1997 and the Closing Date (as hereinafter defined), less any items which are disposed of, consumed by or otherwise reduced or eliminated in the ordinary course of the CD Int Business between September 30, 1997 and the Closing Date; (ii) (A) all existing contracts, licenses, agreements and commitments of Ceridian relating (as to Ceridian) primarily to the CD Int Business, including, without limitation, those contracts, licenses, agreements and commitments of Ceridian listed on the Disclosure Schedule (as hereinafter defined), (B) all contracts, licenses, agreements and commitments of Seller relating primarily to the CD Int Business which are entered into between the date of this Agreement and the Closing Date, and (C) any prime contract, subcontract, basic ordering agreement, letter contract, purchase order or delivery order, including all amendments, modifications and options thereunder, relating primarily to the CD Int Business between Ceridian and (1) the U.S. Government or any state, local or foreign government, or (2) any prime contractor or higher-tier subcontractor, under any contract described in clause (1) above (all of the foregoing contracts or other documents referred to in this clause (C) are referred to herein as "Ceridian Government Contracts") (all of the foregoing contracts, licenses, agreements, commitments, work orders or other documents, instruments or arrangements referred to in clauses (A) through (C) are referred to herein as the "Ceridian Contracts"); (iii) any written quotation, bid or proposal (A) relating primarily to the CD Int Business made by Seller that if accepted or awarded would lead to a contract with (1) the U.S. Government or any state, local or foreign government, or (2) any prime contractor or higher-tier subcontractor under any contract described in clause (1) above (such written quotation, bid or proposal are referred to herein as a "Ceridian Government Bid"); (iv) all rights (subject to rights held by the U.S. government, other state, local or foreign governments and any third parties that may have been licensed by Seller prior to the date of this Agreement) to any of the following in any jurisdiction and all of the goodwill associated with any of the following (collectively referred to herein as "Intellectual Property Rights"): (A) all patents, registered trademarks, registered trade names, registered copyrights and registered service marks owned by Seller which are used or held for use primarily in connection with the CD Int Business, including, without limitation, those listed on Exhibit 1.1(a)(iv)(A), and any patent applications or applications for registration of the foregoing; (B) all unregistered trademarks, unregistered trade names, unregistered service marks, unregistered works of authorship, inventions, know-how, trade secrets, technology and proprietary processes owned by Seller which are used or held for use primarily in connection with the CD Int Business; and (C) all computer software and related documentation (including, without limitation, all source and object code) owned by Seller and used or held for use primarily in connection with the CD Int Business. (v) originals or copies of all books and records of Seller relating exclusively to the operations of the CD Int Business, including, without limitation, books and records relating to employees of the CD Int Business, the purchase of materials, supplies and services, research and development, manufacture and sale of products and services and dealings with customers of the CD Int Business, Owned Real Property (as hereinafter defined) and leased real property; provided, however, that such books and records shall not include any information that does not relate to the CD Int Business and Seller shall be entitled to remove or redact any such information (the "CD Int Books and Records"); (vi) those leases, subleases and occupancy agreements of real properties by Seller relating to the CD Int Business (whether entered into as lessor, lessee, sublessor or sublessee) together with any modifications, amendments, extensions and renewals of the same, all as identified on Exhibit 1.1(a)(vi) (the "CD Int Leases"); (vii) all of the outstanding capital stock of each of the CD Int Subsidiaries, including any such capital stock held by nominees (collectively, the "Subsidiary Stock"); (viii) all of Ceridian's right, title and interest in and to equity or debt interests in Jaguh Angkasa Teknologi, Inc. SDN BHD, Via, Inc. and Microelectronics and Computer Technology Corporation (collectively, the "Joint Venture Interests"); and (ix) all claims, deposits, prepayments, prepaid assets, propertiesrefunds (excluding tax refunds to the extent provided in the Tax Matters Agreement [as hereinafter defined]), goodwill causes of action, rights of recovery, rights of set off and rights of Xxxxxxxx Distributingrecoupment of Seller in connection with the CD Int Business, 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 except to the Final Purchase Agreement extent the foregoing items listed in this Section 1.1(a)(ix) relate to Excluded Assets. (the foregoing assets, other than the Excluded Assets, are collectively referred to herein as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"). (b) Notwithstanding the foregoing, including without ------ limitation all items reflected on Seller will not sell, transfer, convey, assign or deliver to Buyer, and Buyer will not purchase from the Company's latest balance sheet Seller, the following assets of Ceridian related to the CD Int Business (the "Latest Balance SheetExcluded Assets"): (i) a copy the consideration delivered to Seller pursuant to this Agreement for the Assets; (ii) the minute books, corporate seal and stock records of which is to be attached Ceridian; (iii) all right, title and interest in and to the Final Purchase Agreement as Exhibit name "B"Ceridian" and all derivative names thereof; (iv) cash, money and deposits with only such dispositions financial institutions and others, certificates of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments of the Company's business between CD Int Business, other than the date thereof Subsidiary Stock and the Closing Joint Venture Interests and which are permitted other than any cash or such other instruments held by any of the terms hereof. Except as otherwise provided in this AgreementCD Int Subsidiaries; (v) the assets, the Assets shall be conveyed free properties 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 rights relating to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser payroll business operated by CD Canada listed on Exhibit 1.1(b) (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note v) (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 principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at transferred out of CD Canada prior to Closing in accordance with the Closing.provisions of Section 4.13);