Assets to be Sold Sample Clauses
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Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement:
a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”;
b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease);
c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container;
d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and
e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the S...
Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):
(i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby;
(ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets;
(iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder;
(iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and
(v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein.
(b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existen...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, each as relate to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the property and assets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2);
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Schedule 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(g) all data and Records related to the operations of the Divisions, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records;
(h) all of the intangible rights and property of Seller related to the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h);
(i) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(j) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown...
Assets to be Sold. Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s right, title and interest in and to the following:
(a) The oil and gas leases, surface leases and royalties in and to the ▇▇▇▇ - ▇▇▇▇▇▇▇▇ Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; (collectively, “Property”);
(b) All oil and gas ▇▇▇▇▇, salt water disposal ▇▇▇▇▇, water ▇▇▇▇▇, injection ▇▇▇▇▇ and other ▇▇▇▇▇ (collectively “▇▇▇▇▇”) located on the Property described on Exhibit C entitled ▇▇▇▇▇ Transferred;
(c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred;
(d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”);
(e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and ▇▇▇▇▇, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred;
(f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, ▇▇▇▇▇, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geo...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c);
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d);
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value,...
Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, Subsidiary shall, on the Closing Date, sell, assign, transfer, convey and deliver to Acquisition Sub, and Acquisition Sub shall purchase on the Closing Date, all of the right, title and interest of Subsidiary in the assets, properties, licenses, leases, rights and goodwill of every kind and description and wherever located, whether tangible or intangible, owned by, or licensed or leased to and transferable by, Subsidiary on the Closing Date, other than the Excluded Assets (the assets to be purchased by Acquisition Sub pursuant to this Section 1.1(a) being referred to as the "Subsidiary Assets," and, together with the Parent Assets, the "Assets"), including, without limitation, the following:
(i) all furniture, fixtures, equipment, machinery, molds, tools and dies, vehicles and other tangible personal property, including, but not limited to the tangible assets listed on Schedule 1.1
(a) (i);
(ii) all raw materials, work-in-process, spare parts, packaging, supplies and finished goods inventories (the "Inventory");
(iii) all third-party accounts and notes receivable of Subsidiary arising from the conduct of the Business on or before the Closing Date;
(iv) all of Subsidiary's business records and files relating to the Business, including without limitation, books of account, general and financial records, personnel records related to any Transferred Employee (to the extent that the transfer of such records is permitted under law), customer lists and records, sales information, invoices, shipping records, supplier lists, device history records, clinical study records, test data, manufacturing records, product designs and design specifications, drawings, bills of material and engineering documentation, traceability records, device master records for each of the Subsidiary Products, regulatory documents, 510(k) files, including all approved and pending amendments and supplements and product materials prepared for, or submitted to, other governments and any files related to approvals by such governments, records, reports and correspondence, laboratory notes, research records, correspondence and other documents, records, data files and service manuals and any rights thereto, used in, or relating to, the Business on whatever media such records or copies are maintained (the "Business Records");
(v) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (inc...
Assets to be Sold. (a) Subject to the terms and conditions herein, Seller shall sell, transfer and assign, and Buyer shall purchase, pay for and receive, all of Seller’s right, title and interest in and to the following, save and except the Excluded Assets:
(i) the oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land described or referred to in Exhibit “A”, together with all of Seller’s other rights, titles and interests in and to the above-described properties (collectively, the “Leases”), together with all lands, leases and minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and gas pooling and unitization agreements, declarations, designations and orders relating to the Leases (such pooled or unitized areas being, collectively, the “Units”);
(ii) any and all oil and gas ▇▇▇▇▇, salt water disposal ▇▇▇▇▇, injection ▇▇▇▇▇ and other ▇▇▇▇▇ and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all of Seller’s other rights, titles and interests in and to the above-described ▇▇▇▇▇ and Units (collectively, the “▇▇▇▇▇”), including, without limitation, those ▇▇▇▇▇ identified on Exhibit “A”);
(iii) all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or ▇▇▇▇▇, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”);
(iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, flowlines, gathering lines, materials, improvements, workover rigs, SCADA hardware and software and any other personal property located on or used in the exploration, development or operation of the Leases, Units or ▇▇▇▇▇ (collectively, the “Personal Property”);
(v) all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydroc...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers' right, title and interest in and to all of the Intellectual Property Assets as described in more detail on Exhibit A attached hereto ("Assets").
Assets to be Sold. Except as otherwise specifically provided in this Agreement, all of the Assets, whether or not described in the Schedules to this Agreement, are intended to be sold, transferred, assigned, conveyed and delivered to Buyer, free and clear of all Security Interests.