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. 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, 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 the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property, including those items described in Schedule 1.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b);
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to Buyer;
(d) all Seller Contracts, including those listed in Schedule 1.1(d), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 1.1(e);
(f) all data and Records related to the operations of Seller, 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 and, subject to Legal Requirements, copies of all personnel Records;
(g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, including those items listed in Schedule 1.1(g);
(h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets;
(i) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i); and
(j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including all such rights listed in Schedule 1.1(j). All of the property and assets t...
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 Closing Date, DMI shall sell, convey, assign, transfer, and deliver to NEWCO, and NEWCO shall purchase and acquire from DMI, free and clear of any Liens other than Permitted Liens, all of DMI’s right, title, and interest in and to the following property and assets, real, personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located (but excluding the Excluded Assets):
(i) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal property, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vi) all Permits and all pending applications therefor or renewals thereof;
(vii) all data and records related to the operations of DMI, 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 and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this Agreement;
(viii) all of the intangible rights and property of DMI, including Intellectual Property, going concern value, goodwill, telephone, telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(ix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(x) all claims of DMI against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x); and
(xi) all rights of DMI relating to deposits and prepa...
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, as each relates 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. 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 Xxxx - Xxxxxxxx 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 xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx 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 Xxxxx, 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, Xxxxx, 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. (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, 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 (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property;
(b) all Inventories;
(c) all Accounts Receivable;
(d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business;
(e) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer;
(f) all data and Records related to the business of 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 and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f);
(g) all of the intangible rights and property of Seller used in connection with or otherwise relating to the Business, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings;
(h) all rights of Seller relating to deposits and prepaid expenses of the Business, claims for refunds and rights to offset in respect thereof that are not excluded under Section 2.2(g); and
Assets to be Sold. Seller hereby sells and assigns to Campus Voice, and Campus Voice purchases and acquires from Seller, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20, 1996 and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets (the assets being acquired from Seller being collectively referred to below as the "Assets"):
(a) all tangible assets, wherever located, including poster board frames, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art work, promotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labels;
(b) all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the Business;
(c) all rights under agreements, commitments and orders relating to the Business, to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agree...
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.
Assets to be Sold. At the Closing, Seller shall sell, deliver, transfer and assign to Purchaser, free and clear of all liens, security interests, claims, charges, restrictions and encumbrances of every kind, nature and description, and Purchaser shall purchase for the consideration hereinafter provided, all of the tangible and intangible assets being used by Seller exclusively in Seller's Business (the "Purchased Assets"), save and except for the assets retained by Seller as set forth in Paragraph 1.3
