Assets to be Sold and Purchased Sample Clauses

Assets to be Sold and Purchased. Upon and subject to the terms and conditions hereof, the Vendor will sell, assign, transfer and convey to the Purchaser and the Purchaser will purchase from the Vendor, at the Time of Closing, all of the right, title, benefit and interest of the Vendor in and to the Purchased Assets.

Assets to be Sold and Purchased. Upon and subject to the terms and conditions hereof, the Vendors shall sell, assign, convey or otherwise transfer to the Purchaser and the Purchaser shall purchase from the Vendors, as of and with effect from the opening of business on the Closing Date, all right, title, benefit and interest of the Vendors in and to the assets, properties, goodwill and rights of the Vendors of every nature, kind and description, tangible and intangible, wherever located, whether or not carried on the books of the Vendors or otherwise required to be reflected on a balance sheet prepared in accordance with GAAP, relating to the Business but excluding the Excluded Assets (the “Purchased Assets”), and including all of the Vendors’ right, title, benefit and interest in and to the following assets, properties, claims, rights or interests, in each case free of any Encumbrances other than the Permitted Encumbrances: (a) the Machinery and Equipment; (b) all furniture and furnishings located at the Facilities, the Lakewood Facility, the St. Louis Facility and the Wesleyville Facility; (c) the Leasehold Improvements; (d) the Inventories; (e) the benefit of all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes), including deposits with customers of the Business, if any, which, in each case, relate to the Business; (f) the Vehicles; (g) the Software; (h) the Assumed Contracts, the Leases and the Equipment Leases; (i) the Accounts Receivable; (j) the Intellectual Property; (k) the goodwill and going concern value of the Business, including the exclusive right of the Purchaser to represent itself as carrying on the Business; (l) all Licensed Rights, except for those which are not transferable under the contracts between the Vendors and the owners of the Licensed Rights including those which are listed in Section 2.1(l) of the Disclosure Letter; (m) all rights or choses in action arising out of occurrences before the Closing Date with respect to Third Party warranties, indemnities and guarantees, insurance benefits (to the extent they apply to pending claims for physical damage made under any insurance policies with respect to repairs to Purchased Assets which are included in the Purchased Assets and provided that the Seller Parties shall not be liable for any amounts actually recovered under such insurance benefits) ...

Assets to be Sold and Purchased. (a) Upon the terms and subject to the conditions of this Agreement, Access agrees to sell, assign, transfer, convey and deliver to ULURU and ULURU agrees to purchase from Access, all rights, title and interest of Access and its Affiliates in and to the following assets, regardless of where such assets are situated (the "Purchased Assets"), free and clear of all Encumbrances, except as set forth on Schedule 5.3: (i) all Product Intellectual Property; (ii) the Product Registrations, to the extent transferable; (iii) the Inventory; (iv) the existing lists of all current trade/wholesale customers (including the address and contact information for each such customer) for the Products and the pricing of the Products for such customers; provided, however, that Access shall retain all rights of access and ownership of such information with respect to sales of Access's and Access's Affiliates' other products; (v) copies of Access's files pertaining to the Product Registrations and correspondence with the FDA and other Agencies, in each case such as is in existence and in the possession or control of Access, as of the Closing Date; (vi) all Marketing Materials; (vii) all Scientific and Regulatory Material; (viii) the equipment, telephone numbers, internet or domain names or URL's associated with Access's development, manufacture or commercialization of any Product, as set forth on Schedule 2.1(a)(viii); (ix) all contracts or agreements associated with the development, manufacture, sale, license or commercialization of the Products that are by their terms assignable, except as set forth on Schedule 2.1(a)(ix); (x) records and files that relate to the Products manufacturing and manufacturing processes; (xi) all communications to and from third parties relating to the Products or the Product Intellectual Property; and (xii) all laboratory notebooks specifically related to the Purchased Assets and copies of pages from notebooks which are not specifically related to the Purchased Assets which include scientific data and results related to the Purchased Assets. The Parties expressly agree and acknowledge that the Purchased Assets shall not include the Excluded Intellectual Property and the Excluded Assets and the Takeda License Agreement. (b) ULURU acknowledges and agrees that Access, at its own expense, may retain one (1) copy of all or part of the documentation that it delivers to ULURU in confidential, restricted ULURU files, for use in the event a dispute arises betwe...

Assets to be Sold and Purchased. (a) Subject to Section 1.1(b) and the other terms and conditions hereof, Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens (other than Permitted Liens) (as defined in Section 2.9), and Buyer shall purchase from Seller, all of Seller's right and title to the properties and assets of Seller which are used in the Business (collectively, the "Assets"), including: (i) all of Seller's rights, title and interest in and to the real property in Milford, Ohio leased by Seller and used in the Business (the "Land"), and all of Seller's rights, title and interest in and to all buildings, improvements and fixtures constructed thereon (the "Improvements," and together with Land, the "Leased Real Property"), as set forth on Schedule 1.1(a)(i) hereof; (ii) all of Seller's rights, title and interest in and to the machinery, equipment, tools, supplies, spare parts, furniture and other tangible personal property owned by Seller and used in the Business (the "Equipment") on the date hereof as set forth on Schedule 1.1(a)(ii) hereof; (iii) all of Seller's rights, title and interest in, to and under all patents, patent applications (including patents issuing on such applications), registered or unregistered trade names, trademarks, copyrights, service marks and applications owned by Seller and used in the Business, as set forth on Schedule 1.1(a)(iii), whether filed or to be filed in connection therewith (including, without limitation, all of Seller's rights to use the name "Seafla, Inc." and any derivation thereof but excluding rights to use the name "Technology Flavors & Fragrances, Inc.," or any derivation thereof), and all licenses and sublicenses of Seller used in the Business (including all reissues, renewals, continuations or extensions of the foregoing); (iv) all of Seller's rights in, to and under trade secrets, processes, technology, formulae, specifications and technical know-how of Seller used in the Business, including, but not limited to, engineering and other drawings, data, designs and specifications, product literature and related materials (together with the intellectual property described in Section 1.1(a)(iii), the "Intellectual Property Rights") and all of Seller's books, operating manuals, records, business forms and computer data and programs relating thereto, all as set forth on Schedule 1.1(a)(iv); (v) all of Seller's rights in, to and under the goodwill of the Business; (vi) all of Seller's rights under all Con...

Assets to be Sold and Purchased. Subject to all of the terms and conditions of this Agreement, at the Time of Closing, OGHC shall sell and assign to Vital Products, and Vital Products shall purchase from OGHC, all right, title and interest of OGHC in and to the assets listed below, and which are referred to hereinafter collectively as the "Purchased Assets": 2.1.1 All of the Equipment used in the Childcare Division included but not limited to; - molds and dies related to the Baby Bath - packaging molds and dies for the padded training seat. - Mixing tank and 2kw RF welder as well as sealing machine dies - Custom equipment to produce the padded training seat and formulations related to producing materials. 2.1.2 the Intellectual Property used in the Childcare Division; 2.1.3 the Agreements and Orders associated with the Childcare Division; Listings at all national retailers across Canada (the "Customer Lists").

Assets to be Sold and Purchased. Subject to the terms and conditions hereof, Vendor and its Affiliates shall sell, assign and transfer to Purchaser and Purchaser shall purchase from Vendor, at the Time of Closing, all rights, title and interest of Vendor and its Affiliates in the Purchased Assets wheresoever situated. The Purchased Assets shall include: (a) all Intellectual Property, New Drug Application No. 18-689 (Capsules) and all supplements thereto, as amended, IND 13,027 (Capsules IND) dated November 30, 1976 and IND 17,636 (Special Studies IND) dated May 27, 1980 on file with the U.S. Food and Drug Administration (the "FDA"), IND 39,928 (Topical formulation for psoriasis) dated June 29, 1992 which was withdrawn July 21, 1995, Canadian NDS File No. 0000-X0000/0-00, Xxxxxxx Xx. 00000, xxd all existing information relating to the stability and shelf life of the Products; (b) the existing lists of current, past and prospective customers for the Products, records of volumes of sales and actual selling price by customer by month for the ten months ending October 31, 1996 and written contracts and documentation in Vendor's possession pertaining to the same; provided, however, that Vendor retains its rights to such information with respect to sales of Vendor's other products; (c) Vendor's existing files pertaining to the Products (whether in written or machine readable form) including, without limitation, research and development files, FDA files pertaining to the Products (including applications and registrations, as applicable), market studies, marketing plans, key physician records, copies of consumer complaint files, sales histories, quality control histories, manufacturing know-how and all other information and data pertaining to the Products owned by Vendor, which is in the possession of Vendor or agents and is accessible by Vendor with reasonable efforts; (d) all work in progress with respect to the improvement, planning, promotion, production, development and distribution of the Products, including, without limitation, all papers and promotional materials on hand, all original art mechanicals and artwork for the production of packaging components, television masters, agreements with advertising agencies and other materials associated with the Products; (e) all unfilled customer orders for the Products as of the Time of Closing (a list of such orders to be provided to Purchaser promptly after the Time of Closing).

Assets to be Sold and Purchased. Subject to the terms and conditions of this Agreement, Sellers agree to sell, convey, assign and deliver to Purchaser, free and clear of all liens and encumbrances, and Purchaser agrees to purchase from Sellers at the Closing (as hereinafter defined), all of the right, title and interest that Sellers possess as of the Closing in and to Sellers’ assets set forth in this Section 1.1. (collectively, the “Purchased Assets”):

Assets to be Sold and Purchased. (a) Subject to Section 1.1(b) and the other terms and conditions hereof, Seller shall sell, assign, transfer, convey and deliver to Buyers free and clear of all Liens (other than Permitted Liens (as defined in Section 2.9(a) hereof)), and Buyers shall purchase from Seller, all of the property, assets and rights used or held for use by Seller in the Business (collectively, the "ASSETS") including: (i) all of Seller's rights, title and interest in and to the machinery, equipment, tools, supplies, molds, spare parts, vehicles, furniture and other tangible personal property owned, used, or held for use by Seller in the Business (the "EQUIPMENT"), on the Closing Date; (ii) all of Seller's rights, title and interest in and to the real property leased by Seller and used in the Business and all buildings, improvements and fixtures constructed thereon (the "REAL PROPERTY"); (iii) all of Seller's rights, title, and interest in and to all designs, patterns, raw materials, supplies, work-in-progress and inventories of finished goods owned or used by Seller, whether in possession of Seller or any supplier, manufacturer or contractor of Seller; (iv) all claims, rights and choses in action of Seller against third parties in respect of unliquidated rights under manufacturers' and vendors' warranties, guarantees or similar obligations; (v) all of Seller's rights, title and interest in, to and under all patents, patent applications, trade names, trademarks, copyrights, copyright applications, servicemarks, trademark and servicemark registrations and applications, domain names, logos and other intangible property (including, without limitation, all of Seller's right to use the name "Monogram" and any derivations thereof), whether or not used in the Business; (vi) all of Seller's rights in, to and under trade secrets, formulae and specifications and technical know-how, whether currently being used or under development, including engineering and other drawings, data, design and specifications, product literature and related materials, in each case which are owned or licensed by Seller as of the Closing Date (together with the intellectual property described in Section 1.1(a)(v), the "INTELLECTUAL PROPERTY RIGHTS") and all of Seller's books, records and computer software programs relating thereto; (vii) all of Seller's rights in, to and under the goodwill of the Business; (viii) all of Seller's rights, titles and interests in, to and under all Contracts (other than Contracts re...

Assets to be Sold and Purchased. (a) Subject to the Excluded Assets set forth in Section 1.1(b) and the other terms and conditions hereof, Seller shall sell, assign, transfer, convey and deliver to Purchaser on the Closing Date as hereinafter defined, and Purchaser shall purchase from Seller, all of the property, assets and rights to the extent that they are used in connection with the Business or the Products (collectively, the "Assets"): (i) all of Seller's rights in and to all real property (and interests therein) owned by Seller and situated in Philmont, New York, together with all buildings and improvements thereon (the "Property"), as more particularly described in Schedule 1.1(a)(i); (ii) all of Seller's accounts receivable and prepaid expenses; (iii) all of Seller's rights in and to the fixed assets of the Business including but not limited to machinery, equipment, tools, molds, supplies, spare parts, rolling stock, furniture and fixtures (the "Equipment") and used in the Business on the Effective Date (as hereinafter defined), a list of the Equipment (in the form customarily maintained by Seller) on the Effective Date being annexed hereto as Schedule 1.1(a)(iii). 7 (iv) all of Seller's rights in, to and under all domestic and foreign patents, patent applications, trade names, trademarks, copyrights, servicemarks, trademark and servicemark registrations and applications which are listed on Schedule 1.1(a)(iv); (v) to the extent that they relate to the Products, all of Seller's rights in, to and under trade secrets, product formulations and associated manufacturing and process know-how, whether currently being used or under development, including product testing and quality control procedures, product applications and associated know-how, unpatented inventions, research developments and know-how, technology, technical information, engineering and other drawings, engineering data, design and engineering specifications, product literature and related materials, and supplier lists and files and similar marketing data in writing (which together with the intellectual property described in Section 1.1(a)(iv), the "Intellectual Property"), and all of Seller's books, records and computer programs relating to the Intellectual Property; (vi) all of Seller's rights in, to and under the goodwill of the Business including without limitation the name "Charter Supply Company" and any logos and tradenames used in connection with he conduct of the Business and the sale of the Products. However, Pur...

Assets to be Sold and Purchased. Upon and subject to the terms, covenants, and conditions hereinafter set forth, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, on the respective closing date set forth herein all right, title, and interest of Seller in and to the following described assets (collectively, the “Purchased Assets”): 1.1 The Real Property Assets, which definition shall include any and all right, title, and interest of FOH in and to adjacent roadways, alleys, easements, rights of way, privileges, and appurtenances belonging or appertaining to Unit 3 and the Warehouse, all buildings, fixtures, structures, facilities, and improvements of every kind and nature and description and presently situated on, in, or under Unit 3 and the Warehouse, and any property which is owned by FOH and physically attached to or so closely associated with Unit 3 or the Warehouse so as to be treated as part of the real estate, including, without limitation, physically attached items not easily removable without damage to the improvements comprising Unit 3 and the Warehouse, items specifically adapted to such improvements and items customarily treated as fixtures, including, but not limited to, all: garden bulbs; plants; shrubs and trees; screen and storm doors and windows; electric lighting fixtures; window shades; curtain and traverse rods; blinds and shutters; central heating and cooling units and attached equipment; water heaters and treatment systems; sump pumps; attached or fitted floor coverings; awnings; attached antennas; garage door openers and remote controls; installed security systems; in- ground sprinkler systems and component parts; built-in appliances; ceiling fans; fences; and storage buildings.