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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (MSC-Medical Services CO)
Assets to be Sold. Upon the terms and subject to the conditions set forth Except as otherwise provided in this AgreementSection 1.2 below, at the Closing provided for in Section 4.1 below, 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 the assets, properties and rights of Seller of every type and description owned, leased or otherwise licensed by Seller and used in the Business, including real, personal or and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of every kind Seller (all of such assets, properties and descriptionrights owned, wherever locatedleased or otherwise licensed by Seller and used in the Business being hereinafter sometimes collectively called the "Purchased Assets"), including the following (but excluding the Excluded Assets):including, without limitation:
(a) those assets, properties and rights reflected on the Unaudited Financial Statements, including, but not limited to all Tangible Personal Propertycash, including those accounts receivable, inventory, sales accessories, parts, machinery, equipment, tools, computer hardware, software and data, furniture, leasehold improvements, fixtures, supplies, trademarks, tradenames and service marks, telephone and facsimile numbers, customer files, websites and prepaids, but excluding any such items described disposed of by Seller in Schedule 1.1(a)the ordinary course of the Business since the Financial Statement Date;
(b) all Inventories, including those listed in Schedule 1.1(b)Seller's list of customers and suppliers;
(c) Seller's right to use the names "Southwest Concrete Products" and "Southwest Brick" and 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 Buyervariants thereof;
(d) all Seller Contracts, including those of Seller's interest in and Claims and rights under Contracts listed in Schedule 1.1(d), including, but not limited to those certain License Agreements with Flexlock, Novabrick and Versa-Lok, and all outstanding offers or solicitations made Permits held by or to Seller to enter into any ContractSeller;
(e) all Governmental Authorizations the books and all pending applications therefor or renewals thereof, in each case records of Seller relating to the extent transferable to Buyer, including those listed in Schedule 1.1(e)Purchased Assets and the Assumed Liabilities;
(f) Seller's rights in 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's Intellectual Property;
(g) all the motor vehicles and transportation equipment 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 Seller listed in on Schedule 1.1(g);
(h) all insurance benefits, including rights and proceeds, arising from or relating to the Assetsgoodwill of Seller;
(i) the real property described in Schedule 1.1
(i) (the "Owned Real Property") along with all claims estates, rights, titles and interests of Seller against third parties relating in and to all plants, storage facilities, buildings, structures, equipment, works, fixtures (including without limitation, all apparatus, buildings, appliances, machinery, equipment and other articles of a permanent nature), construction in progress, improvements, betterments, installations and additions constructed, erected or located on or attached or affixed to the AssetsOwned Real Property;
(j) the bank and lockbox accounts of Seller described in Schedule 1.1(j) hereto;
(k) all Claims for Tax refunds arising from Taxes (other than Income Taxes) paid by Seller for any period or portion thereof ending on or before the Closing Date;
(l) all other assets, whether xxxxxx properties, rights, Claims, entitlements and business of every kind and nature owned or inchoateheld by Seller or in which Seller has an interest and used in connection with its block plant and sales facilities located in Colorado County, Texas, Pasadena, Texas, San Antonio, Texas, and Houston, Texas, known or unknown, fixed or unfixed, inchoate, accrued, absolute, contingent or noncontingentotherwise, including all such claims listed whether or not specifically referred to 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)this Agreement. All In confirmation of the property foregoing sale, assignment and assets to be transferred transfer, Seller shall execute and deliver to Buyer hereunder are herein referred to collectively as at the “AssetsClosing a Xxxx of Sale, Assignment and Assumption Agreement and Special Warranty Deeds.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Headwaters Inc), Asset Purchase Agreement (Headwaters Inc)
Assets to be Sold. Upon At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, convey and transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any EncumbrancesLiens, 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 collectively, the Excluded “Transferred Assets”):
(a) All Intellectual Property Rights of Seller in and to that certain software product and service sometimes identified as “WebMessenger” that is used in the Business, including but not limited to each and every of the following items pertaining thereto (collectively, the “Software”):
(i) All Source Code for the Software;
(ii) All binaries with respect to the Software;
(iii) All libraries with respect to the Software;
(iv) All XML, HTML, and executables with respect to the Software;
(v) All applications constructed with the Source Code for the Software;
(vi) All documentation describing all Tangible Personal Propertyor any portion of the Software or the Source Code therefor; and
(vii) All rights in and to all copyrights with respect to the Software.
(b) All equipment, computer hardware, supplies, materials and other items of tangible personal property owned or leased by Seller relating to or used in the Business, including those items described included in Schedule 1.1(a);
2.1(b) (b) all Inventories, including those listed in Schedule 1.1(bthe “Tangible Personal Property”);
(c) all Accounts Receivable, including those listed in Schedule 1.1(cAll contract rights of Seller with users of Seller’s Software (the “Customer Contracts”). 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 All contract rights of Seller under supply and distribution contracts to which Seller is a party (together with the Customer Contracts, including those listed in Schedule 1.1(dthe “Transferred Contracts”), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) all All rights in and to the trademark “WebMessenger” and each other trademark used by Seller to market, promote, distribute or sell the Software;
(f) All of Seller’s accounts receivable, other accounts receivable, work in progress, pending orders, notes receivable and other rights to payment from customers of the Business, including those items included in Schedule 2.1(c) (the “Transferred Receivables”);
(g) All Governmental Authorizations and all pending applications therefor or renewals thereofthereof relating to the foregoing, 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)Purchaser;
(h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets;
(i) all All claims of Seller against third parties relating arising with respect to any of the Assetsforegoing, whether xxxxxx or inchoate, known or unknown, including contingent or noncontingentclaims;
(i) All of the assets of Seller previously owned by Apptix WM that were transferred to Seller by reason of the merger between Seller and Apptix WM, including all such claims listed in Schedule 1.1(i)share capital of Apptix WM Bulgaria; 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 The goodwill associated with any of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assetsforegoing.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callwave Inc)
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, 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(athe Real Property constituting the Xxxxxxx Preparation Plant as shown on Exhibit 2.1(a);
(b) all Inventoriesthe Tangible Personal Property, including those listed that described in Schedule 1.1(bPart 2.1(b);
(c) all Accounts Receivable, including those the Seller Contracts listed in Schedule 1.1(cPart 3.9(a). 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 thereof listed in Schedule 1.1(ePart 3.7(b);; and
(fe) all certain data and Records related solely to the operations of SellerAssets, 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);
(hf) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(ig) all claims of Seller against third parties to the extent relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(iPart 2.1(g);
(h) all extracted, unsold coal inventory, located at the Xxxxxxx Preparation Plant, including stockpiled coal inventory, existing as of the Closing, including coal delivered thereto pursuant to the Premium Coal Contract but excluding all other coal delivered thereto by Premium (the “Coal Inventories”); and
(ji) all rights a leasehold interest in the Mineral Rights pursuant to the terms of Seller relating the Mineral Lease, in form and substance substantially identical to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including all such rights listed in Schedule 1.1(jExhibit 2.1(i). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)2.4.
Appears in 1 contract
Assets to be Sold. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Closing, Curative Health Services shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerCurative Health Services, free and clear of any EncumbrancesEncumbrances other than Permitted Encumbrances and Encumbrances set forth as such on Schedule 3.20(c) and 3.20
(i) Software, all of Seller’s 's right, title and interest in and to all of Seller’s property and the following assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including located (the following (but excluding the Excluded "Assets"):
(ai) all leasehold and other title to or interest in the Real Property;
(ii) all Tangible Personal PropertyProperty as of the Closing Date, including those items described in Schedule 1.1(a2.1(a)(ii);
(biii) all Inventories, including those listed in Schedule 1.1(b)Inventories as of the Closing Date;
(civ) all Accounts ReceivableSeller's rights in, including those to and under all the Contracts listed in on Schedule 1.1(c3.6(b). In addition , Schedule 3.17(a) and Schedule 3.20(b) (the "Seller Contracts") and such other contracts that principally relate to the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to BuyerIntellectual Property Assets;
(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;
(ev) all Governmental Authorizations relating to the Procuren Operations listed on Schedule 3.14(b), 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);
(fvi) all of the following data and Records related of Seller principally relating to the operations of Seller, including Procuren Operations and the Peptide Patents: (i) client and customer lists and Records, referral sources(ii) raw data, (iii) research and development reports and Records, (iv) production reports and Records, (v) service and warranty Records, (vi) equipment logs, operating guides and manuals, financial and accounting Records, (vii) the creative materials, advertising materialsmaterials and promotional materials described in Schedule
2.1 (a)(vi), promotional materials, (viii) clinical research or other studies, reportsreports and correspondence with respect thereto, correspondence and other similar documents and Records and(ix) copies of the Personnel Records, subject to Legal Requirements, (x) copies of all personnel Records;financial and accounting Records of Seller relating to the Procuren Operations (if applicable, in compatible electronic format), and (xi) all other data and Records located at the Facilities.
(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);
(hvii) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(iviii) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 1.1(i2.1(a)(viii); and;
(jix) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof in connection with the Procuren Operations (including, including all such rights without limitation, any security deposits under the Seller Leases) which are not listed in Schedule 1.1(j2.2(c) and which are not excluded under Section 2.2(g). All ;
(x) all of the intangible rights and property of Seller relating to the Procuren Operations and the Peptide Patents, including Intellectual Property Assets, going concern value, goodwill, and listings and those items listed on Schedule 3.20(e), Schedule 3.20(f), Schedule 3.20(g) and Schedule 3.20(i); and
(xi) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller and used or held for use in connection with the Facilities, whether or not similar to be transferred to Buyer hereunder are herein referred to collectively the items specifically set forth above, except as the “Assetsset forth in Section 2.2 below.”
(b) [intentionally omitted]
(c) Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to in respect thereof unless the Assets unless Buyer expressly assumes that such Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, the Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers and Buyers shall purchase, and Buyer shall purchase assume and acquire from the Seller, free and clear of any Encumbrances, Liens other than Permitted Liens all of the Seller’s 's right, title and interest in and to all of Seller’s property and assets, realthe Assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding except for the Excluded Assets (the "Assets):"), including but not limited to the following:
(a) all Tangible Personal PropertyAll tangible property, including but not limited to those items described in on Schedule 1.1(a1.1
(a) attached hereto (the "Tangible Property");
(b) all InventoriesAll inventory, including property, plants and equipment, materials and supplies related to the Business, including, but not limited to those listed in items described on Schedule 1.1(bl.l(b) attached hereto (the "Inventory and Equipment");
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to All of the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to Buyer;
Seller's Contracts (dthe "Contracts") all Seller Contracts, including those listed in Schedule 1.1(d), and all outstanding offers or solicitations made by or to the Seller to enter into any ContractContract including, but not limited to, those described on Schedule l.l(c) attached hereto;
(ed) all All Permits, Governmental Authorizations and all pending applications therefor or renewals thereoftherefor, in each case to the extent transferable to Buyerthe Buyers, including but not limited to those listed in on Schedule 1.1(el.l(d) attached hereto ("Permits");
(fe) all All data and Records records related to the operations of Sellerthe Business by the Seller and Parent, including but not limited to client and customer lists and Recordsrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documentations, documents and Records and, records and subject to Legal Requirementsthe legal requirements, copies of all personnel Recordsrecords and other records described above;
(gf) all of the All intangible rights and property of Seller, including Intellectual Property Assetsincluding, going concern valuebut not limited to, goodwill, telephone, telecopy and e-mail addresses and listings, including those items listed in on Schedule 1.1(g);
1.1 (hf) all insurance benefits, including rights and proceeds, arising from or relating to the Assets;
attached hereto (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"Intangible Propertyyy); and
(jg) Customer deposits, all rights of Seller relating accounts receivable related to deposits advance xxxxxxxx, and prepaid expenses, claims for refunds and rights to offset in respect thereofother balance sheet items, including all such rights listed in Schedule 1.1(jthe balance sheet allocations agreed to by the Seller and the Buyers (the "Allocated Balance Sheet"). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively , as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).set forth on w;
Appears in 1 contract
Samples: Asset Purchase Agreement
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers' right, title and interest in and to all of Seller’s property and Sellers' assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assetsonly those items listed in Schedule 2.1(a):
(a) all Real Property, including the Real Property described in Schedule 3.6 and 3.7;
(b) all Current Assets as defined in Section 2.7(a) below;
(c) all Tangible Personal Property, including those items described in Schedule 1.1(a2.1(c);
(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 Sellers' Contracts listed in Schedule 1.1(d2.1(d), and all outstanding offers or solicitations made by or to Seller Sellers 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(e2.1(e);
(f) all data and Records records related to the operations of SellerSellers, 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 Recordsas described in Schedule 2.1(f);
(g) all of the intangible rights and property of SellerSellers, including Intellectual Property AssetsProperty, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, including those items listings listed in Schedule 1.1(g2.1(g);
(h) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Closing Date;
(i) all claims of Seller Sellers 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(i2.1(i); and
(j) all rights of Seller Sellers 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 to be transferred to Buyer hereunder are herein referred to collectively as the “"Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)."
Appears in 1 contract
Assets to be Sold. Upon In reliance on the terms representations and warranties contained in this Agreement and subject to the terms and conditions set forth in of this Agreement, at the Closing Seller shall will sell, convey, assign, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Sellerdeliver, free and clear of any all Claims and Encumbrances (other than Permitted Encumbrances), to Buyer and Buyer will purchase from Seller at the Closing (as such term is defined in Section 3.1) all of Seller’s 's right, title and interest in and to all of Seller’s property 's assets and business (excluding the Excluded Assets as defined in Section 2.2) as the same may exist on the Closing Date (as defined in Section 3.1) (collectively, the "Assets"). The Assets will include without limitation and with the exception of the Excluded Assets, all of the assets (i) which are reflected in Seller's Financial Statements (as defined in Section 4.7), and (ii) which have been acquired by Seller after the date of such Financial Statements, subject, in each case, to the use of raw materials and supplies, collection of accounts receivable, realization of prepaid expenses, performance of contracts in full, expenditure of cash and other dispositions of assets, realall in the ordinary course of business prior to the Closing, personal and subject to the provisions of this Agreement. The Assets to be sold include, but are not limited to, the following:
2.1.1. all of Seller's rights to the Technology, the right to market and distribute the Technology, and the good will associated therewith;
2.1.2. all of Seller's rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) now or mixedpreviously used by Seller in connection with its business, tangible the Technology or otherwise, together with the good will of the business associated with those trademarks, trade names and intangiblelogos;
2.1.3. all of Seller's copyrights (including, without limitation, with respect to the Technology any registrations and applications for registration of those copyrights), and all of Seller's rights of every kind and descriptionnature in and relating to editorial materials, photos, art work, mechanicals and files, together with the good will of the business associated with those copyrights;
2.1.4. all of Seller's past and current mailing lists and customer lists and all materials used for mailing list development, customer promotion and fulfillment of orders;
2.1.5. all of Seller's rights under license agreements, orders, leases, commitments, contracts, arrangements and other agreements (including, but not limited to, orders or agreements for the purchase of supplies and for the receipt of services in connection with the operation of Seller's business) which remain unperformed or unfulfilled on, or by their terms continue in effect after the Closing Date, to the extent such orders, leases, commitments, contracts, arrangements and other agreements are accepted by the Buyer (other than those agreements listed as "Agreements not Assumed" on Schedule 4.15.2), to receive goods and services pursuant to, and to assert claims and take other rightful actions in respect of breaches, defaults and other violations of, such contracts;
2.1.6. all of Seller's other books, records, files, data and proprietary information relating to Seller's business and to its mailing lists, customers and the operation of Seller's business, but excluding account books of original entry and general ledgers (any such excluded records and data to be retained at Seller's executive offices in Austin, Texas, or at such other place in Texas or California as the Seller may notify the Buyer in writing, and made available by Seller (or Seller's successor in interest) for inspection by Buyer at any time during normal business hours for a period of five (5) years after the Closing Date, and Buyer, at its own expense, may make such copies and extracts as it may desire);
2.1.7. all of Seller's accounts receivable;
2.1.8. all of Seller's inventory of advertising, sales and customer material, forms, labels, insert cards, envelopes, promotional materials, and other supplies used in connection with Seller's business;
2.1.9. all computer and automatic machinery software and programs, and all the tangible embodiments thereof (including, by way of example and not limitation, all tapes, disks, cards and all copies stored on the hard disks or other mass storage components of all such computers and automatic machinery), and all the user and other documentation with respect to the foregoing owned by Seller and copies of the foregoing which Seller has the right to copy but does not own;
2.1.10. all machinery, equipment, furniture, furnishings, tools and parts and similar property;
2.1.11. all inventories of paper and other raw materials, work in process, finished products and supplies (collectively, the "Inventories") including Inventories held at any location for or controlled by Seller and Inventories previously purchased and in transit to Seller at such locations;
2.1.12. all other tangible assets owned by Seller;
2.1.13. all products and any products under research or development prior to or on the Closing Date;
2.1.14. all deposits paid on machinery and equipment or other Assets;
2.1.15. all prepaid expenses of Seller;
2.1.16. to the extent the same are transferable, all federal, state or local governmental or regulatory permits, licenses, approvals and franchises which are owned or have been received by Seller in connection with the operation of its business or the ownership of the Assets;
2.1.17. all bank balances, cash on hand and cash equivalents of Seller at the Closing Date; and
2.1.18. all other rights, properties and assets owned by Seller not otherwise described in this Agreement of any character whatsoever, wherever located, including and not expressly excluded from 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), Assets by Section 2.2 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 good will 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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Date, 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 title, and interest in and to all of Seller’s property and properties, assets, and rights, whether real, personal personal, or mixed, tangible and or intangible, of every kind and description, wherever located, that primarily relate to or are used in the business of Seller (the “Business”), including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property, including those items described in Schedule 1.1(a2.1(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 the Seller Contracts, including those Contracts listed in Schedule 1.1(d3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any ContractContract as listed on Schedule 3.20(a);
(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(e3.17(b);
(f) all data and Records related to the operations of SellerBusiness, 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 correspondence, and other similar documents and Records and, subject to Legal Requirements, certified copies of all personnel RecordsRecords and other Records described in Section 2.2(e);
(g) all of the intangible rights and property of Seller, including the Intellectual Property Assets, going concern value, goodwill, telephone, telecopy fax and e-mail addresses and listings, including and those items listed in Schedule 1.1(gSchedules 3.25(c), (d), (e) and (g);
(h) all insurance and warranty benefits, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities;
(i) all claims claims, causes of action, choices in action, rights of recovery and rights of set-off or recoupment of any kind of Seller against third parties relating to the AssetsAssets or the Business, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i2.1(i); and;
(j) all rights of Seller relating to deposits (including security and customer deposits), prepayments, advances, warranties, guarantees, prepaid expenses, claims for refunds and rights to offset in respect thereofthereof related primarily to the Business that are not excluded under Section 2.2(f);
(k) the right to receive and retain mail, including email, and other communications relating to the Business;
(l) all such rights advertising, marketing, promotional and trade show materials and all other printed or written materials relating to the Business; and
(m) all goodwill as a going concern associated with the items listed in Schedule 1.1(j)above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances, all of Seller’s Sellers' right, title and interest in and to the PhotoLoft Business, and all of Seller’s the following property and assets, real, personal or mixed, tangible and intangible, owned or leased, of every kind and description, wherever located, including the following located (but excluding the Excluded Assets):
(a) all Tangible Personal Propertyrights of ownership in and to the PhotoLoft Intellectual Property on a worldwide basis, including those items described including, but not limited to, all rights in Schedule 1.1(a)the PhotoLoft Software and Data and other technology therein, and all source or object code relating thereto, but exclusive of the Working Photo Retained License Rights;
(b) all Inventoriesof the other intangible rights and property of each Seller relating to the PhotoLoft Business or to the utilization of the PhotoLoft Intellectual Property, including including, but not limited to, going concern value, goodwill, telephone, telecopy and e-mail addresses, websites, domain names, and listings and those items listed in on Schedule 1.1(b-------- 3.6(b), Schedule 3.6(n), Schedule 3.6(o) and Schedule 3.6(p), including, ------ --------------- --------------- --------------- but not limited to, all rights to the name "PhotoLoft" and the website at the URL ;
(c) all Accounts Receivableof Sellers' rights in, including those to and under (i) all Third Party Licenses-In and all Third Party Licenses-Out, (ii) all Seller Personnel IP Agreements to the extent, and only to the extent, they relate to the PhotoLoft Business, (iii) all other Seller Contracts to the extent, and only to the extent, that such Seller Contracts obligate Persons party thereto to nondisclosure or non-use of confidential or proprietary information which is PhotoLoft Intellectual Property or which otherwise relates to the PhotoLoft Business, and (iv) all other Seller Contracts listed in Schedule 1.1(c2.1(c) (as such schedule may be amended by written -------------- notice given by Buyer to BrightCube on or before the Closing Date to delete any Seller Contracts listed therein and/or by notice given by Buyer to BrightCube at any time on or after the date hereof to include any additional Seller Contracts). 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 Contractsdata and records relating to the PhotoLoft Business, including those listed in Schedule 1.1(d)including, but not limited to, end-user and customer lists and records, all raw data, all data on client use and experience with the PhotoLoft Business, 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, reports, correspondence and other similar documents and records, and copies of all outstanding offers or solicitations made by or personnel records of Key Personnel and copies of all records described in Section 2.2(c) which relate to Seller to enter into any Contractsuch Key Personnel;
(e) all of Sellers' rights to images and related image data stored by or otherwise acquired by or provided to a Seller in connection with the PhotoLoft Business;
(f) all Tangible Personal Property, including, but not limited to, the equipment listed in Schedule 2.1(f) hereto; ---------------
(g) all Governmental Authorizations relating to the PhotoLoft Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 1.1(e3.15(b);
(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 Assets prior to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentClosing Date, including all such claims listed in Schedule 1.1(i); and
(j) all rights of Seller relating benefits paid after the Closing Date for occurrences prior 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)the Closing Date. All of the property and assets to be transferred to Buyer hereunder hereunder, including, but not limited to, the items referred to in paragraphs (a) through (h) above, but excluding the Excluded Assets, are herein referred to collectively as the “"Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).". ------
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any all Encumbrances other than Permitted Encumbrances, all of Seller’s '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):following:
(a) all Tangible Personal Propertythe equipment, including those items described in Schedule 1.1(amachinery, masks, products under research and development, demonstration equipment, parts, repair materials, packaging materials and other accessories related thereto listed on Exhibit 2.1(a);
(b) all Inventoriesthe inventory of raw materials, including those work-in-progress and finished goods listed in Schedule 1.1(bor provided for on Exhibit 2.1(b);
(c) all Accounts Receivable, including those the furniture and other tangible personal property listed in Schedule 1.1(con Exhibit 2.1(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 accounts receivable arising pursuant to the Assumed 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 thereofSeller's rights and, in each case subject to the extent transferable to BuyerRetained Liabilities, including those obligations under the Contracts listed in Schedule 1.1(eor provided for on Exhibit 2.1(e) (the "Assumed Contracts");
(f) all data and Records related to the operations extent transferable, the Governmental Authorizations held by Seller for the benefit of Sellerthe Business and listed on Exhibit 2.1(f);
(g) the Real Property and fixtures listed on Exhibit 2.1(g);
(h) all records related exclusively to the Assets or Assumed Liabilities, including client and customer lists and Records, referral sources, research and development reports and Recordsreports, production reports and Records, service and warranty Recordsreports, 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 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 Assetsrecords for each Transferred Employee;
(i) all claims of Seller against third parties relating Intellectual Property rights in the materials referred to in Section 2.1(h), and all customer and referral information, trade secrets and designs related exclusively to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentBusiness, including but not limited to any and all rights to the trademarks and trade names "Q-Bit", "Magnum" and "Radian" except to the extent such claims listed in Schedule 1.1(imay be considered an Excluded Asset (the "Purchased Intellectual Property"); and;
(j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset the goodwill associated with the Business including the goodwill associated with the trademarks included in respect thereof, including all such rights listed in Schedule 1.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of Purchased Intellectual Property but excluding any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).goodwill associated with any Excluded Asset; and
Appears in 1 contract
Assets to be Sold. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, conveytransfer, assign, transfer convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, all of Seller’s right, title title, and interest in and to all of Seller’s property and the assets, properties, and rights of every nature, kind, and description, tangible and intangible (including goodwill), whether real, personal personal, or mixed, tangible whether accrued, contingent, or otherwise and intangiblewhether now existing or hereinafter acquired, relating to or used or held for use in the operation of every kind and descriptionthe Business including, wherever locatedwithout limitation, including the following (but excluding the Excluded Assets):
(a) all a. the Tangible Personal Property, including those items described in Schedule 1.1(a);
(b) all Inventories, including those Property listed in Schedule 1.1(b)B.1.a;
(c) b. all Accounts Receivable, including those any cash or cash equivalents assigned to a payable related to an Assumed Liability, the Assigned Bank Accounts, and any deposits, prepayments, or other amounts held by Seller on behalf of any third-party 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;B.1.b;
(d) c. all Seller Contracts, including those all Carrier Contracts, to the extent transferable to Buyer listed in Schedule 1.1(dB.1.c (the “Assumed Contracts”), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) d. all rights to operate the Business as a going concern;
e. all rights of Seller under any non-competition provisions or similar restrictive covenants in any employment agreements with current or former employees or independent contractors of the Business, in each case to the extent transferable to Buyer;
f. 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) g. all data and Records related to the Business and operations of Seller, including the Client Information listed in Schedule B.1.g, and any other 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 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) h. all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Closing Date;
(i) i. all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, and contingent or noncontingent, including all such claims listed in Schedule 1.1(i); and;
(j) j. all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof;
k. all of the Intangible Personal Property of Seller, including all such rights the Intellectual Property Assets listed in Schedule 1.1(j)B.1.k, associated goodwill, going concern value, and the telephone, telecopy, and listings used in connection with the Business and the Assets; and
l. all other properties and assets of every kind, character, and description, tangible or intangible, owned by Seller and used or held for use in connection with the Business, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).B.3.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 1.6 below), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrancescharge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX A as acceptable to Buyer (a "PERMITTED ENCUMBRANCE"), all of Seller’s right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller's private investigations and security consulting business (the "BUSINESS"), including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Propertyequipment, furniture, office equipment, computer hardware, supplies, materials, vehicles, and other items of tangible personal property (other than inventory) of every kind owned or leased by Seller (the "TANGIBLE PERSONAL PROPERTY"), including those items described in Schedule 1.1(aSCHEDULE 2.7(B);
(b) all Inventories, including those listed in Schedule 1.1(btrade accounts receivable and all other accounts or notes receivable of Seller (the "ACCOUNTS RECEIVABLE");
(c) all Accounts Receivableany oral or written contracts or agreement (i) under which Seller has or may acquire any rights or benefits, (ii) under which Seller has or may become subject to any obligation or liability, or (iii) by which Seller or any of the Assets is or may become bound (any such contract or agreement, a "SELLER CONTRACT"), including those Seller Contracts 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 Buyeron SCHEDULE 2.14;
(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 (as defined in SECTION 2.11(B)) 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);
(fe) all data and Records 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 Recordsrecords referenced in SECTION 1.2(E) below;
(gf) all of the intangible rights and property of Seller, including the Intellectual Property AssetsAssets (as defined in SECTION 2.16) and the Proprietary Assets (as defined in SECTION 2.16), going concern value, goodwill, telephone, telecopy telecopy, and e-mail addresses addresses, websites, domain names, and listingslistings including the name "Facticon," abbreviations thereof, including those items listed in Schedule 1.1(g)and Facticon, Inc., or any previous name or names utilized by the Seller;
(hg) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets prior to the Closing Date;
(ih) all claims of Seller against third parties relating to the Assets;
(i) all cash and cash equivalents and all securities and short term investments, whether xxxxxx or inchoateprovided however, known or unknown, contingent or noncontingent, including all the parties agree that any such claims listed in Schedule 1.1(i); andcash and/or cash equivalents will be used to satisy any State tax liens filed upon the Seller priot to Closing;
(j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof which are not excluded under SECTION 1.2(F); and
(k) all other properties and assets of every kind, including all such rights listed in Schedule 1.1(j)character and description, tangible or intangible, of every kind and description, owned by Seller, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” "ASSETS". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall will not include the assumption of any Liability related to liability or obligation in respect thereof unless the Assets unless Buyer expressly assumes that Liability such liability or obligation pursuant to Section 1.4(aSECTION 1.4(A).
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and 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, all of Seller’s '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 only the following assets of Seller used in the Business (but excluding collectively, the Excluded "Purchased Assets):"): ------------------
(a) all Tangible Personal PropertyProduct Inventory held in connection with the operation of the Business (including any such Product Inventory located at any transload shipment site, including those items consignment warehouse or any other offsite location or in transit in any railcar, truck or other mode of transportation, but excluding the Product Inventory described in Schedule 1.1(aSection 2.2(b);
) (bthe "Purchased Inventory") all Inventories(for clarity, including those listed in Schedule 1.1(b);
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition Product Inventory associated with invoices issued prior to the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, Closing shall be deemed 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 have been converted to Seller Accounts Receivable and Product Inventory associated with invoices issued subsequent to enter into any Contract;
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case Closing shall be deemed 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(ibe Purchased Inventory); and
(jb) the goodwill of the Business, comprised of all rights of Seller relating to deposits the intangible property associated with the Business and prepaid expenses, claims for refunds and rights to offset in respect thereofcustomarily described as goodwill, including all such rights listed (but subject to Section 2.2):
(i) the Business Contracts set out in Schedule 1.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing2.1(b)(i) (collectively, the transfer "Assumed Contracts");
(ii) the following records of the Assets pursuant to this Agreement shall not include the assumption of any Liability Seller: (x) customer records, customer lists and other customer information related to the Assets unless Buyer expressly assumes Business as it has been conducted since January 1, 2006, including principal customer contacts, addresses and telephone numbers and an electronic version of the price book for the periods beginning February 1, 2007 and March 1, 2007, however, to the extent that Liability such records relate to Assumed Contracts with terms beginning prior to January 1, 2006, Seller will provide each of the above since the commencement of said Assumed Contract(s) and (y) for each customer located in a country on Schedule 2.2 other than the United States or Canada to whom the Seller has sold or shipped Business products since January 1, 2006, copies of the transaction documents related to the most recent such sale or shipment, in each case except to the extent that Seller has an obligation of confidentiality with respect to such records pursuant to an agreement set forth on Section 1.4(a2.1(b)(ii) of the Disclosure Schedule (collectively, the "Purchased Records"); provided that Seller may retain copies of the Purchased Records; and
(iii) all of the operating procedures, formulas and other similar Know-How and Trade Secrets used in connection with production of the Business products.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, each Seller shall sell, convey, assign, transfer and deliver to Buyerone or more direct or indirect Subsidiaries of Buyer designated in writing by Buyer prior to the Closing Date (each a “Buyer Designee”), and each Buyer Designee shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in and to all of such 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 PropertyProperty of such Seller, including those items described in Schedule 1.1(aPart 2.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b)Inventories of such Seller;
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to the foregoing, Seller hereby agrees that upon receipt Receivable of any cash which arises out of account receivables, to promptly transfer said funds to Buyersuch Seller;
(d) all cash, cash equivalents and short-term investments of such Seller;
(e) all rights of such Seller Contracts, under the Seller Contracts of such Seller (including those listed in Schedule 1.1(dPart 3.19(a), but excluding those listed in Part 2.2(c), and all outstanding offers or solicitations made by or to any such Seller to enter into any Contract);
(ef) all Leases of such Seller (including any Amended Affiliate Lease entered into pursuant to Section 5.10);
(g) all Governmental Authorizations of such Seller and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyerthe Buyer Designee, including those listed in Schedule 1.1(ePart 3.16(b);
(fh) all data and Records related to the operations of such 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, Records relating to Taxes imposed on the Assets, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel RecordsRecords (with the exception of employee medical records required by applicable Legal Requirements to be confidentially maintained) and other Records described in Section 2.2(d);
(gi) all of the intangible rights and property of Sellersuch Seller related to the Business, including Intellectual Property AssetsProperty, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, including listings and those items listed in Schedule 1.1(gParts 3.24(b) and 3.24(f);
(hj) all insurance benefitspolicies and rights thereunder which Buyer and Seller Representative have mutually determined to transfer to Buyer or any Buyer Designee in accordance with Section 10.15 (including any insurance policies or rights in respect of any Assumed Benefit Plans, but excluding insurance policies in respect of any Target Benefit Plans that are not Assumed Benefit Plans);
(k) all insurance benefits of such Seller, including (i) rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement, and (ii) rights and proceeds, arising from or relating to any Assumed Benefit Plans prior to the Effective Time, but excluding insurance benefits in respect of the Target Benefit Plans that are not Assumed Benefit Plans;
(il) all claims of such Seller against third parties Third Parties relating to the AssetsBusiness, whether xxxxxx cxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i); and;
(jm) all rights of such Seller relating to deposits and prepaid expensesexpenses (including, without limitation, any deposits or bonds held by any Governmental Body in respect of any Liquor License), claims for refunds and rights to offset in respect thereof;
(n) all rights in connection with and assets of the Assumed Benefit Plans; and
(o) any other assets owned, including all used or held for use by such rights listed Seller in Schedule 1.1(j)the operation of the Business. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)
Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller will, at the Closing Seller shall closing provided for in Section 1.8 hereof (the "Closing"), 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 rightthe assets used in or associated with the Business (the "Assets"), title and interest in and to all of Seller’s property and assetsincluding, realwithout limitation, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):following:
(a) all of Seller's equipment, inventory, work-in-process, fixtures, furnishings, supplies, tools, machinery, motor vehicles ("Vehicles") and other tangible assets used in or associated with the Business ("the Tangible Personal Property"), including those items described in all as more specifically listed on Schedule 1.1(a), all such Tangible Personal Property and Vehicles to be free and clear of all liens, other than liens to which Buyer consents in writing (the "Permitted Liens");
(b) all Inventoriesof Seller's data, records, files and papers relating to the Assets and the Business, including those listed but not limited to client contracts, files and records in Schedule 1.1(brespect of sales, sales, distribution and purchase correspondence, research and development records, procedure manuals, product mixing recipes and guidelines, job records, records of present and former customers (including credit histories), suppliers and employees, mailing lists and prospect lists, and other records relating to the Assets and/or the operation of the Business;
(c) all Accounts Receivablethe accounts receivable and goodwill of the going business concern of Seller as it relates to the Business, including those listed in Schedule 1.1(c). In addition to the foregoingname "State Line Bark & Mulch," all tradenames, Seller hereby agrees that upon receipt trademarks, phone numbers, e-mail addresses, websites, URL, and domain names of any cash which arises out of account receivables, to promptly transfer said funds to BuyerSeller;
(d) all Seller Contractsthose software, including those listed in Schedule 1.1(d)software licenses, license agreements, and all outstanding offers other contracts, agreements or solicitations made certificates for the use of software held by or to Seller to enter into any ContractSeller;
(e) all Governmental Authorizations rights and all pending applications therefor or renewals thereof, interests of Seller as of the Closing Date in each case and to the extent transferable to Buyer, including those contracts and agreements listed in Schedule 1.1(e) attached hereto (the "Ancillary Agreements"), and including all contracts and agreements with clients of Seller, but excluding those contracts as to which Buyer has notified Seller prior to the Effective Time that Buyer does not wish to receive an assignment; provided that nothing herein shall be construed to constitute compliance with ss. 4204(a) of the Employment Retirement Income Security Act of 1974, as amended, or to require the parties to take any action that would transfer any multiemployer plan liability to Buyer;
(f) all data and Records related transferable or assignable permits (including state or local permits for all manufacturing activities), licenses, authorizations, approvals or indicia of authority held by Seller as of the Closing Date (as defined in Section 1.8 herein) with respect to the operations ownership or operation 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 the Business or the Assets; and, subject to Legal Requirements, copies of all personnel Records;
(g) Seller's rights under all of the intangible rights its present and property of Sellerformer insurance policies, including Intellectual without limitation workers' compensation, product liability and general liability insurance and any other insurance required to be held by law, to the extent such rights are transferable and subject to the consent, if any of the insurer (such consent not to be a condition to the Closing). Buyer and Seller agree that the containerized trees owned by Seller and located on a portion of the Property Assets, going concern value, goodwill, telephone, telecopy (the "Containerized Trees") and e-mail addresses and listingsthe personal effects of Shareholders, including those items listed in Schedule 1.1(g);
(h) all insurance benefitsartwork, including rights shall be excluded from the Assets and proceeds, arising from or relating shall not be subject 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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assetstransactions contemplated hereby.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
Assets to be Sold. Upon On the Closing Date (as defined in Article 8 hereof), subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver sell to the Buyer, and the Buyer shall purchase and acquire from Seller, all of the following categories of assets and properties of the Seller as of the Closing Date, whether or not reflected on the books and records of the Seller (collectively, the "Assets"), free and clear of any Encumbrancesall liens, mortgages, claims and encumbrances other than Permitted Liens as defined in Section 3.7 below:
(a) All inventory of raw materials, work-in-process and finished goods, and all packaging and shipping inventory of Seller;
(b) All accounts receivable and notes receivable of Seller, all rebates due Seller and all other amounts refundable to or realizable by Seller in connection with any aspect of its business, whether now existing or hereafter arising, including without limitation the proceeds of insurance and amounts receivable under interest rate protection arrangements;
(c) Except for a cash reserve (the "Cash Reserve") of $35,000 to be retained by Seller to satisfy the obligations set forth on Schedule 1.1(c) (which amount and Schedule may be modified by mutual agreement of Seller and Buyer prior to Closing), all cash, cash equivalents, prepaid expenses and other current assets of Seller and the rights to any portion of the Cash Reserve remaining unused after the date of the initial post-Closing adjustment payment (or date on which it is determined that the adjustment is zero) pursuant to Section 1.2(c)(ii) below;
(d) All machinery, equipment, vehicles, furniture, furnishings, leasehold improvements, computer equipment and peripherals, and related spare parts and supplies of Seller’s , together with all manuals, maintenance records, written warranties and other similar documents relating thereto;
(e) All real property and interests in real property owned by Seller, if any, together with all improvements, additions and systems attached thereto or a part thereof;
(f) All right, title and interest of Seller in and to all leases of real property or tangible personal property, if any, to which Seller is a party and which are disclosed in this Agreement, including the schedules hereto;
(g) All right, title and interest of Seller in and to agreements by which any current or former employee or other third party agrees to maintain the confidentiality of nonpublic information concerning Seller, or to refrain from competing with Seller, or to refrain from soliciting the employees or customers of Seller;
(h) All right, title and interest of Seller in and to all other executory contracts and commitments of Seller which are assumed by Buyer in accordance with Section 2.1 below;
(i) All right, title and interest of Seller in and to its corporate name and derivatives thereof, the "GABCO" name and logo, all trademarks, trade names, trade dress, patents, copyrights, franchises, discoveries, recipes, techniques, formulas, product formulations and other know-how, all applications and licenses therefor, and all goodwill of Seller relating thereto, used or usable in the Seller's business;
(j) All of Seller's designs, models, prototypes, plans, specifications, drawings and everything related thereto;
(k) All of Seller's sales materials, catalogs, and advertising materials;
(l) All records and files pertaining to Seller's business, customers and suppliers, including, without limitation, sales records, correspondence with customers, customer files and account histories, and records of purchases from and correspondence with suppliers;
(m) All rights, claims, causes of action, privileges and defenses of Seller against (i) any present or former insurer of risks relating to the operations, liabilities, facilities, business or work force of the Seller or the Acquired Subsidiaries, and (ii) any other third party with respect to any of the other assets listed in this Section 1.1 and/or any of the Assumed Liabilities;
(n) One hundred percent (100%) of the outstanding common stock of SevenJNev; and
(o) The Seller's one percent (1%) general partnership interest and related capital account in SevenJTex, together with all right, title and interest of Seller under the certificate of limited partnership, limited partnership agreement or other written instrument setting forth the rights and privileges of the general and limited partners of SevenJTex; and
(p) All other assets of Seller of any kind or description, excluding only the Seller's right to receive the consideration payable by Buyer and Parent hereunder, and the Seller's right, title and interest in and to all this Agreement and each other agreement or instrument executed and delivered for the benefit 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 Seller pursuant to the foregoingcompletion of the Transaction, Seller hereby agrees that upon receipt and the Seller's right to assert any claim for the enforcement of any cash which arises out of account receivables, to promptly transfer said funds to Buyer;
the foregoing. The Assets identified in paragraphs (d) all Seller Contracts, including those listed in Schedule 1.1(df), 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 to be transferred to Buyer hereunder are herein referred to collectively herein as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a"Executory Contracts").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (International Menu Solutions Corp)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at on the Closing Seller Date, Sellers shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any Encumbrances and Buyer shall purchase and acquire from Seller, free and clear of any EncumbrancesSellers, all of Seller’s Sellers' right, title and interest in and to all of Seller’s the following Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind where located on the Closing Date and description, wherever located, including in the following condition it is in on the Closing Date (but excluding the Excluded Assets):
(a) the designated leasehold and other title to, estate or interest in all Tangible Personal Property, including those items Leased Real Property described in Schedule 1.1(a2.1(a);
(b) all Tangible Personal Property and Inventories, including those listed described in Schedule 1.1(b2.1(b) (as is, where is with no warranties, including the exclusion of the warranties of merchantability and fitness for a particular purpose), but not including the Excluded Assets;
(c) all the Accounts Receivable, including those listed Receivable as of the Closing as specified in Schedule 1.1(c). In addition to 2.1(c) including any work in progress, except the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to BuyerRetained Accounts Receivable listed and described in Section 2.2;
(d) all Seller Sellers' rights in, to and under the Sellers Contracts, including those listed in Schedule 1.1(d2.1(d), and all (oral or written) outstanding offers offers, solicitations for any work in progress, to the extent the performance of such Sellers Contract is guaranteed by Buyer and legally assignable or solicitations made by or to Seller to enter into any Contracttransferable;
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent legally transferable to Buyer, including those listed in Schedule 1.1(e2.1(e);
(f) all copies of the data and Records related to the operations of SellerSellers, including client and customer lists and Recordslists, referral sources, research and development reports and Records, production reports and Records, service and warranty Recordswarranties relating to or constituting equipment logs, equipment logswarranties, operating guides and manuals, financial and accounting Records, creative materialscustomer account records, advertising materials, promotional materials, studies, reports, correspondence communications and other similar documents and Records and, subject to Legal Requirements, as well as copies of all personnel RecordsRecords (if employee so consents) of employees of Sellers hired by Buyer to the extent legally transferable and consented to by such employee and other such Records described in Schedule 2.1(f), but excluding attorney-client communications and attorney work product of Sellers;
(g) all the of the intangible rights and property of SellerSellers, including Intellectual Property AssetsSellers' names "Diamond Air Drilling Services, going concern valueInc." and "Marquis Bit Co., goodwillL.L.C." and any derivatives of such names, telephoneand assumed names, telecopy trading names, good-will, telephone numbers, facsimile numbers and e-mail addresses addresses, websites and listings, including listings and those items listed in Schedule 1.1(g2.1(g);; and
(h) all insurance benefitsof the Sellers interest, including rights in that certain U. S. Patent Application regarding the "A Percussion Hammer Bit Retainer Apparatus" Provisional Application No. 601427,775 and proceeds, arising from or relating to the Assets;
Non-Provisional Application No. 101718,167 (i"PATENT") 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 foregoing property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” "ASSETS". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to in respect thereof unless the Assets unless Buyer expressly assumes that such Liability pursuant to Section 1.4(a)2.4(a) of this Agreement.
Appears in 1 contract
Assets to be Sold. Upon Subject to Section 2.2, the terms other provisions of this Agreement and subject to the conditions set forth in this AgreementApproval Order, at the Closing Seller Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, 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 accept the following assets and rights (but excluding collectively, the Excluded "Assets):");
(a) With respect to 79 superstores and 23 specialty stores (collectively, the "Subject Stores"), the leases or subleases and all Tangible Personal amendments thereto under which each Seller is a lessor or lessee or sublessor or sublessee of real property relating to the operation of the Business (collectively, the "Real Property Leases") and any real property which is owned by such Seller (including two of the superstore Subject Stores and the Birmingham, Alabama corporate headquarters) and which is used in the operation of the Business (the "Owned Real Property"), including those items described in each as listed on Schedule 1.1(a2.1(a);
(b) all Inventories, including those The equipment leases which relate to equipment used in the operation of the Business (the "Equipment Leases") and are listed in on Schedule 1.1(b2.1(b);
(c) all Accounts ReceivableThe furniture, fixtures, equipment, machinery, supplies, computer hardware and software and other tangible personal property owned by each Seller and pertaining to the operation of the Business, including those listed equipment related to Sellers' satellite dish networks and the production studio located at Sellers' Birmingham, Alabama headquarters (collectively, the "Equipment"), and all warranties, if any, express or implied, existing for the benefit of such Seller in Schedule 1.1(c). In addition connection with the Equipment to the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to Buyerextent transferable;
(d) all Seller ContractsAny licenses, including those permits, franchises and other authorizations of any Governmental Entity relating to the Assets and to the operation of the Business (collectively, the "Permits") including, but not limited to, the Permits listed in on Schedule 1.1(d2.1(d), and all outstanding offers to the extent the same are transferable or solicitations made by or to Seller to enter into any Contractassignable;
(e) all Governmental Authorizations The contracts and all pending applications therefor or renewals thereof, in each case agreements of the Sellers which pertain to the extent transferable to Buyeroperation of the Business and are listed on Schedule 2.1(e) (collectively, including those listed in Schedule 1.1(ethe "Assumed Contracts");
(f) The merchandise inventory held for sale by Sellers, located at the Subject Stores and at the 15 stores listed on Schedule 2.1(f) (collectively, the "Inventory"), and all data and Records related warranties, if any, express or implied, existing for the benefit of Sellers in connection with the Inventory, 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 Recordsextent transferable;
(g) all Any books, records, files or papers of Sellers, whether in hard copy or computer format, relating to the Assets or to the operation of the Business, including, without limitation, management information systems or software, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, Tax records and returns, customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control data, if any, or any other intangible rights property 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)applications for the same;
(h) Any of Sellers' right, title or interest in or to any of Sellers' packaging designs or trade dresses, any derivatives or combinations thereof, any patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, or copyright registrations, web sites, URL addresses, registrations, intranet networks, customer databases (including with respect to "family plan" program and Sellers' websites) and all insurance benefitshardware, including rights software or systems supporting the foregoing, including, without limitation, the names Just for Feet, Athletic Attic, Imperial Sports and proceedsSneaker Stadium (collectively, arising from or relating to the Assets"Intellectual Property"), including, but not limited to, the Intellectual Property listed on Schedule 2.1(h);
(i) all any insurance claims of Seller against third parties relating or proceeds with respect to the Assets, whether xxxxxx Assets or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i)the Business for which a casualty occurred after the date hereof and prior to the Closing Date; 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 those assets listed in on Schedule 1.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.1(j).
Appears in 1 contract
Assets to be Sold. Upon Subject to the terms and subject conditions of this Agreement and in reliance on the representations and warranties of the other party hereto, Seller hereby agrees to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assigntransfer, transfer and deliver assign to BuyerBuyer at the Closing, and Buyer shall hereby agrees to purchase from Seller the Business as a going concern, including all of the property, assets, good will, Intellectual Property, and acquire from Sellerother property of Seller relating to the Business of whatever kind, free nature and clear of any Encumbrancesdescription and wherever situated, but excluding the Excluded Assets, including, without limitation, all of Seller’s right, title and interest in and to all the following:
2.1.1. All the machinery, equipment, molds, furniture, instrumentation and other tangible personal property of Seller’s property and assetsthe Seller relating to the Business including, realwithout limitation, 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)2.1.1 ;
(b) all Inventories2.1.2. All of the Inventory, including except for such Inventory as shall have been sold by the Seller in the ordinary course of business from the date hereof through the Closing Date;
2.1.3. All contracts, service agreements, purchase orders, or outstanding proposals between the Seller and customers and suppliers of the Business, including, without limitation, those listed in Schedule 1.1(b)2.1.3;
(c) all Accounts Receivable2.1.4. All interest in machinery and equipment leased under the leases listed on Schedule 2.1.4 used to mold, including those listed manufacture and test the Products or otherwise used in Schedule 1.1(c). In addition the Business that Seller may have upon payment to the foregoing, Seller hereby agrees that upon receipt lessor of any cash which arises the respective buy-out of account receivables, to promptly transfer said funds to Buyeramounts listed thereon;
(d) all 2.1.5. All customer lists, supplier lists, mailing lists, sales and financial records and other records, data and files of the Seller Contracts, including those listed in Schedule 1.1(d), and all outstanding offers or solicitations made by or relating to Seller to enter into any Contractthe Business;
2.1.6. All Purchased IP of the Seller relating to the Business or used, useful or related to the development, marketing, manufacture or sale of the Products (eincluding rights to the name “Bentec Scientific” as provided in Section 6.3 hereof) all Governmental Authorizations and all pending applications therefor or renewals thereofincluding without limitation, in each case those set forth on Schedule 2.1.6;
2.1.7. All non-disclosure agreements with non-employees (to the extent transferable the same may be assigned, and to Buyerthe extent the same may not be assigned, Seller agrees to provide whatever assistance is reasonably required to enforce Seller’s rights thereunder, including those listed in Schedule 1.1(ethe execution of a power of attorney on behalf of Buyer to take actions and execute documents on Seller’s behalf, which execution, upon such circumstances, shall not be unreasonably withheld or delayed by Seller);
(f) , all data employee agreements, non-disclosure agreements with employees and Records consulting agreements of Seller related to the operations Business, including, without limitation, those described in Schedule 2.1.7;
2.1.8. All permits, licenses, certificates of Selleroccupancy, 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 governmental authorizations 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 approvals of Seller relating to deposits and prepaid expensesthe Business (hereinafter “Permits”), claims for refunds and rights to offset in respect thereofincluding, including all such rights without limitation, those listed in on Schedule 1.1(j)2.1.8; and
2.1.9. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively not described in this Subsection 2.1 used in connection with the operation of the Business as reflected on the “Balance Sheet except the Excluded Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
Assets to be Sold. Upon the terms by Each Seller and subject to the conditions set forth in this AgreementPurchased by Purchaser No. 1. -----------------------------------------------------------------------
1. The Purchased Assets No. 1 shall include, 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 but not be limited to:
(a) The tangible personal property and assetsassets of each Seller of every kind and description, 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 Propertyused in Business No. 1, including without limitation, all such assets as reflected on the December 31, 1999 Pro Forma Balance Sheet No. 1 (excepting those items described assets disposed of, and including those assets acquired, in Schedule 1.1(athe ordinary course of business since the date of the December 31, 1999 Pro Forma Balance Sheet No. 1);.
(b) all InventoriesAll intangible assets of each Seller which are used in Business No. 1 of Sellers, including those listed without limitation, all purchase orders, contract rights and agreements, work in Schedule 1.1(bprocess, customer lists, supplier agreements, patents, trademarks and service marks (including the goodwill associated with the marks), office supplies, computer programs, claims of each Seller, the right to use of the corporate and trade names of or used by each Seller, or any derivative thereof, as all or part of a corporate or trade name;
(c) all Accounts ReceivableAll investment securities, including those listed in Schedule 1.1(c)cash and cash equivalents and customer notes receivable relating to Business No. 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 Buyer1;
(d) all Seller ContractsAll inventory of Business No. 1 which shall be valued on a moving average basis at the lower of cost of acquisition, including those listed in Schedule 1.1(d)less any trade or cash discounts, and all outstanding offers or solicitations made by or to Seller to enter into any Contractmarket;
(e) all Governmental Authorizations All accounts receivable and all pending applications therefor or renewals thereof, in each case vendor receivables relating to the extent transferable to Buyer, including those listed in Schedule 1.1(e)Business No. 1;
(f) all data and Records related to the operations Certain vehicles 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 Recordseach Seller set forth on attached Exhibit A;
(g) all of the intangible rights and property of SellerAll prepaid expenses applicable to Business No. 1, 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)but not limited to all prepaid software licenses;
(h) all insurance benefitsAll vendor rebates, including rights spiff money, retainage amounts under any contracts and proceeds, arising from or any customer deposits relating to the AssetsBusiness No. 1;
(i) all claims All distribution contracts and authorizations of each 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); andBusiness No. 1;
(j) All base artwork, photo materials, plates (if owned by such Seller), separations and other materials that are used by such Seller for printing brochures and promotional materials including all intellectual property rights therein relating to Business No. 1;
(k) The assignment of any telephone numbers used in Business No. 1 of each Seller;
(l) The entire right, title, benefit and interest of each Seller now existing or hereafter arising, in or to all indemnities, guaranties, warranties, claims and choses of action of each Seller against other parties with respect to Purchased Assets No. 1, including by way of example and not limitation, any rights under insurance policies and any other rights thereunder, but only with respect to Purchased Assets No. 1;
(m) Each Seller's rights under the agreements set forth in Schedule 2.2(m) with respect to the parties set forth therein, pursuant to which such parties agreed not to disclose, use or communicate information regarding such parties' business (which is part of Business No. 1) and not to engage in certain activities competitive with Business No.
(n) All other fees, assets, property, business and going concern value, and rights of each Seller relating (including the rights under covenants or agreements not to deposits and prepaid expensesdisclose confidential information or not to compete, claims for refunds if any) and rights under the respective asset purchase agreements, stock purchase agreements or other documents set forth on Disclosure Schedule 2.2(n) (and related documents) pursuant to offset in respect thereof, including all which such rights listed in Schedule 1.1(j). All Seller acquired certain of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)parties set forth in such Disclosure Schedule.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)
Assets to be Sold. Upon (a) On the terms and subject to the conditions set forth in of this Agreement, at Seller shall, on the Closing Seller shall Date, sell, convey, assign, transfer transfer, convey and deliver to BuyerPurchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any Encumbranceson the Closing Date, all of Seller’s 's right, title and interest in and to all of Seller’s property and the following assets, realin each case owned or leased by Seller and used primarily or, personal or mixedin the case of clause (iv) of this Section 1, tangible and intangiblesolely in connection with the business of Cray Solutions at the Closing Date (collectively, of every kind and description, wherever located, including the following (but excluding the Excluded "Assets"):
(ai) all Tangible Personal Propertythe office lease agreement, including those items described dated October 20, 1993, between Metropolitan Life Insurance Company, as landlord, and Cray Research, Inc. (as successor in Schedule 1.1(ainterest of Savant Systems, Inc.), as tenant (the "Dallas Lease");
(bii) all Inventoriesfurniture, including those listed in Schedule 1.1(bfixtures, equipment, machinery and other tangible personal property at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Dallas Facility");
(ciii) all Accounts Receivablebooks of account, including those listed in Schedule 1.1(c). In addition to the foregoinggeneral, Seller hereby agrees that upon receipt of any cash which arises out of account receivablesfinancial, to promptly transfer said funds to Buyer;
(d) all Seller Contractstax and personnel records, including those listed in Schedule 1.1(d)invoices, 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, reportssupplier lists, correspondence and other similar documents documents, records and Records and, subject to Legal Requirements, copies of files and all personnel Recordscomputer software and programs and any rights thereto;
(giv) all of the intellectual property, goodwill, trade secrets and other intangible personal property;
(v) all sales and promotional literature, customer lists and other sales-related materials; and
(vi) all rights under all contracts, subcontracts, licenses, sublicenses, agreements, leases, purchase orders, customer orders, commitments and property similar binding arrangements of Seller, including Intellectual Property Assetsincluding, going concern valuewithout limitation, goodwill, telephone, telecopy all non-compete agreements between Seller and e-mail addresses and listings, including those items listed in Schedule 1.1(g);any Transferred Employee.
(hb) all insurance benefitsNotwithstanding the foregoing, including rights and proceeds, arising from the Assets shall exclude the following assets owned or relating to leased by Seller (the "excluded Assets;"):
(i) all claims of Seller against cash, cash equivalents and bank accounts;
(ii) all accounts receivable, notes and other amounts receivable from third parties relating (including, without limitation, customers and employees) arising from the conduct of the business of Cray Solutions on or before the Closing Date, including, without limitation, all amounts receivable under invoices for services performed by Cray Solutions on or before July 31, 1996;
(iii) all claims, causes of action, chases in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds) pertaining to, arising out of or inuring to the Assets, whether xxxxxx benefit of the business of Cray Solutions on or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i); andbefore the Closing Date;
(jiv) all rights of Seller relating in and to deposits the names "Cray" and prepaid expenses"Cray Solutions" ;
(v) all rights of Seller under the consulting services agreement, claims for refunds dated March 1, 1995 (the "TIG Agreement"), between TIG Insurance Company and Cray Research, Inc.; and
(vi) all rights to offset in respect thereof, including all such rights listed in Schedule 1.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to Seller under this Agreement shall not include the assumption of and any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)agreements ancillary hereto.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, Seller shall sell, convey, assign, transfer sell and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, free and clear of any all 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 the following (but excluding the Excluded Assets):following:
(a) all Tangible Personal Propertythe equipment, including those items described in Schedule 1.1(amachinery, masks, products under research and development, demonstration equipment, parts, repair materials, packaging materials and other accessories related thereto listed on Exhibit 2.1(a);
(b) all Inventoriesthe inventory of raw materials, including those work-in-progress and finished goods listed in Schedule 1.1(bor provided for on Exhibit 2.1(b);
(c) all Accounts Receivable, including those the furniture and other tangible personal property listed in Schedule 1.1(con Exhibit 2.1(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 accounts receivable arising pursuant to the Assumed 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 thereofSeller’s rights and, in each case subject to the extent transferable to BuyerRetained Liabilities, including those obligations under the Contracts listed in Schedule 1.1(eor provided for on Exhibit 2.1(e) (the “Assumed Contracts”);
(f) all data and Records related to the operations extent transferable, the Governmental Authorizations held by Seller for the benefit of Sellerthe Business and listed on Exhibit 2.1(f);
(g) the Real Property and fixtures listed on Exhibit 2.1(g);
(h) all records related exclusively to the Assets or Assumed Liabilities, including client and customer lists and Records, referral sources, research and development reports and Recordsreports, production reports and Records, service and warranty Recordsreports, 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 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 Assetsrecords for each Transferred Employee;
(i) all claims of Seller against third parties relating Intellectual Property rights in the materials referred to in Section 2.1(h), and all customer and referral information, trade secrets and designs related exclusively to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentBusiness, including but not limited to any and all rights to the trademarks and trade names “Q-Bit”, “Magnum” and “Radian” except to the extent such claims listed in Schedule 1.1(imay be considered an Excluded Asset (the “Purchased Intellectual Property”); and;
(j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset the goodwill associated with the Business including the goodwill associated with the trademarks included in respect thereof, including all such rights listed in Schedule 1.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of Purchased Intellectual Property but excluding any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).goodwill associated with any Excluded Asset; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrancesencumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller’s '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, as listed in Exhibit "A" (the "Tangible Personal Property, including those items described in Schedule 1.1(a");
(b) all Inventoriescash on deposit, cash equivalents and short-term investments on hand prior to consummation of this transaction, including those listed amounts received from a business for which Seller has agreed to provide PEO services ("Clients") in Schedule 1.1(b);connection with the performance by Clients of obligations under their PEO Contracts with Seller and for which Seller has a corresponding obligation that constitutes an Assumed Liability and all funds on deposit or in restricted accounts for the purpose of securing insurance coverage.
(c) all accounts receivable, as listed in Exhibit "B" (the "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 Contractscontracts with customers and suppliers, including those as listed in Schedule 1.1(d)Exhibit "C", and which includes all outstanding offers or solicitations made by or to Seller to enter into any Contractcontract (the "Contracts");
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those as listed in Schedule 1.1(eExhibit "D" (the "Governmental Authorizations");
(f) all insurance programs being offered by Seller to its PEO (Professional Employer Organization) customers, as listed in Exhibit "E" (the "Insurance Programs");
(g) all interest in and securities owned of all subsidiary operations and corporations as listed in Exhibit "F";
(h) all claims for refund of taxes and other governmental charges of whatever nature; and
(i) all data and Records records related to the operations of Seller, including client and customer lists and Recordsrecords, referral sources, market research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manualsreports, financial and accounting Records, creative materialsrecords, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records andrecords, subject to Legal Requirementswhich shall be preserved by Buyer as provided in Paragraph 10.8, copies of all personnel Recordsbelow;
(gj) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwillintellectual property assets, 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;
(ik) 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
(jl) 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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the The transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)liability herein.
Appears in 1 contract
Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 8.1 hereof) Seller shall sell, transfer, convey, assign, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, all of Seller’s 's right, title and interest in and to all of Seller’s property 's assets (wherever located, tangible and assetsintangible, real, personal or mixed, tangible whether known or unknown, accrued or contingent, and intangiblewhether or not carried on the books and records of Seller) and the Business (and the goodwill associated therewith) as a going concern (collectively, of every kind and descriptionthe "Assets") (excluding only the assets specified in Section 2.2 hereof), wherever locatedincluding, including but not limited to, the following (but excluding the Excluded Assets):following:
(a) all Tangible Personal Property, including those items described of Seller's cash and cash equivalents on hand or in Schedule 1.1(a)banks;
(b) all Inventoriesmachinery, including those listed equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in Schedule 1.1(bfavor of any other Person);
(c) all Accounts Receivableinventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies, wherever located including those listed any items in Schedule 1.1(ctransit to Seller (the "Inventory"). 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 Contractsrights in and to products sold or leased (including unpaid sellers' rights of rescission, including those listed replevin, reclamation and rights to stoppage in Schedule 1.1(dtransit), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) all Governmental Authorizations and of the rights of the Seller under all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerContracts, including those listed the Services Agreement, and any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such Contracts and to assert claims and take other rightful actions in Schedule 1.1(e)respect of breaches, defaults and other violations of such Contracts;
(f) all data credits, prepaid expenses, deferred charges, advance payments, security deposits 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 Recordsprepaid items;
(g) all notes and accounts receivable held by the Seller and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person held by the intangible rights and property of Seller, including Intellectual Property Assetsall rights to receive refunds, going concern value, goodwill, telephone, telecopy rebates and e-mail addresses and listings, including those items listed in Schedule 1.1(g)coop or promotional funds of any kind;
(h) all insurance benefitsIntellectual Property and all rights thereunder or in respect thereof relating to or used or held for use in connection with the Business, including rights to sue xxx and proceedsremedies against past, arising from or relating to present and future infringements thereof, and rights of priority and protection of interests therein under the Assetslaws of any jurisdiction worldwide and all tangible embodiments thereof;
(i) all claims of Seller against third parties relating to the Assetsbooks, whether xxxxxx records, manuals and other materials (in any form or inchoate, known or unknown, contingent or noncontingentmedium), including all such records and materials maintained at each office or place of business of Seller, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files;
(j) to the extent their transfer is permitted by law, all Permits, including all applications therefor;
(k) all rights to causes of action, lawsuits, judgments, claims listed in Schedule 1.1(i)and demands of any nature available to or being pursued by the Seller with respect to the Business or any Contract, including the Services Agreement, whether arising prior to or following the date hereof, or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise; and
(jl) all guarantees, warranties, indemnities and similar 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 favor of the property and assets Seller with respect to be transferred to Buyer hereunder are herein referred to collectively as the “Assetsany Asset.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrancesencumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller’s '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, as listed in Exhibit "A" (the "Tangible Personal Property, including those items described in Schedule 1.1(a");
(b) all Inventoriesaccounts receivable, including those as listed in Schedule 1.1(bExhibit "B" (the "Accounts Receivable");
(c) all Accounts Receivablecontracts with customers and suppliers, including those as listed in Schedule 1.1(c). In addition to the foregoingExhibit "C", 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 includes all outstanding offers or solicitations made by or to Seller to enter into any Contractcontract (the "Contracts");
(ed) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those as listed in Schedule 1.1(eExhibit "D" (the "Governmental Authorizations");
(e) all insurance programs being offered by Seller to its PEO (Professional Employer Organization) customers, as listed in Exhibit "E" (the "Insurance Programs");
(f) all data and Records records related to the operations of Seller, including client and customer lists and Recordsrecords, referral sources, market research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manualsreports, financial and accounting Records, creative materialsrecords, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records andrecords, subject to Legal Requirementswhich shall be preserved by Buyer as provided in Paragraph 10.8, copies of all personnel Recordsbelow;
(g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwillintellectual property assets, 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
(ji) 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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the The transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)liability herein.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth Except as otherwise provided in this AgreementSection 1.2, at the Closing (as defined in Section 4), the Seller shall sell, convey, assign, transfer and deliver to Buyer, and the Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances, all of Seller’s rightthe assets, title properties, rights and interest in business of the Seller of every type and to all of Seller’s property and assetsdescription, real, personal or and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively called the "Purchased Assets"), including, without limitation:
(i) those assets, properties and rights reflected on the Balance Sheet (as defined in Section 5.4) (subject to changes therein through the Closing Date (as defined in Section 4)) or otherwise referred to in this Agreement or any Schedule hereto, including, without limitation, all inventory of the Seller;
(ii) the Seller's lists of customers;
(iii) the Seller's right to use the names New England Audio Resource, Inc., NEAR and all variants thereof;
(iv) all of the Seller's interest in and claims and rights under contracts and other agreements, Permits (as hereinafter defined), titles, and patents, trademarks, copyrights and other intellectual property and applications therefor which are referred to in this Agreement or any Schedule hereto (subject to changes therein through the Closing Date);
(v) the books and records of the Seller relating to the Purchased Assets;
(vi) the goodwill of the Seller; and
(vii) all other assets, properties, rights and business of every kind and description, wherever located, including nature owned or held by 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 Recordsor in which the Seller has an interest, 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 on 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 inchoateClosing Date, known or unknown, fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or noncontingentotherwise, including all such claims listed whether or not specifically referred to 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)this Agreement. All In confirmation of the property foregoing sale, assignment and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoingtransfer, the transfer of the Assets pursuant to this Agreement Seller shall not include the assumption of any Liability related execute and deliver to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).at the Closing a xxxx of sale and assignment agreement (the "Xxxx of Sale and Assignment") substantially in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bogen Communications International Inc)
Assets to be Sold. Upon Subject to Section 2.2 below, at the Closing, upon the terms and subject to the conditions set forth in this Agreementhereof, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and acquire from Selleraccept, free and clear of any Encumbrances, all the Acquired Assets. The Acquired Assets shall include the following:
(a) All of Seller’s rightrights, title and interest in and to:
(i) All Customer accounts for Services and other accounts with Customers, including those set forth on the Preliminary Customer List who remain Customers as of the Closing Date, together with any contracts or agreements with Customers pursuant to which Seller provides Services, including without limitation Seller Terms of Service and Services Agreements (“Customer Contracts”);
(ii) Any and all billing, credit card, support, technical and other information relating to the Customer Contracts;
(iii) All contracts and agreements of Seller with (i) online marketplace providers, partners, and third party providers of Services, (ii) all license agreements for third party components included with or integrated into the Seller Intellectual Property (as defined below), and (iii) the contracts or agreements with Seller’s other vendors used in connection with the Business (the contracts and agreements referenced in clauses (i) through (iii), collectively with the Customer Contracts, the “Assumed Contracts”);
(iv) All accounts receivable, including any residual payments, contingent compensation and consideration payable in connection therewith;
(v) All prepaid assets, refunds, rebates, discounts, security deposits and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case arising out of or relating to any of the Acquired Assets used in the operation of the Business prior to Closing, including those that arose under any of the Assumed Contracts but excluding those that relate to an Excluded Asset or Excluded Liability;
(vi) The Facility License Agreement dated July 1, 2019 with the University of North Carolina at Charlotte (the “Facility License Agreement”); and
(vii) Seller’s PayPal and other merchant accounts specified on Schedule 2.1(a)(vii);
(b) All of Seller’s rights, title and interest in and to all of Seller’s property and assets, real, personal any Intellectual Property used in or mixed, tangible and intangible, of every kind and description, wherever locatedrelated to the Business (the “Seller Intellectual Property”), including the following (but excluding following, whether owned, leased, licensed or internally developed, and whether now existing or hereafter arising, together with any and all assets, rights and licenses, relating thereto or therefor, and the Excluded Assets):rights to xxx for, and exercise remedies against, past, present and future infringements thereof and the rights of priority and protection of interests therein under applicable Laws, including:
(ai) all Tangible Personal PropertyThe names, tradenames and service names used in connection with the Business, including those items described in listed on Schedule 1.1(a2.1(b)(i) (the “Business Names”);
(bii) Any and all Inventoriesdomain names and name servers used by Seller in the conduct of the Business, including those listed on Schedule 2.1(b)(ii), but excluding Prohibited Domains (the “Domains”);
(iii) Any and all review sites, web sites, social media accounts, blogs or directories, including those listed on Schedule 2.1(b)(iii), that have been or are used to drive traffic to any of the Domains, as well as passwords and other user login credentials for any of the foregoing;
(iv) Any and all data, databases, Customer information (including Personally Identifiable Information) and other records related to Customers or partners of the Business (including financial, credit card, billing, domain name registration and renewal and customer support information, electronic documentation, policies, procedures, brochures and other related items), including any of the foregoing residing on the Equipment;
(v) Any and all registered or unregistered copyrights, Trademarks, domain registrations, and patents, together with any applications or registrations for any of the foregoing, whether in process, being prepared, filed, approved, allowed, registered or otherwise (including any expired, withdrawn, abandoned, or “dead” registrations), and any and all licenses, products, services and other Intellectual Property rights related thereto;
(vi) Any (A) computer software programs, (B) operating systems, (C) software applications, (D) control panels or (E) database software, used by Seller in connection with the Business (whether open-source or commercially licensed, and including Seller’s billing systems), together with all systems, images, websites, templates, controls or processes used by Seller in connection with the Business (whether written externally or internally within Seller’s operations), and any and all licenses, distribution or re-distribution rights, or other rights to or for any of the foregoing;
(vii) All of the IP address ranges or blocks set forth on Schedule 1.1(b2.1(b)(vii) (the “IP Addresses”); and
(viii) Without limiting the foregoing, any items listed on Schedule 2.1(b)(viii), together with any and all goodwill of Seller symbolized by any Trademarks, service marks, trade names, domain names, copyright, patents or other Intellectual Property or any other of the foregoing;
(c) all Accounts ReceivableThe telephone numbers used in connection with the Business, including those listed in on Schedule 1.1(c2.1(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 All books and records used in Schedule 1.1(d), and all outstanding offers or solicitations made by or to Seller to enter into any Contractthe Business;
(e) all Governmental Authorizations All equipment, servers, computers and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyerother tangible personal property, including those listed in on Schedule 1.1(e2.1(e) (“Equipment”);
(f) all data All claims, counterclaims, causes of action, choses in action, rights of recovery and Records related rights of set-off or recoupment of any kind with respect to the operations Acquired Assets and the Assumed Liabilities, but excluding claims, counterclaims, causes of Selleraction, choses in action, rights of recovery and rights of set-off or recoupment that constitute Excluded Assets (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 for the enforcement of rights or collection of payments) or relate to Legal Requirements, copies of all personnel RecordsExcluded Liabilities;
(g) all The right to receive and retain mail, payments of accounts receivable and other communications related to the Business (other than those constituting or related to Excluded Assets or Excluded Liabilities, if any) and the right to xxxx and receive payment for services performed but unbilled as 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)Closing Date;
(h) all insurance benefits, including rights and proceeds, arising from All Permits used in or relating related to the AssetsBusiness;
(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 The other assets set forth on Schedule 2.1(i);
(j) Any other assets reflected in Schedule 1.1(i)Working Capital; and
(jk) Any and 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 goodwill associated with any of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assetsforegoing.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Endurance International Group Holdings, Inc.)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Closing, K2 Digital shall sell, convey, assign, transfer and deliver to BuyerIIS, and Buyer IIS shall purchase and acquire from SellerK2 Digital, free and clear of any Encumbrances, all of Seller’s K2 Digital'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 the customer contracts (i) of Transferred Customers and (ii) other customers of K2 Digital listed on Schedule 1.1(a2.3(a) (the "Contracts");
(b) all Inventoriesthe furniture, fixtures and equipment utilized prior to the date hereof by the Hired Employees, including those the fixed assets listed in on Schedule 1.1(b2.3(b);
(c) All accounts and notes receivable and other amounts owing, and all Accounts Receivablerelated revenues, including those listed in Schedule 1.1(cof or by clients or customers of K2 Digital ("Transferred Customers") on whose accounts or projects any of the Hired Employees performed services, or to whom products were shipped, at any time on or after August 1, 2001, together with and all revenues generated from services performed or products shipped on or after August 1, 2001 (whether or not invoiced or constituting a receivable as of August 1, 2001) (the "Transferred Receivables"). In addition to Notwithstanding the foregoing, Seller hereby agrees that upon receipt of the Transferred Receivables shall not include any cash which arises out of account receivablesaccounts receivable created by K2 Digital prior to August 1, 2001 or any unbilled revenues (revenues earned but not invoiced to promptly transfer said funds the client) from services performed by K2 Digital prior to Buyer;August 1, 2001, even though invoiced after such date.
(d) all Seller Contracts, including those the Intellectual Property Assets listed in on Schedule 1.1(d2.3(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 records related to the operations Contracts, Transferred Customers (and other K2 Digital customers), Transferred Receivables, Hired Employees, Hired Consultant and other Assets of SellerK2 Digital, including client and customer lists and Recordsrecords, 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 Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records records and, subject to Legal Requirements, copies of all personnel Records;
(g) all records of the intangible rights Hired Employees 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)Hired Consultant; and
(jf) the prepaid expenses of K2 Digital as of July 31, 2001, plus amounts paid by K2 Digital after July 31, 2001 that are GAAP prepaid expenses for any period on or after August 1, 2001, all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including all such rights which are listed in on Schedule 1.1(j2.3(f) (the "Prepaid Expense"). All of the property and assets to be transferred to Buyer IIS hereunder are herein referred to collectively as the “"Assets.” " Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer IIS expressly assumes that Liability pursuant to Section 1.4(a)in this Agreement.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller (as defined in Section 1.6 below), Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrancescharge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX A as acceptable to Buyer (a "PERMITTED ENCUMBRANCE"), all of Seller’s right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller's private investigations and consulting business (the "BUSINESS"), including the following (but excluding the Excluded Assets):
(a) the leasehold interest in all Tangible Personal Property, including those items real property leased or used by Seller described in Schedule 1.1(aSCHEDULE 2.6 (the "REAL PROPERTY");
(b) all Inventoriesequipment, including those listed furniture, office equipment, computer hardware, supplies, materials, vehicles, and other items of tangible personal property (other than inventory) of every kind owned or leased by Seller described in Schedule 1.1(bSCHEDULE 2.7(b) (the "TANGIBLE PERSONAL PROPERTY");
(c) all Accounts Receivableoral or written contracts or agreement (i) under which Seller has or may acquire any rights or benefits, including those (ii) under which Seller has or may become subject to any obligation or liability, or (iii) by which Seller or any of the Assets is or may become bound , that are listed in Schedule 1.1(con SCHEDULE 2.14 (any such contract or agreement, a "SELLER CONTRACT"). 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;; Execution Document
(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 (as defined in SECTION 2.11(b)) 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);
(fe) all data and Records 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 Recordsrecords referenced in SECTION 1.2(e) below;
(gf) all of the intangible rights and property of Seller, including the Intellectual Property AssetsAssets (as defined in SECTION 2.16) and the Proprietary Assets (as defined in SECTION 2.16), going concern value, goodwill, telephone, telecopy and e-mail addresses addresses, websites, domain names, and listingslistings including the name "Secure Sources, including those items listed in Schedule 1.1(g)Inc.," and any abbreviations thereof;
(hg) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets prior to the Closing Date;
(ih) 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;
(ji) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof which are not excluded under SECTION 1.3(f); and (j) all other properties and assets of every kind, including all such rights listed in Schedule 1.1(j)character and description, tangible or intangible, of every kind and description, owned by Seller, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “"Assets.” ". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall will not include the assumption of any Liability related to liability or obligation in respect thereof unless the Assets unless Buyer expressly assumes that Liability such liability or obligation pursuant to Section SECTION 1.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing 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's right (contractual and otherwise), title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following located (but excluding the Excluded Assets and excluding the RSI Stock) that are used or held for use primarily in the Business as the same shall exist on the Closing Date (collectively, the "Assets):"), including the following:
(a) all Tangible Personal the Transferred Real Property, including those items described in Schedule 1.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b)of Seller's Tangible Personal Property;
(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 BuyerSeller's Inventory;
(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 Contractof Seller's Accounts Receivable;
(e) the Assigned Intellectual Property and Assigned Marks;
(f) all of Seller's Business Contracts, including Seller's Government Contracts;
(g) all Confidentiality Letters;
(h) all of Seller's Bids;
(i) all Governmental Authorizations and all pending applications therefor or renewals thereof, issued to Seller primarily for the operation of the Business or otherwise relating primarily to the Assets, including the Governmental Authorizations listed in Schedule 2.1(i), in each case to the extent legally transferable to Buyer, including those listed in Schedule 1.1(e);
(fj) all data and of Seller's Records related that primarily relate to the operations of SellerBusiness (other than those Records described in Section 2.2(c)), including client sales and advertising literature, market research, technical research, business and strategic plans, product information, customer lists and Recordssupplier files and lists, referral sources, research and development reports and Records, production reports and Records, service equipment maintenance records and warranty Recordsinformation, equipment logsplant plans, operating guides specifications and manualsdrawings, financial environmental and accounting Recordshealth and safety records (including training documents, creative materialsinformation concerning supplies, advertising materialsand applications for Environmental Permits), promotional materials, studies, reports, correspondence and other similar documents and Records customer specifications and, subject to Legal Requirements, all employment records related to the Acquired Employees and, to the extent reasonably required by Buyer in order to satisfy its obligations under this Agreement, the Former Business Employees. Notwithstanding the foregoing, Seller may retain copies of all personnel any of the foregoing Records: (i) that relate to properties or activities of Seller other than the Business, (ii) that relate to the Excluded Assets or Retained Liabilities, or (iii) that Seller is required to retain in its possession pursuant to applicable Legal Requirements or that are required or useful for Seller to retain for financial reporting purposes or Tax purposes;
(gk) all claims and defenses of Seller against Third Parties to 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 extent relating to the Assets;
(i) all claims of Seller against third parties relating to Assets or the AssetsBusiness, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingent, including inxxxxxxg all such claims listed rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in Schedule 1.1(i); andconnection with products or services purchased by Seller in respect of the Business;
(jl) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including in each case that relate primarily to the Business, except to the extent excluded under Section 2.2(d);
(m) all such rights listed in Schedule 1.1(j). All of the property connection with, and assets of, any Affiliate Plan to be transferred the extent held by Seller or any trust to Buyer hereunder are herein referred which Seller contributes or is required to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption contribute in respect of any such Affiliate Plan, if not transferred by operation of law upon Closing; and
(n) all rights in connection with, and assets relating to Employee Benefit Plans and any Liability related to the Assets unless thereunder being assumed by Buyer expressly assumes that Liability pursuant to Section 1.4(a2.3(a), to the extent permitted by this Agreement and subject to the Legal Requirements.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Itt Industries Inc)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer (or Buyer’s assignee as permitted by Section 13.10), and Buyer (or Buyer’s assignee) 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, belonging to Seller and used exclusively in the Businesses, including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property, including those items described Property used exclusively in Schedule 1.1(aconnection with the Businesses which is listed on Exhibit 2.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b)Accounts Receivable which represent amounts owed by Customers for services to be provided by Buyer subsequent to the Effective Time;
(c) all Accounts Receivableof Seller’s Administrative Agreements, 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 Buyerprepaid expenses thereunder;
(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 Contractof Seller’s Service Agreements;
(e) all rights relating to deposits and claims for refunds and rights to offset in respect thereof in connection with the Businesses, including but not limited to those listed on Exhibit 2.1(e);
(f) all Governmental Authorizations used exclusively in connection with the Businesses and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those which are listed in Schedule 1.1(eon Exhibit 3.15(b);
(fg) all data Customer lists, Customer and Records related to the operations of Seller, including client files and customer lists billing records and Recordsinvoices, referral sources, research and development reports and Records, production reports and Records, service and warranty Recordsreports, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence reports and other similar documents relating exclusively to the Businesses or the Assets, copies of all financial and Records accounting records related exclusively to the Businesses since January 1, 2003, and, subject to Legal Requirements, copies of all personnel RecordsRecords of those Active Employees of Seller hired by Buyer as a result of this Agreement;
(gh) all of the intangible rights and property of SellerSeller used exclusively in connection with the Businesses, including Intellectual Property AssetsAssets and Software (including the Results System), technical documentation related thereto, going concern value, goodwill, telephone, telecopy telecopy, the xxx.xxxxxxxxxx.xxx domain name, and e-mail addresses and listings, including listings and those items listed in Schedule 1.1(gSections 3.7(a);
(h) all insurance benefits, including rights the names “Advanced HR Solutions” and proceeds“SIS”, arising from or relating to the Assetsextent of Seller’s rights thereto, but not the Table of Contents name “Sheakley-Uniservice” or any other name incorporating “Sheakley” which shall be licensed on a limited basis pursuant to the Transition Services Agreement;
(i) all claims of Seller against third parties relating exclusively 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’s right, title and interest to the Real Property Leases; and
(k) all other properties and assets of every kind, character and description, tangible or intangible, owned by Seller relating to deposits and prepaid expenses, claims used or held for refunds and rights to offset use exclusively in respect thereof, including all such rights listed in Schedule 1.1(j)connection with the Businesses. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Talx Corp)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Date (as defined in SECTION 1.6 below), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrancescharge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX A as acceptable to Buyer (a "PERMITTED ENCUMBRANCE"), all of Seller’s right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller's private investigations and surveillance business (the "BUSINESS"), including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Propertyleasehold interest in all real property leased or used by Seller (the "REAL PROPERTY"), including the Real Property described in SCHEDULE 2.6;
(b) all equipment, furniture, office equipment, computer hardware, supplies, materials, vehicles, and other items of tangible personal property (other than inventory) of every kind owned or leased by Seller (the "TANGIBLE PERSONAL PROPERTY"), including those items described in Schedule 1.1(a);
(b) all Inventories, including those listed in Schedule 1.1(bSCHEDULE 2.7(B);
(c) all Accounts Receivable, including those listed in Schedule 1.1(ctrade accounts receivable and all other accounts or notes receivable of Seller (the "ACCOUNTS RECEIVABLE"). 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 any oral or written contracts or agreement (i) under which Seller Contractshas or may acquire any rights or benefits, (ii) under which Seller has or may become subject to any obligation or liability, or (iii) by which Seller or any of the Assets is or may become bound (any such contract or agreement, a "SELLER CONTRACT"), including those Seller Contracts listed in Schedule 1.1(d), and all outstanding offers or solicitations made by or to Seller to enter into any Contracton SCHEDULE 2.14;
(e) all Governmental Authorizations (as defined in SECTION 2.11(B)) 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 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 Recordsrecords referenced in SECTION 1.2(E) below;
(g) all of the intangible rights and property of Seller, including the Intellectual Property AssetsAssets (as defined in SECTION 2.16) and the Proprietary Assets (as defined in SECTION 2.16), going concern value, goodwill, telephone, telecopy and e-mail addresses addresses, websites, domain names, and listingslistings including the name "Confidential Business Resources, including those items listed in Schedule 1.1(g)Inc." and abbreviations thereof;
(h) all insurance benefits, including rights and proceeds, arising from or relating to the AssetsAssets prior to the Closing Date;
(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 cash and cash equivalents and all securities and short term investments;
(k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof which are not excluded under SECTION 1.2(F); and
(l) all other properties and assets of every kind, including all such rights listed in Schedule 1.1(j)character and description, tangible or intangible, of every kind and description, owned by Seller, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” "ASSETS". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall will not include the assumption of any Liability related to liability or obligation in respect thereof unless the Assets unless Buyer expressly assumes that Liability such liability or obligation pursuant to Section 1.4(aSECTION 1.4(A).
Appears in 1 contract
Samples: Asset Purchase Agreement (Creative Solutions With Art, Inc.)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing 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, all of Seller’s the right, title and interest in and to all of Seller’s the property and assets, real, personal or mixed, tangible and intangible, of Seller relating to the Business of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property Leases described on Schedule 2.1(a);
(b) all Tangible Personal Property, including those items described in on Schedule 1.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b2.1(b);
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to the foregoing, Seller hereby agrees that upon receipt Inventories of any cash which arises out of account receivables, to promptly transfer said funds to BuyerSeller;
(d) all Accounts Receivable of Seller;
(e) all Seller Contracts, including those Contracts listed in on Schedule 1.1(d2.1(e), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(ef) all Governmental Authorizations of Seller and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in on Schedule 1.1(e2.1(f);; Table of Contents
(fg) 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 RecordsRecords and other Records described in Section 2.2(c);
(gh) all of the intangible rights and property of Seller, (excluding all intellectual property, goodwill associated with trademarks, and the Licensed Intellectual Property), including Intellectual Property Assets, the going concern value, goodwillgoodwill not associated with trademarks, telephone, telecopy facsimile and e-mail addresses and listings, including listings and those items listed in on Schedule 1.1(g2.1(h);
(hi) all insurance benefitsbenefits of Seller, including rights and proceeds, arising from or relating to the AssetsAssets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(ij) all claims of Seller against third parties relating to the Assets, whether xxxxxx cxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in on Schedule 1.1(i2.1(j); and;
(jk) 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 thereof that are not excluded under Section 2.2(d); and
(l) the property and assets expressly designated on Schedule 1.1(j2.1(l). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)2.4.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing 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 rightright (contractual and otherwise), 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 located (but excluding the Excluded Assets and excluding the RSI Stock) that are used or held for use primarily in the Business as the same shall exist on the Closing Date (collectively, the “Assets):”), including the following:
(a) all Tangible Personal the Transferred Real Property, including those items described in Schedule 1.1(a);
(b) all Inventories, including those listed in Schedule 1.1(b)of Seller’s Tangible Personal Property;
(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 BuyerSeller’s Inventory;
(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 Contractof Seller’s Accounts Receivable;
(e) the Assigned Intellectual Property and Assigned Marks;
(f) all of Seller’s Business Contracts, including Seller’s Government Contracts;
(g) all Confidentiality Letters;
(h) all of Seller’s Bids;
(i) all Governmental Authorizations and all pending applications therefor or renewals thereof, issued to Seller primarily for the operation of the Business or otherwise relating primarily to the Assets, including the Governmental Authorizations listed in Schedule 2.1(i), in each case to the extent legally transferable to Buyer, including those listed in Schedule 1.1(e);
(fj) all data and of Seller’s Records related that primarily relate to the operations of SellerBusiness (other than those Records described in Section 2.2(c)), including client sales and advertising literature, market research, technical research, business and strategic plans, product information, customer lists and Recordssupplier files and lists, referral sources, research and development reports and Records, production reports and Records, service equipment maintenance records and warranty Recordsinformation, equipment logsplant plans, operating guides specifications and manualsdrawings, financial environmental and accounting Recordshealth and safety records (including training documents, creative materialsinformation concerning supplies, advertising materialsand applications for Environmental Permits), promotional materials, studies, reports, correspondence and other similar documents and Records customer specifications and, subject to Legal Requirements, all employment records related to the Acquired Employees and, to the extent reasonably required by Buyer in order to satisfy its obligations under this Agreement, the Former Business Employees. Notwithstanding the foregoing, Seller may retain copies of all personnel any of the foregoing Records: (i) that relate to properties or activities of Seller other than the Business, (ii) that relate to the Excluded Assets or Retained Liabilities, or (iii) that Seller is required to retain in its possession pursuant to applicable Legal Requirements or that are required or useful for Seller to retain for financial reporting purposes or Tax purposes;
(gk) all claims and defenses of Seller against Third Parties to 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 extent relating to the Assets;
(i) all claims of Seller against third parties relating to Assets or the AssetsBusiness, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in Schedule 1.1(i); andconnection with products or services purchased by Seller in respect of the Business;
(jl) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, including in each case that relate primarily to the Business, except to the extent excluded under Section 2.2(d);
(m) all such rights listed in Schedule 1.1(j). All of the property connection with, and assets of, any Affiliate Plan to be transferred the extent held by Seller or any trust to Buyer hereunder are herein referred which Seller contributes or is required to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption contribute in respect of any such Affiliate Plan, if not transferred by operation of law upon Closing; and
(n) all rights in connection with, and assets relating to Employee Benefit Plans and any Liability related to the Assets unless thereunder being assumed by Buyer expressly assumes that Liability pursuant to Section 1.4(a2.3(a), to the extent permitted by this Agreement and subject to the Legal Requirements.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing 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 the following (but excluding the Excluded Assets):
(a) Pxxxx Cash;
(b) all Tangible Personal Property, including those items (including trade fixtures) described in Schedule 1.1(a);
(bPart 2.1(b) all Inventories, including those listed in Schedule 1.1(b)of the Disclosure Schedule;
(c) all Accounts ReceivableInventories existing on the Closing Date, including those all of which are listed in on Part 2.1(c) of the Disclosure Schedule 1.1(c(the “Purchased Inventory”). 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 Accounts Receivable existing on the Closing Date other than those excluded under Section 2.2(l), all of which are listed on Part 2.1(d) of the Disclosure Schedule (the “Purchased Receivables”);
(e) except as provided in Section 2.2(e), all Seller Contracts that are Assumed Contracts, including those all of which are listed in Part 3.20(a) of the Disclosure Schedule 1.1(d), and (including all outstanding offers or solicitations made by or to Seller to enter into any Contract, all of which are also separately listed on Part 3.20(a) of the Disclosure Schedule);
(ef) 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)Part 3.17(b) of the Disclosure Schedule;
(fg) other than any Records related to the Diversion Agreement or matters related to it, 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 and other Records described in Section 2.2(f); provided, however, that Seller may retain copies of such Records;
(gh) all of the intangible rights and property of Seller, including Intellectual Property AssetsAssets and the names “Greenville Tube, LLC,” “Greenville Tube Corporation” and “Greenville Tube,” going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, including listings and those items listed in Schedule 1.1(gParts 3.25(d);
, (e), (f) and (h) all insurance benefits, including rights and proceeds, arising from or relating to of the AssetsDisclosure Schedule;
(i) all claims of Seller against third parties relating to the Assets, whether xxxxxx cxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(i)Part 2.1(i) of the Disclosure Schedule; and
(j) all rights of Seller relating to deposits and prepaid expensesPrepaid Expenses, claims for refunds and rights to offset in respect thereof, including all such rights other than those listed in Schedule 1.1(j)Parts 2.2(c) and 2.2(h) of the Disclosure Schedule. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller and effective as of the Effective Time, Sellers shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any EncumbrancesSellers, all of Seller’s Sellers’ right, title title, and interest in and to all of Seller’s the following property and assets, real, personal personal, or mixed, tangible and intangible, intangible which relate to the United States portion of every kind and description, wherever locatedthe photocopier business currently conducted by Sellers as a going concern, including the following placement, leasing, maintenance, monitoring, and provision of supplies for photocopiers within the United States (the “Business”) (but excluding the Excluded Assets):
(a) all Tangible Personal PropertySellers’ photocopiers used in the Business, whether deployed and generating revenue, used for demonstration or marketing purposes, or in inventory, including those items described in spare parts, as listed on Schedule 1.1(a2.1(a). Between the date hereof and the Closing Date, Buyer will identify the photocopiers they are seeking to acquire from the Sellers’ storage facilities;
(b) all InventoriesMachinery, including those equipment, furniture and other similar property used in the Business, as listed on Schedule 2.1(b); provided, however, the parties acknowledge and agree that Sellers maintain the right to substitute other similar equipment for the designated equipment in that Schedule 1.1(b)in order to avoid any interruption in the computer processing provided with this equipment to Sellers; provided, however, that Buyer shall have the right to approve or reject the equipment offered by Sellers in lieu of the originally designated equipment;
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to Inventories of the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to BuyerBusiness;
(d) Accounts Receivable of the Business, other than Intra-Company Accounts Receivable (Schedule 3.7 sets forth the Accounts Receivable as of September 30, 2006);
(e) All of Sellers’ rights and interests in the Contracts relating to the Business, (other than Intra-Company Contracts and Contracts related to the Seller Benefit Plans), all Seller Contractssupplier, customer and vendor lists of the Business, including those listed in Schedule 1.1(d)prospects, and sales and credit records relating to the Business and all customer credit information on customers and vendors relating to the Business, and all books, accounts and records of Sellers relating to the Business, and all outstanding offers or solicitations made by or to Seller Sellers to enter into any ContractContract related to the Business, as listed on Schedule 2.1(e); provided, however, that, in all cases, Sellers shall not be required to transfer any such rights and interests in the automated teller business of Sellers;
(ef) all Governmental Authorizations and all pending applications therefor or renewals thereofused by the Sellers in connection with the Business, in each case as listed on Schedule 2.1(f), 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 Sales and promotional literature, customer lists and other sales-related materials related to the Business;
(h) Subject to Section 2.2(b) and (c), general, financial and other records pertaining to the Business as in existence on the Closing Date;
(i) the intangible rights and property of Sellerrelating to the Business, including Intellectual Property AssetsProperty, going concern value, goodwill, telephonededicated telephone numbers of the Business, telecopy and Business signage, customer lists, e-mail addresses addresses, and listingsURLs, including those items as listed in on Schedule 1.1(g2.1(i);
(hj) all insurance benefits, including rights prepayments and proceeds, arising from or prepaid expenses made for the benefit of the Business (but only to the extent that Buyer is assuming the liability relating to the Assets;
prepayment, and not including customer deposits) and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind of Sellers arising out of or held for the benefit of the Business (i) all claims other than those related to Excluded Assets or Retained Liabilities, or claims, causes of Seller action, choses in action, rights of recovery and rights of set-off of Sellers against third parties relating Sellers’ officers, directors, employees, representatives or agents, none of which shall be deemed transferred to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(iBuyer); and
(jk) all rights of Seller relating to deposits and prepaid expensesother Assets that are exclusively used in, claims for refunds and rights to offset or held by, the Business other than the Excluded Assets, whether or not referenced in respect thereof, including all such rights listed in Schedule 1.1(j)any paragraphs above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).”
Appears in 1 contract
Samples: Asset Purchase Agreement (TRM Corp)
Assets to be Sold. Upon Subject to the terms and subject to conditions of this Agreement and in reliance on the conditions representations, warranties and covenants set forth in this Agreementherein, at the Closing Seller shall sell, each Selling Company agrees to sell or otherwise convey, assign, transfer and to deliver and set over to Buyerthe Purchaser, at the Closing, and Buyer shall Purchaser agrees to purchase and acquire from Sellereach Selling Company, all of such Selling Company’s rights, title and interest in, to and under the following assets, rights and properties (the “Transferred Assets”), in each case 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 “Lien” (other than “Permitted Liens”) or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):restrictions on transfer:
(a) all Tangible Personal Propertyof such Selling Company’s rights in and to all network contracts and customer contracts (collectively referred to as the Assumed Contracts) for the following lines of business (each, including those items described in Schedule 1.1(a);an “Applicable Business,” and together the “Applicable Businesses”) for the following lines of business:
(i) the Wrap Network Business,
(ii) the Network Access Business,
(iii) the Devon Health Business,
(iv) the Credentialling Business,
(v) the Concierge Services Business,
(b) all Inventories, including those listed in Schedule 1.1(bthe (i) names “Devon” and “Devon Health (the “Transferred Marks”) and (ii) domains Xxxxxxxxxxx.xxx and XXXXXXX.xxx (the “Transferred Domains”);,
(c) all Accounts Receivable, including those listed in the Assumed Contracts specified on 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 Contractsthose assets, including those listed in rights and properties set forth on Schedule 1.1(d), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;and
(e) all Governmental Authorizations and all pending applications therefor or renewals thereofas described in Section 6.15(a), in each case Post-Closing Payments received by the Purchaser after the three (3) month period following the Closing. For the avoidance of doubt, if a claim is Repriced by the Selling Companies using the Transferred Assets prior to the extent transferable to BuyerClosing, including those listed in Schedule 1.1(e);
and payment for such claim is received by the Purchaser after the three (f3) all data and Records related month period following the Closing, that payment belongs 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 to be transferred to Buyer hereunder are herein referred to collectively as the “AssetsPurchaser.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).
Appears in 1 contract
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 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 property, rights 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(a2.1(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(d3.20(a) for which consent to assignment is not expressly required or for which Material Consents are obtained or for which Consents to assignment are later obtained pursuant to Section 2.9(a) (but excluding those listed in Schedule 2.2(j) or those expressly designated on Schedule 3.20(a) as not being assigned to or assumed by Buyer) (“Assigned Contracts”), 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(e3.17(b);
(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 RecordsRecords and other Records described in Section 2.2(f);
(g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses addresses, data/databases and listings, including listings and those items listed in Schedule 1.1(gSchedules 3.25(a) and (b);
(h) all insurance benefits, including rights and proceeds, arising from or relating if any, recovered pursuant to the AssetsSection 10.12;
(i) all claims of Seller against third parties relating to the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnoncontingent (other than a right to submit a claim in the future for insurance benefits), including all such claims listed in Schedule 1.1(i2.1(i); and;
(j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof that are not Excluded Assets; and
(k) the property, including all such rights listed and assets expressly designated in Schedule 1.1(j2.1(k). All of the property property, rights and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Purchased Assets.” Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a2.4(a).
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, each Seller shall will sell, convey, assign, transfer and deliver to Buyer, and Buyer shall will purchase and acquire from each Seller, free and clear of any Encumbrances, all of such Seller’s 's right, title and interest in and to substantially all of such Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located's assets on the Closing Date, including the following (but excluding the Excluded Assets):
"ASSETS"): (a) all Tangible Personal Property, including those items described in Schedule 1.1(a);
Cash and related bank accounts; (b) all Inventories, including those listed in Schedule 1.1(b);
customer Contracts and relationships; (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;
Inventories; (e) all Governmental Authorizations prepaid and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyerother assets, including those listed in Schedule 1.1(e);
lease, utility and similar deposits, service or maintenance contracts, dues and subscriptions, guarantees, bonds or other rights; (f) all data Real Property 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;
Tangible Personal Property; (g) all of books and Records insofar as 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 same relate to Assets otherwise described in Schedule 1.1(g);
this Section 2.1 or to Assumed Liabilities; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets;
Intellectual Property; (i) all operating leases, capital leases and Contracts to which such Seller is a party as of the Closing Date or the full benefits of all operating leases, capital leases and Contracts used in the business of Sellers to which such Seller is a third-party beneficiary; (j) all vendor Contracts; (k) all rights and interests under each Insurance Policy, including claims and rights to insurance proceeds, refunds or awards, to the extent they relate to the Assets or Assumed Liabilities; (l) all Tax refunds of Sellers, including the Refundable Income Tax Amount, other than property Tax refunds and other Tax refund amounts specifically related to Excluded Assets or Retained Liabilities; (m) all claims, rights and defenses of a Seller against third parties relating to any of the AssetsAssets or Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which such claims listed Seller may be entitled 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 to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer connection with any of the Assets pursuant to this Agreement shall not include the assumption of or Assumed Liabilities; and (n) all Seller Benefit Plans and any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a)assets, trusts and Insurance Policies.
Appears in 1 contract
Assets to be Sold. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, at including without limitation Section 1.2, the Closing Seller shall sellhereby sells, conveyassigns, assign, transfer transfers and deliver delivers to the Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbranceslien or other encumbrance, all of the Seller’s 's right, title and interest in and to all of Seller’s property and the following assets, realproperties and rights of the Seller relating to or used or employed in connection with the Business, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
Assets (a) all Tangible Personal Propertyof such assets, including properties and rights, together with those items described assets, properties and rights set forth in Schedule 1.1(a);
subsection (b) all Inventoriesbelow, including those listed in Schedule 1.1(b);
(c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to being hereinafter sometimes collectively called 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 "Purchased 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 assets, properties and rights reflected on the balance sheet for the Business as at March 31, 1997 (annexed hereto as Schedule 1.1(a)(i)) (the "Balance Sheet"), subject to changes therein in the ordinary course of Seller against third parties business through the Closing Date;
(ii) all of the Seller's right, title and interest in and to the publications, products and services set forth on Schedule 1.1(a)(ii), whether complete, published, unpublished, or in-process or under contract (collectively, the "Products"), including, without limitation, all updates, supplements and revisions thereto, and other accompanying materials relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including Products and the literary content of all such claims listed in Schedule 1.1(i); andof the above;
(jiii) all rights of Seller relating to deposits finished goods inventory for the Products and prepaid expenses, claims for refunds all raw materials and rights to offset in respect thereof, including work-in-process;
(iv) all such rights listed in Schedule 1.1(j). All of the property Seller's right, title and assets interest in, and claims under, any author contracts and other agreements relating specifically to be transferred the Business, (excluding those contracts and other agreements relating specifically to Buyer hereunder the Business but shared with other businesses of RIAG) which are herein referred to collectively as the “Assets.” Notwithstanding the foregoinglisted on Schedule 1.1(a)(iv) (collectively, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related "Contracts");
(v) except to the Assets unless Buyer expressly assumes that Liability extent assigned and transferred pursuant to Section 1.4(a1.1(b)., all of the Seller's right, title and interest in, and claims under, the Intellectual Property relating specifically to the Products. For purposes of this Agreement "Intellectual Property" shall mean all of the following owned by the Seller or used in connection with the Products: (A) patents, patentable inventions, discoveries, improvements, ideas, know-how, processes and computer programs, software and databases (including source code); (B) trade secrets and the right to limit the use or disclosure thereof; (C) copyrights in all works (registered and unregistered) including software programs (other than off-the-shelf software and software used in connection with the Products shared with other businesses of RIAG); (D) domain names; including registrations and applications in any jurisdiction pertaining to the foregoing;
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Holdings Inc)
