Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, DMI shall sell, convey, assign, transfer, and deliver to NEWCO, and NEWCO shall purchase and acquire from DMI, free and clear of any Liens other than Permitted Liens, all of DMI’s right, title, and interest in and to the following property and assets, real, personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located (but excluding the Excluded Assets): (i) all real property, including the real property described in Schedule 3.10; (ii) all tangible personal property, including those items described in Schedule 3.9; (iii) all inventories; (iv) all accounts receivable; (v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(a); (vi) all Permits and all pending applications therefor or renewals thereof; (vii) all data and records related to the operations of DMI, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this Agreement; (viii) all of the intangible rights and property of DMI, including Intellectual Property, going concern value, goodwill, telephone, telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c); (ix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement; (x) all claims of DMI against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x); and (xi) all rights of DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including, but not limited to, the following (but excluding the Excluded Assets):
(ia) all real propertycash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the real property Real Property described in Schedule 3.10Parts 3.7 and 3.8;
(iic) all tangible personal propertyTangible Personal Property of the Business, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(aPart 2.1(c);
(vid) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viih) all data data, House Plans (including those listed in Part 2.1(h)), and records related to Records of the operations of DMIBusiness, including client client, customer, and customer supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(d);
(viiii) all Software;
(j) all of the intangible rights and property of DMIthe Business, including Intellectual PropertyProperty Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixk) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceedsproceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this AgreementEffective Time;
(xl) all claims of DMI Seller against third parties parties, arising from or relating to the Business or the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 2.1(xPart 2.1(l); and;
(xim) all rights of DMI Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.thereof; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including, but not limited to, the following (but excluding the Excluded Assets):
(ia) all real propertycash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the real property Real Property described in Schedule 3.10Parts 3.7 and 3.8;
(iic) all tangible personal propertyTangible Personal Property of the Business, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(aPart 2.1(c);
(vid) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viih) all data data, House Plans (including those listed in Part 2.1(h)), and records related to Records of the operations of DMIBusiness, including client client, customer, and customer supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(d);
(viiii) all Software;
(j) all of the intangible rights and property of DMIthe Business, including Intellectual PropertyProperty Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixk) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceedsproceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this AgreementEffective Time;
(xl) all claims of DMI Seller against third parties parties, arising from or relating to the Business or the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingentnon-contingent, including inxxxxxxg all such claims listed in Schedule 2.1(xPart 2.1(l); and;
(xim) all rights of DMI Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed thereof;
(n) Seller's entire member interest in Schedule 2.2(ivUnique Fabrications (being 100% of the member interests in Unique Fabrications); and
(o) and that are not excluded under Section 2.2(viii)Seller's entire limited partner interest in EQA Landmark Communities. All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement).
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances and the Assumed Liabilities Escrow, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Real Property and other Excluded AssetsAssets referred to in Section 2.2):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(a2.1(a);
(vib) all Permits Inventories;
(c) all Accounts Receivable;
(d) all Seller Contracts, including those listed in Schedule 3.14(a);
(e) all Governmental Authorizations and all pending applications therefor therefore or renewals thereof, in each case to the extent transferable to Buyer;
(viif) all data and records Records related to the operations of DMI, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this AgreementSeller;
(viiig) all of the intangible rights and property of DMISeller, excluding "Highway-Flyway" Intellectual Property Assets which are owned by Xxx Xxxxxx and Xxxxx Xxxxxx individually, but including all other Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(a3.19(b), (c), (d), (e) and (cg);
(ix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(xh) all claims of DMI 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 2.1(x2.1(h); and
(xii) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv2.2(f) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement."
Appears in 1 contract
Samples: Asset Purchase Agreement (Ram Venture Holdings Corp)
Assets to be Sold. Upon Pursuant to the Sale Order and Chapter 128 of the Wisconsin Statutes, and upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOIIS, and NEWCO IIS shall purchase and acquire from DMISeller, free and clear of any Liens other than Permitted LiensEncumbrances in accordance with the Sale Order, all of DMI’s Seller's right, title, title and interest in and to the following property assets:
(a) the clients or customers of Seller ("Transferred Customers") identified to IIS in writing by Seller within five (5) days of the Effective Date, together with all other clients or customers on whose accounts or projects any of the Hired Employees performed services or to whom products were shipped in the twelve months prior to the date hereof;
(b) the furniture, fixtures and assetsequipment utilized prior to the date hereof by the Hired Employees, realincluding the fixed assets listed on Schedule 2.3(b)(i), personalthe inventories, or mixedraw materials, tangible work-in-progress and intangiblefinished goods and supplies of Seller, of DMIincluding those listed on Schedule 2.3(b)(ii), of every kind and descriptionthe prepaid and other current assets listed on Schedule 2.3 (b) (iii), wherever located and ;
(but excluding c) the Excluded Assets):
customer contracts (i) all real property, including the real property described in Schedule 3.10;
of Transferred Customers and (ii) all tangible personal property, including those items described other customers of Seller identified to IIS in Schedule 3.9;
writing by Seller within five (iii5) all inventories;
days of the Effective Date (iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(athe "Contracts");
(vid) all Permits the affiliate agreements, reseller contracts and all pending applications therefor or renewals thereofteaming agreements identified to IIS in writing by Seller within five (5) days of the Effective Date (the " Reseller Contracts");
(viie) all telephone numbers, the Intellectual Property Assets listed on Schedule 2.3(e) and the goodwill associated therewith;
(f) all data and records related to the operations Contracts, Reseller Contracts, Office Leases, Transferred Customers (and other Seller customers), Hired Employees and other assets of DMISeller, 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 (and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) and copies of all personnel records and other records described in Section 2.2(vii) of this Agreementthe Hired Employees;
(viiig) all fifty percent (50%) of the intangible rights and property of DMIEligible Anchor Receivables (as defined below), including Intellectual Property, going concern value, goodwill, telephone, telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(ix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to calculated on the Closing Date, unless expended in accordance with this Agreement;
(x) all claims of DMI against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x); and
(xih) all rights of DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof receivables that are not listed in Schedule 2.2(ivmore than one hundred and twenty (120) and that are not excluded under Section 2.2(viiidays past the invoice date as of the Closing Date (the "Delinquent Receivables"). All of the property and assets to be transferred to NEWCO under this Agreement IIS hereunder are herein referred to collectively in this Agreement 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 NEWCO IIS expressly assumes that Liability pursuant to Section 2.4(a) of in this AgreementAgreement as set forth in Sections 2.5 and 2.6.
Appears in 1 contract
Samples: Master Transaction Agreement (Integrated Information Systems Inc)
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 DateEffective Time, DMI Sellers shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer (with respect to the Assets of Suzhou, to LRC China and with respect to the Assets of Company and E122, to LRC), and NEWCO Buyer (with respect to the Assets of Suzhou, LRC China and with respect to the Assets of Company and E122, LRC) shall purchase and acquire from DMISellers, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s right, title, title and interest in and to the following all of Sellers’ property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located (but excluding located, related to or used in the Excluded Assets):
(i) all real propertyBusiness, including the real property following:
(a) all Real Property described in Schedules 3.7 and all leasehold interest of Sellers in any Real Property described in Schedule 3.103.8;
(iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.92.1(b) as of June 30, 2006;
(iiic) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically Inventories, which Inventories as of July 31, 2006 are listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(a2.1(c);
(vid) all Permits Prepaid Assets, which Prepaid Assets as of July 31, 2006 are listed on Schedule 2.1(d);
(e) except to the extent subject to Section 2.10 hereof, all Company Contracts listed on Schedule 2.1(e), and all outstanding offers, solicitations and rights with respect to any such Contract and listed on a Schedule to the Assignment and Assumption Agreement (the “Acquired Contracts”);
(f) all Governmental Authorizations and all pending applications therefor or renewals thereof, including those listed on Schedule 3.17(b), but excluding those listed on Schedule 3.17(c);
(viig) all data and records Records related to the operations of DMICompany, Suzhou and the Business, including client and customer lists and recordsRecords, sales and marketing data, referral sources, research and development reports and recordsRecords, production reports and recordsRecords, Records required under Environmental Laws, 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiih) except for the names “Bxxxxx” (subject to Buyer’s right to use the name “Bxxxxx” set forth in Section 5.13), “Bxxxxx Ultra-sonics”, “Bxxxxx Ultrasonics” and the rights listed on Schedule 3.25(i) (the “Excluded IP”), all of the intangible rights and property of DMIeither Company or Suzhou, including but not limited to Intellectual PropertyProperty Assets, going concern value, goodwill, telephonetelephone and telecopy numbers listed on Schedule 3.25(a), telecopy, and e-mail addresses and listingsto the extent permitted by the appropriate telecommunications provider, and those items listed in Schedules 3.16(a3.25(d), (e), (f) and (ch), other than the Excluded IP;
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets Assets, Business or the Assumed Liabilities prior to the Closing DateLiabilities, unless expended in accordance with this Agreement;; and
(xj) all claims of DMI against third parties Third Parties relating to the AssetsAssets or Business, whether xxxxxx cxxxxx or inchoate, known or unknown, contingent or noncontingent, including but not all such claims listed in Schedule 2.1(x2.1(j); and
(xik) all claims, rights and interests of DMI any of Seller Parties relating to deposits the Assets or Business, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent, including but not limited to all such claims, rights and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not interests listed in Schedule 2.2(iv2.1(k).
(l) and that are not excluded under Section 2.2(viii). [Intentionally left blank.] All of the property property, claims, benefits, rights and assets described above and to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement).
Appears in 1 contract
Assets to be Sold. Upon On the terms and subject to the conditions set forth in of this Agreement, at on the Closing, but Closing Date and effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyers, and NEWCO Buyers shall purchase purchase, acquire, and acquire from DMI, free and clear accept delivery of any Liens other than Permitted Liens, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal -------------------------------------------------------------------------------- 8 or mixed, tangible and intangible, of DMI, of every kind and description, wherever located (but excluding located, other than the Excluded Assets (collectively, the "Assets):"), including:
(ia) all real propertycash, cash equivalents, short-term investments, and marketable securities of Seller, wherever located;
(b) all Real Property, including the real property Real Property described in on Schedule 3.105.07;
(iic) all tangible personal propertyTangible Personal Property, including those items described in on Schedule 3.92.01(c);
(iiid) all inventoriesInventories;
(ive) all accounts receivableAccounts Receivable;
(vf) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically the Seller Contracts, including those listed on Schedule 3.12(aSchedules 5.18 and 5.23(q); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vig) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyers, including those listed on Schedule 5.15;
(viih) all original data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLaws, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) 2.02(e); provided, that Seller may retain copies of such data and Records in accordance with Section 11.07 of this Agreement;
(viiii) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in on Schedules 3.16(a) 5.23(a), 5.23(b), 5.23(c), 5.23(d), 5.23(e), 5.23(f), and (c5.23(q);
(ixj) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xk) all claims of DMI Seller against third parties relating to the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingent, including inxxxxxxg all such claims listed in on Schedule 2.1(x2.01(k); and
(xil) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in on Schedule 2.2(iv2.02(c) and that are not excluded under Section 2.2(viii2.02(f). All of the property The Assets shall be sold, assigned, transferred, conveyed, and assets delivered to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption Buyers free and clear of any Liability related to the Assets unless NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this AgreementEncumbrances other than Permitted Encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)
Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, but effective Closing (as of the Closing Date, DMI defined in Section 3) Asset Seller shall sell, convey, assign, transferassign and transfer to Buyer, and deliver to NEWCO, and NEWCO Buyer shall purchase and acquire from DMI, free and clear of any Liens other than Permitted LiensAsset Seller, all of DMI’s right, title, and interest in and to the following property and assets, whether real, personal, personal or mixed, whether tangible and intangibleor intangible (including good will), of DMIwhether accrued, of every kind and descriptioncontingent or otherwise, wherever located (but excluding primarily used in the Business other than the Excluded Assets (as defined in Section 1.3) (the "Assets):"). The transactions contemplated by this Section 1.1 are sometimes herein referred to as the "Asset Purchase." The Assets shall include, but are not limited to, the following assets primarily used in the Business:
(a) all domain names, trademarks, trade names, service marks, trade dress, logos, patents, copyrights, together with the goodwill associated with the foregoing, and all registrations and applications for registration and all claims for infringement of the foregoing, and all trade secrets, know-how and other intellectual property rights, including those set forth on Schedule 4.6;
(b) all software programs, technology and software licenses, whether developed, purchased or customized by Asset Seller, including any associated documentation ("Software"), including without limitation the Software listed on Schedule 1.1(b);
(c) all databases, marketing information, marketing research data and reports, all prospect, customer and mailing lists, as well as databases and works in progress with respect to any of the foregoing (the "Databases"), including without limitation the Databases listed on Schedule 1.1(c);
(d) all records, accounts, files and data, whether existing in print or on magnetic or other media;
(e) all promotional and advertising materials, whether existing in print, video, online, magnetic or other media, and stationery, forms, labels and other materials;
(f) all contracts, purchase or other orders, leases, licenses, commitments and other agreements and any rights thereunder;
(g) all office equipment, computers and other equipment, vehicles, furniture, fixtures, supplies, capital improvements and other tangible personal property;
(h) all prepaid expenses, accounts receivable and other current assets, including the security deposit under any real estate lease, and other similar assets;
(i) all real propertylicenses, including the real property described in Schedule 3.10;permits and approvals; and
(ii) all tangible personal property, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vi) all Permits and all pending applications therefor or renewals thereof;
(vii) all data and records related to the operations of DMI, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this Agreement;
(viiij) all of the intangible rights and property Asset Seller's claims or causes of DMI, including Intellectual Property, going concern value, goodwill, telephone, telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(ix) all insurance benefits, including rights and proceeds, arising from or action relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(x) all claims of DMI against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x); and
(xi) all rights of DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement as the “AssetsBusiness.” 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Ziff Davis Inc)
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMISeller’s right, title, title and interest in and to the following all of Seller’s personal property and assets, real, personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(i) a. all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Exhibit 2.1(a);
(iii) b. all inventoriesInventories;
(iv) c. all accounts receivableAccounts Receivable;
(v) d. all written Contracts Seller Contracts, including those listed in Schedule 3.12(aExhibit 3.18(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vi) e. all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Exhibit 3.15(b);
(vii) f. all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii2.2(g) of this Agreementand certification documentation for the Inventory;
(viii) g. all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aExhibits 3.23(d), (e) and (cf);
(ix) h. all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateClosing, unless expended in accordance with this Agreement;
(x) i. all claims of DMI 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 2.1(xExhibit 2.1(j); and
(xi) j. all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) Exhibit 2.2(e). As reflected in Exhibit 2.2(e), Seller and that the Shareholder may be entitled to certain Income Tax Refunds relating to the operations of Seller. Such Income Tax Refunds are not excluded under Section 2.2(viii)included in the Assets. All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMISeller’s right, title, title and interest in and to the following all of Seller’s property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property, including the real property Real Property described in Schedule 3.10Parts 3.7 and 3.8;
(iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(b);
(iiic) all inventoriesInventories;
(ivd) all accounts receivableAccounts Receivable;
(ve) all written Contracts Seller Contracts, including those listed in Schedule 3.12(aPart 3.20(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vif) all Permits Governmental Authorizations and all pending applications therefor or renewals re- newals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viig) all data and records Records related to the operations of DMISeller, including 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 recordsRe- cords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records described Records de- scribed in Section 2.2(vii) of this Agreement2.2(g);
(viiih) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xj) all claims of DMI 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 2.1(xPart 2.1(j); and
(xik) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(ivPart 2.2(d) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement Agree- ment shall not include the assumption of any Liability related to the Assets unless NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.). COMMENT
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, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(a);
(iiib) all inventories;
(iv) all accounts receivable;
(v) all written the Seller Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); Part 2.1(b) and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vic) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viid) all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiie) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, fax and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixf) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement, except for insurance benefits resulting from or relating to the theft of certain computer equipment listed in Part 2.2(e);
(xg) all claims of DMI Seller against third parties Third Parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(xPart 2.1(g); and;
(xih) all rights of DMI relating to Seller for deposits and prepaid expensesexpenses relating to the Assets, claims for refunds including all deposits and rights to offset in respect thereof that are not prepaid expenses listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.Part 2.1
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assetsassets used in connection with or related to the Business, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(a);
(iiib) all inventoriesInventories;
(ivc) all accounts receivableAccounts Receivable;
(vd) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); customer or client relationships, and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vie) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.12(b);
(viif) all data and records Records related to the operations of DMIthe Business, including 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 records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(f);
(viiig) all of the intangible rights and property of DMISeller relating to the Business, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses (including, without limitation, www.cryomedical.com) and listings, listings and those items listed in Schedules 3.16(aParts 3.15(x), (x), (x) and xxx (cx);
(ixh) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreementexcept to the extent related to Retained Liabilities;
(xi) all claims of DMI Seller against third parties relating to the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingent, including inclxxxxx all such claims listed in Schedule 2.1(xPart 2.1(i), except to the extent related to Retained Liabilities; and
(xij) all rights of DMI Seller relating to deposits and prepaid expensesexpenses to the extent that such deposits or prepaid expenses relate to the Assets or, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viiiPart 2.2(e). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this AgreementAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cryomedical Sciences Inc)
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens other than Permitted Liens, Encumbrances all of DMISeller’s right, title, and interest in and to the following Business and all of the property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, used in the Business, including the following (but excluding the Excluded Assets):
(ia) all real property, including Tangible Personal Property used in the real property described in Schedule 3.10Business;
(iib) all tangible personal propertyInventory of the Business, including those items described a list of which is provided in Schedule 3.9Section 1.1(b) of the Disclosure Schedules;
(iiic) all inventoriesAccounts Receivables associated with the Business, as listed on Section 1.1(c) of the Disclosure Schedules;
(ivd) all accounts receivable;
(v) all written Business Contracts including those listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); Section 4.17.1 of the Disclosure Schedules and all outstanding offers or solicitations made by or to DMI Seller with respect to the Business to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vie) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer;
(viif) all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement1.2(c);
(viiig) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwillthe DBA, telephone, telecopy, goodwill and e-mail addresses and listings, and those all of other items listed in Schedules 3.16(a) Sections 4.21.5, 4.21.6, 4.21.6, 4.21.7 and (c)4.21.9 of the Disclosure Schedules;
(ixh) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xi) all claims of DMI 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 2.1(x); and;
(xij) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are thereof; and
(k) 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 listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii)similar to the items specifically set forth above. All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement1.3.1.
Appears in 1 contract
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assetsassets used in connection with or related to the Business, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(a);
(iiib) all inventoriesInventories;
(ivc) all accounts receivableAccounts Receivable;
(vd) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); customer or client relationships, and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vie) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.12(b);
(viif) all data and records Records related to the operations of DMIthe Business, including 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 records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(f);
(viiig) all of the intangible rights and property of DMISeller relating to the Business, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses (including, without limitation, www.cryomedical.com) and listings, listings and those items listed in Schedules 3.16(aParts 3.15(x), (x), (x) and xxx (ch);
(ixh) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreementexcept to the extent related to Retained Liabilities;
(xi) all claims of DMI Seller against third parties relating to the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingent, including incxxxxxx all such claims listed in Schedule 2.1(xPart 2.1(i), except to the extent related to Retained Liabilities; and
(xij) all rights of DMI Seller relating to deposits and prepaid expensesexpenses to the extent that such deposits or prepaid expenses relate to the Assets or, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viiiPart 2.2(e). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this AgreementAssets.
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property, including the real property Real Property described in Schedule 3.10Parts 3.7 and 3.8;
(iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(b);
(iiic) all inventoriesInventories;
(ivd) all accounts receivableAccounts Receivable;
(ve) all written Contracts Seller Contracts, including those listed in Schedule 3.12(aPart 3.20(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vif) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viig) all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiih) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xj) all claims of DMI 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 2.1(xPart 2.1(j); and
(xik) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(ivPart 2.2(d) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement).
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, but effective as of the Closing DateEffective Time, DMI Sellers shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyers, and NEWCO Buyers shall purchase and acquire from DMISellers, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Sellers' right, title, title and interest in and to the following all of Sellers' property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
): (ia) all real propertyReal Property, including the real property Real Property described in Schedule 3.10;
Parts 3.6 and 3.7; (iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9;
Part 2.1(b) (iiiprovided, that the parties acknowledge that the Part 2.1(b) may not be entirely accurate or complete); (c) all inventories;
Inventories; (ivd) all accounts receivable;
Accounts Receivable; (ve) all written Seller Contracts listed in Schedule 3.12(aPart 3.19(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
; (vif) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof;
, in each case to the extent transferable to Buyers, including those listed in Part 3.16(b); (viig) all data and records Records related to the operations of DMISellers, other than data and records relating to Excluded Assets, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records for Hired Active Employees and other records Records described in Section 2.2(vii) of this Agreement;
2.2(d); (viiih) all of the intangible rights and property of DMISellers, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.24(d), (e) and (ch);
; (ixi) all insurance benefits, including rights and proceeds, arising from or relating to claims arising from events occurring after the Effective Time relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
Liabilities; (xj) all claims of DMI Sellers against third parties relating to the Assets other than those claims constituting Excluded Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent; (k) all indemnification rights and benefits relating to claims arising from events occurring or actions taken (or not taken) by any Person prior to the Effective Time that are made after the Effective Time relating to the Assets or the Assumed Liabilities, including all such claims listed in Schedule 2.1(x); and
(xi) all rights of DMI relating and benefits with respect to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.environmental indemnifications from third parties
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer Sub, and NEWCO Buyer shall cause the Buyer Sub to purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMISeller’s right, title, title and interest in and to the following all of Seller’s property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.91.1(a);
(iiib) all inventoriesAccounts Receivable;
(ivc) all accounts receivable;
(v) all written Contracts Seller Contracts, including those listed in Schedule 3.12(a2.19(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vid) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 2.16(b);
(viie) all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement1.2(g);
(viiif) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, the name “IT Authorities,” going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(a2.24(d), (e), (f) and (ch);
(ixg) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xh) all claims of DMI 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 2.1(xSection 1.1(h); and
(xii) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv1.2(d) and that are not excluded under Section 2.2(viii1.2(h). .
(j) All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement1.4(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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including, but not limited to, the following (but excluding the Excluded Assets):
(ia) all real propertycash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the real property Real Property described in Schedule 3.10Parts 3.7 and 3.8;
(iic) all tangible personal propertyTangible Personal Property of the Business, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(aPart 2.1(c);
(vid) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viih) all data data, House Plans (including those listed in Part 2.1(h)), and records related to Records of the operations of DMIBusiness, including client client, customer, and customer supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(d);
(viiii) all Software;
(j) all of the intangible rights and property of DMIthe Business, including Intellectual PropertyProperty Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(d), (e), (f) and (ch);
(ixk) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceedsproceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this AgreementEffective Time;
(xl) all claims of DMI Seller against third parties parties, arising from or relating to the Business or the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingentnon-contingent, including inxxxxxxg all such claims listed in Schedule 2.1(xPart 2.1(l); and;
(xim) all rights of DMI Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement.thereof; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
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 DateEffective Time, DMI each Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISellers, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Sellers’ right, title, title and interest in and to the following all of each Seller’s property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyownership interests (whether in the form of shares or other equity interests) in each of the Foreign Subsidiaries all as more particularly expressed in Part A;
(b) all Real Property, including the real property Real Property described in Schedule 3.10Part 3.8;
(iic) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9Part 2.1(b);
(iiid) all inventoriesMaterials and Supplies Inventories and all Film and Digitized Information Files;
(ive) all accounts receivableAccounts Receivable and WIP;
(vf) all written Contracts Seller Contracts, including those listed in Schedule 3.12(aPart 3.20(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI any Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vig) all Permits Governmental Authorizations related to the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(viih) all data and records Records related to the operations of DMIthe Business by Sellers, including 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 Records, customer accounts, pricing and quotation records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiii) all of the intangible rights and property of DMISellers, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aParts 3.25(e), (f) and (ch);
(ixj) all insurance benefits, including rights and proceeds, but only to the extent arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xk) all claims of DMI any Seller against third parties but only to the extent arising from or relating to the AssetsAssets or the Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(xPart 2.1(j); and;
(xil) all rights of DMI any Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(ivPart 2.2(d) and that are not excluded under Section 2.2(viii)2.2(g) but only to the extent arising from or relating to the Assets or the Assumed Liabilities;
(m) all Cash on hand and bank accounts of Foreign Subsidiaries at Closing; and
(n) all rights in connection with, and assets of, any non-US Employee Plans. All of the property property, rights and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement).
Appears in 1 contract
Assets to be Sold. ISSUANCE OF SELLER STOCK Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property and Real Property Leases, including the real property Real Property and Real Property Leases described in Schedule 3.10Schedules 3.6 and 3.7;
(iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.92.1(b);
(iiic) all inventoriesInventories;
(ivd) all accounts receivable;
(v) all written Contracts Seller Contracts, including those listed in Schedule 3.12(a3.18(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vie) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.15(b);
(viif) all data and records Records related to the operations of DMISeller, including 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, copies of financial and accounting recordsRecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records described in Section 2.2(vii) of this AgreementRecords;
(viiig) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(a) 3.23(b), 3.23(b)(i), 3.23(c), 3.23(d), 3.23(e), and (c3.23(f);.
(ixh) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xi) all claims of DMI 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 2.1(x2.1(I);
(j) all of Seller's Water Rights; and
(xik) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii2.2(f). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement2.3(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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances (other than Permitted LiensEncumbrances), all of DMISeller’s right, title, title and interest in and to the following all of Seller’s property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9;
(iii) all inventories;
(iv) all accounts receivable;
(v) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to DMI to enter into any Contract, as specifically listed on Schedule 3.12(aPart 2.1(a);
(vib) all Permits Inventories;
(c) all Accounts Receivable;
(d) all Seller Contracts listed in Part 3.19 (unless specifically listed in Part 2.2(f));
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the Business, including those listed in Part 3.16(b);
(viif) all data and records Records related to the operations of DMIthe Business, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiig) all of the intangible rights and property of DMISeller necessary or used in the Business, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(ixh) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended extended in accordance with this Agreement;
(xi) all claims of DMI 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 2.1(x); and
(xij) all rights of DMI Seller necessary or used in the Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(ivPart 2.2(d) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing Date, DMI Sellers shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISellers, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Sellers’ right, title, and interest in and to the following all property and assets, real, personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, belonging to Sellers and which relate to the business currently conducted by Sellers as a going concern, including the design, manufacture, and sale of its air pollution control systems and the furnishing of installation services to customers (the “Business”), including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10;
(ii) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.92.1(a);
(iiib) all inventoriesInventories;
(ivc) all accounts receivableAccounts Receivable;
(vd) all written Contracts Seller Contracts, including those listed in Schedule 3.12(a3.20(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vie) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.17(b);
(viif) all data and records Records related to the operations of DMISellers, including 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 correspondence, and other similar documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiig) all of the intangible rights and property of DMISellers, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, and those items listed in Schedules 3.16(a3.23(a), (b), (c), (d), (e) and (cg);
(ix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(xh) all claims of DMI against third parties Sellers relating to the Assets, whether xxxxxx or inchoatewhether, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x2.1(h); and;
(xii) all rights of DMI Sellers relating to deposits and prepaid expenses, claims for refunds (other that in respect of Taxes) and rights to offset in respect thereof that are not listed in Schedule 2.2(iv2.2(d) and that are not excluded under Section 2.2(viii2.2(h);
(j) all rights in connection with and assets of the Employee Plans listed in Schedule 2.1(k) (the “Assumed Plans”);
(k) all cash and cash equivalents, except as excluded in Section 2.2(a); and
(l) all other properties and assets of every kind, character, and description, tangible or intangible, owned by Sellers 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 NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to all of the following property and assetsassets of the Divisions, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property, including the real property Real Property described in Schedule 3.10Schedules 3.6 and 3.7;
(iib) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.92.1(b);
(iiic) all inventoriesInventories (except as specifically described in Section 2.2);
(ivd) all accounts receivableAccounts Receivable;
(ve) all written Contracts Seller Contracts, including those listed in Schedule 3.12(a3.19(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Seller Contract, as specifically listed on Schedule 3.12(a);
(vif) all Permits Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(viig) all data and records Records related to the operations of DMIthe Divisions, including client and customer lists and recordsRecords, supplier lists and Records, prospective customer lists, pricing information, 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this AgreementRecords;
(viiih) all of the intangible rights and property of DMISeller related to the operations of the Divisions, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(a3.24(d), (e), (f) and (ch);
(ixi) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
(xj) all claims of DMI Seller against third parties Third Parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x2.1(j); and
(xik) all rights of DMI Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii2.2(b). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing Date, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMISeller’s right, title, title and interest in and to the following all of Seller’s property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property, including the real property Real Property described in on Schedule 3.103.7 and the Real Property Leases described on Schedule 3.8;
(iib) all tangible personal propertyTangible Personal Property, including those items described in on Schedule 3.92.1(b);
(iiic) all inventoriesInventories;
(ivd) subject to Section 2.10(c), all accounts receivableAccounts Receivable;
(ve) all written Contracts listed in Schedule 3.12(a); all oral Contracts specifically Seller Contracts, including those listed on Schedule 3.12(a3.20(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vif) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed on Schedule 3.17(b);
(viig) all data and records related to the operations of DMISeller, including client and customer lists, supplier lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and (and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this Agreement2.2(g);
(viiih) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in on Schedules 3.16(a3.25(d), (e), (f), (g) and (ch);
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;
(xj) all claims of DMI Seller against third parties Third Parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in on Schedule 2.1(x2.1(j); and
(xik) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in on Schedule 2.2(iv2.2(d) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of 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, but effective as of the Closing DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s Seller's right, title, title and interest in and to the following all of Seller's property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, including the following (but excluding the Excluded Assets):
(ia) all real property, including the real property described in Schedule 3.10cash and cash equivalents;
(iib) all tangible personal propertyTangible Personal Property owned by Seller, including including, but not limited to, those items described in Schedule 3.9Section 2.1(b) of the Disclosure Schedule;
(iiic) all inventoriesInventories;
(ivd) all accounts receivableAccounts Receivable;
(ve) except as set forth on Section 2.2(e) of the Disclosure Schedule, all written Contracts Seller Contracts, including those listed in Schedule 3.12(a); all oral Contracts specifically listed on Schedule 3.12(a); Section 3.20(a) of the Disclosure Schedule, and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
(vif) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Section 3.17(b) of the Disclosure Schedule;
(viig) all data and records Records related to the operations of DMISeller, including 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 documents and records and (Records and, subject to any federalLegal Requirements, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records Records and other records Records described in Section 2.2(vii) of this Agreement2.2(g);
(viiih) all of the intangible rights and property of DMISeller, including Intellectual PropertyProperty Assets, going concern value, goodwill, telephone, telecopy, telecopy and e-mail addresses and listings, listings and those items listed in Schedules 3.16(aSections 3.25(d), (e) and (c)g) of the Disclosure Schedule;
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended by either Buyer or Seller (for purposes of satisfying a Retained Liability or an indemnification obligation) in accordance with this Agreement;
(xj) all claims of DMI 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 2.1(x)Section 2.1(j) of the Disclosure Schedule; and
(xik) all rights of DMI Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Section 2.2(c) of the Disclosure Schedule 2.2(iv) and that are not excluded under Section 2.2(viii2.2(h). All of the property and assets to be transferred to NEWCO under this Agreement Buyer hereunder are herein referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreement).
Appears in 1 contract
Samples: Asset Purchase Agreement (Winnebago Industries Inc)
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 DateEffective Time, DMI Seller shall sell, convey, assign, transfer, transfer and deliver to NEWCOBuyer, and NEWCO Buyer shall purchase and acquire from DMISeller certain Real Property identified herein as the Katella Commercial Center and the T-Xxx Plaza, interests in the Limited Liability Companies and a general partnership interest in the Limited Partnership, as more fully described in the schedules set forth below in this Section 2.1, and Schedules 3.6, 3.7 and 3.8 (collectively referred to herein as the "Assets"), free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of DMI’s right, title, and interest in and to the following including property and assets, real, personal, personal or mixed, tangible and intangible, of DMI, of every kind and description, wherever located located, associated with the Assets, including the following (but excluding the Excluded Assets):
(ia) all real propertyReal Property, including the real property Real Property described in Schedules 3.6 and 3.7; (b) all Real Property Leases described in Schedule 3.102.1(b);
(iic) all tangible personal propertyTangible Personal Property, including those items described in Schedule 3.9;
2.1(c); (iiid) interests in the Limited Liability Companies described in Schedule 2.1(d); (e) partnership interests in the Limited Partnership described in Schedule 2.1(e); (f) all inventories;
(iv) all accounts receivable;
(v) all written Contracts Seller Contracts, including those listed in Schedule 3.12(a3.18(a); all oral Contracts specifically listed on Schedule 3.12(a); , and all outstanding offers or solicitations made by or to DMI Seller to enter into any Contract, as specifically listed on Schedule 3.12(a);
; (vig) all Permits Governmental Authorizations and all pending applications therefor or renewals thereof;
, in each case to the extent transferable to Buyer, including those listed in Schedule 3.17(b); (viih) all data and records Records related to the operations of DMISeller, the LLCs and the LP 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 manualsRecords, financial and accounting records, creative materialsRecords, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and other Records which seller is required by law to retain in its possession; (subject to any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel records and other records described in Section 2.2(vii) of this Agreement;
(viii) all of the intangible rights and property of DMI, including Intellectual Property, going concern value, goodwill, telephone, telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(ixi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing DateEffective Time, unless expended in accordance with this Agreement;
; and (xj) all claims of DMI 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 2.1(x); and
(xi) all rights of DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(viii2.1(j). All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement 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 NEWCO Buyer expressly assumes that Liability pursuant to Section 2.4(a) of this Agreementand (b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Secured Diversified Investment LTD)
