Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets): (a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts; (b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8; (c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c); (d) all Inventories of the Business; (e) all Accounts Receivable of the Business; (f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts"); (g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b); (h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d); (i) all Software; (j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h); (k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time; (l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l); (m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and
Appears in 1 contract
Sources: 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 Effective TimeSeller hereby sells, Seller shall sellconveys, conveyassigns, assigntransfers, transfer and deliver delivers to Buyer, and Buyer shall purchase hereby purchases and acquire acquires from Seller, free and clear of any Encumbrances other than except Permitted EncumbrancesEncumbrances and Assumed Liabilities, all of Seller's ’s right, title title, and interest in and to all of Seller's property and the assets, realproperties, personal rights (contractual or mixed, tangible otherwise) and intangible, business of every kind and description, wherever located, includingpersonal or mixed, but not limited totangible or intangible, owned, held or used by Seller as the following (but excluding same shall exist on the Closing Date, other than the Excluded Assets (the “Purchased Assets):”). The Purchased Assets shall be free and clear of any Encumbrances except Permitted Encumbrances and Assumed Liabilities. The Purchased Assets include:
(a) all cashthe machinery, cash equivalents equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles, and other items of tangible personal property (other than Inventories) owned or leased by Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all marketable securitiesmaintenance records and other documents relating thereto as listed in Schedule 2.1(a)(i) (collectively, notes receivable, or other similar instruments, in transit, in hand or in bank accounts“Tangible Personal Property”);
(b) all Real Property of the BusinessInventories used or held by Seller, including the Real Property described which are listed in Parts 3.7 and 3.8Schedule 2.1(b);
(c) all Tangible Personal Property rights of the BusinessSeller under existing agreements and contracts to which Seller is a party, including those items the Lease, all purchase orders and customer contracts described in Part on Schedule 2.1(c) (collectively, the “Assumed Contracts”);
(d) all Inventories of Intellectual Property that is owned by or leased, licensed or sublicensed to Seller, including the Businessassets listed in Schedule 3.16(a) and Schedule 3.16(b) (collectively, the “Intellectual Property Assets”);
(e) all Accounts Receivable of Governmental Authorizations and all pending applications or renewals thereof, including but not limited to, those identified on Schedule 2.1(e), to the Businessextent transferable. Any Governmental Authorizations that are not transferable are so designated on such Schedule 2.1(e);
(f) all information, files, correspondence, records, data, plans, reports, contracts and recorded knowledge, including customer, supplier, vendor, distributor, price and mailing lists, marketing, sales and promotional materials, purchase and sale records, quality control records, research and development files, technical manuals, files and data, company manuals and all accounting or other books and records of the Seller Contracts listed in Part 2.1(f) whatever media retained or stored, including computer programs 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")disks;
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d);
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l);
(m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof (to the extent paid or arising solely pursuant to an Assumed Contract or Purchased Asset and arising after the Closing Date);
(h) Accounts Receivable (other than those due from Evergreen Vending in the amount of approximately $340,000); and
(i) all other tangible and intangible assets, properties and rights of Seller of any kind or description, wherever located (including all goodwill related to or associated with the Purchased Assets), that are (i) carried on the books of the Seller or (ii) owned or licensed by the Seller. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to any of the Purchased Assets unless Buyer expressly assumes that Liability pursuant to Section 2.3(a).
Appears in 1 contract
Assets to be Sold. Upon (a) On the terms and subject to the conditions of this Agreement, Sellers shall, on the Closing Date, sell, assign, transfer, convey and deliver to Urologix, or to such Affiliate or Affiliates of Urologix, as Urologix may designate in writing to EDAP (collectively, "Urologix Affiliates"), and Urologix shall purchase or shall cause one of the Urologix Affiliates to purchase from the Sellers on the Closing Date all of the right, title and interest of the Sellers in the assets, properties, rights and goodwill of every kind and description and wherever located, whether tangible or intangible, owned by the Sellers which are used or held for use in the Business (as herein defined), other than the Excluded Assets (the assets to be purchased by Urologix or the Urologix Affiliates pursuant to this Section 1.1 being referred to as the "Assets"), including, without limitation, the following:
(i) all equipment, machinery, molds, tools and dies and other tangible personal property, including all CPP units and other units at customer locations, whether on loan or consignment and wherever located, used or held for use by a Seller (or such Seller's vendors or customers) and used in the Business or otherwise owned or held by a
(a) (i), but excluding assets listed on Schedule 1.1(b)(xii);
(ii) all raw materials, work-in-process, spare parts and finished goods inventories of the Business (the "Inventory") on the Closing Date which are not located in France, and, as of the Closing Date, all parts of all Products (including, without limitation, disposables) to be sold in the ordinary course of the Business, merchandise, supplies or other personal property used in the Business;
(iii) all U.S. third-party accounts and notes receivable, excluding accounts and notes receivable from American MedTech Services, Inc. ("MedTech") and those listed on Schedule 1.1(b)(xiii), but including those receivables listed on Schedule 1.1(a)(iii), and the US$370,000 intercompany receivable (labeled as Other Current Assets on Sellers' March 31, 2000 balance sheet) (the "Intercompany Receivable") of the Sellers arising from the conduct of the Business before the Closing Date;
(iv) all books of account, general and financial records, personnel records related to any Transferred Employee, invoices, shipping records, supplier lists, device history records, clinical study records, test data, manufacturing records, traceability records, device master records for each of the Products, regulatory documents, premarket approval ("PMA") files, including all approved and pending amendments and supplements and product materials prepared for, or submitted to, other governments and any files related to approvals by such governments, records, reports and correspondence, laboratory notes, research records, correspondence and other documents, records, data files and service manuals and any rights thereto used in, or relating to, the Business (with unrelated information redacted) on the Closing Date; provided that, within EDAP's reasonable discretion, EDAP may retain originals of any of the items listed in this Section 1.1(a)(iv), other than such original items which Urologix shall be required by law to retain, and provided further that any information retained by EDAP shall be subject to the terms of Section 7.5;
(v) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and enuring to the benefit, of any Seller and relating to the Assets and the Business and relating to occurrences prior to the Closing Date, to the extent not expended for the repair or restoration of such Assets prior to the Closing Date;
(vi) all sales and promotional literature, customer lists artwork, and other sales-related materials owned, used, associated with or employed by and used in the Business on the Closing Date;
(vii) all rights of each Seller under the contracts, licenses, sublicenses, agreements, leases, commitments and sales orders for Products not delivered prior to the Closing, in each case listed on Schedule 1.1(a)(vii), including all prepaid royalties related to the same, and any sales order placed in the ordinary course of business after the date hereof and prior to the Closing which is disclosed to Urologix at or prior to Closing and accepted by Urologix (collectively, the "Assumed Contracts");
(viii) all U.S. and foreign patents, trademarks, service marks, trade names, copyrights, registrations and applications for registration with respect to any of the foregoing, including but not limited to those items listed on Schedule 1.1(a)(viii), trade secrets, know-how, product designs and design specifications, drawings, bills of material and engineering documentation and other intellectual property owned by any Seller and used in the Business on the Closing Date;
(ix) all product approvals, clearances, registrations, permits, consents, waivers, certificates, listings and exemptions submitted to or granted by a regulatory authority, foreign or domestic, for the purpose of allowing the manufacture, sale or distribution of a product of the Business, and all correspondence with and other permits, orders, certificates, authorizations or approvals of any supranational, national, federal, state, provincial or local, domestic or foreign, governmental authority or regulatory agency held by a Seller in respect of the Business;
(x) computer software and firmware used in the Business; and
(xi) all goodwill of the Sellers with respect to the Business on the Closing Date.
(b) Notwithstanding any provision of Section 1.1(a) to the contrary, the Assets shall exclude the following assets owned by one or more of the Sellers (the "Excluded Assets"):
(i) all cash, cash equivalents and bank accounts owned by each Seller at the Closing Date;
(ii) all raw materials, work-in-process, finished goods and spare parts inventories which are located in France used in the Business and all purchase orders and other commitments for raw materials and contract work with regard to the same;
(iii) the shares of capital stock of each Seller or any Subsidiary thereof and the corporate books and records of each Seller;
(iv) all rights of each Seller under this Agreement;
(v) any and all interests in real property owned or leased by any Seller;
(vi) any assets of any Employee Benefit Plan;
(vii) any contract, license, lease or other agreement not set forth on Schedule 1.1(a)(vii), including, without limitation, those contracts, licenses, leases and other agreements set forth in Schedule 1.1(b)(vii) and any Assumed Contract which is not assignable to Urologix;
(viii) all advances, deposits, loans, prepaid interest and other prepaid expenses of all kinds of the Business;
(ix) all permits and licenses (including, without limitation, all environmental permits and licenses) related to the ownership or use of real property owned or leased by any Seller;
(x) all personnel records related to any employee or former employee of any Seller who is not a Transferred Employee;
(xi) tax records;
(xii) production and accounting software and other assets listed on Schedule 1.1(b)(xii); and
(xiii) the accounts and notes receivable listed on Schedule 1.1(b)(xiii).
(c) There shall be included in the Assets, for all purposes of this Agreement, at all assets of the type described in Section 1.1(a), other than subsection (iii) thereof, which are owned by any EDAP Affiliates for use in the Business. Except as provided herein or in any agreement referred herein, physical possession of such Assets shall be transferred only as requested by Urologix. Prior to Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, EDAP agrees to cause such EDAP Affiliates to transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in such assets to EDAP, free and clear of all Liens. On the Closing, EDAP shall transfer all right, title and interest in such assets to Urologix, free and clear of all Liens. After Closing, all tools and dies shall stay in the possession of French Subsidiary to be utilized as provided in the Supply and Transition and Technology Transfer Agreements. All Kits, other than those held by EDAP's Japanese subsidiary, shall be shipped to Urologix's facility in Minneapolis, Minnesota immediately after Closing. Kits and spare parts held by EDAP's Japanese subsidiary shall be held by such subsidiary and sold by Urologix to such subsidiary under the terms of the International Distribution Agreement. Except as provided above, EDAP shall cause all spare parts to be held by the EDAP Affiliates and to all be first utilized, without charge to Urologix, as applicable to meet the service or sales needs of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, depositsUrologix, and installment payments, and all marketable securities, notes receivable, or for no other similar instruments, purpose unless agreed to in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c);writing by Urologix.
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, EDAP may retain copies of all personnel Records and other Records described in Section 2.2(dthose categories of documents identified on Schedule 1.1(d);
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l);
(m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's property ’s property, rights and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of SellerTangible Personal Property, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, those items described in transit, in hand or in bank accountsSchedule 2.1(a);
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8Inventories;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c)Accounts Receivable;
(d) all Inventories of the BusinessSeller Contracts, including those listed in Schedule 3.20(a) for which consent to assignment is not expressly required or for which Material Consents are obtained or for which Consents to assignment are later obtained pursuant to Section 2.9(a) (but excluding those listed in Schedule 2.2(j) or those expressly designated on Schedule 3.20(a) as not being assigned to or assumed by Buyer) (“Assigned Contracts”), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) all 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 Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part Schedule 3.17(b);
(hf) all data, House Plans (including those listed in Part 2.1(h)), data and Records related to the operations of the BusinessSeller, including client, customer, client and supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d2.2(f);
(i) all Software;
(jg) all of the intangible rights and property of the BusinessSeller, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses addresses, data/databases and listings and those items listed in Parts 3.25(d), (e), (fSchedules 3.25(a) and (hb);
(kh) except for those relating to the Employee Plans, all insurance policiesproceeds, including all insurance benefitsif any, rights and proceeds thereunder, arising from or relating recovered pursuant to the Business, the Assets or the Assumed Liabilities prior to the Effective TimeSection 10.12;
(li) all claims of Seller against third parties, arising from or parties relating to the Business or the Purchased Assets, whether choate ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingentnoncontingent (other than a right to submit a claim in the future for insurance benefits), in▇▇▇▇▇▇g including all such claims listed in Part 2.1(lSchedule 2.1(i);
(mj) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof that are not Excluded Assets; and
(k) the property, rights and assets expressly designated in Schedule 2.1(k). All of the property, rights and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Purchased Assets.” Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(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 Effective Time, Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets)::
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accountsthe Real Property constituting the ▇▇▇▇▇▇▇ Preparation Plant as shown on Exhibit 2.1(a);
(b) all Real Property of the BusinessTangible Personal Property, including the Real Property that described in Parts 3.7 and 3.8Part 2.1(b);
(c) all Tangible Personal Property of the Business, including those items described Seller Contracts listed in Part 2.1(c3.9(a);
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those thereof listed in Part 3.17(b3.7(b);; and
(he) all data, House Plans (including those listed in Part 2.1(h)), certain data and Records of related solely to the BusinessAssets, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d)Records;
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceeds thereunderproceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(lg) all claims of Seller against third parties, arising from or parties to the extent relating to the Business or the Assets, whether choate ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingentnoncontingent, inincluding all such claims listed in Part 2.1(g);
(h) all extracted, unsold coal inventory, located at the ▇▇▇▇▇▇g ▇ Preparation Plant, including stockpiled coal inventory, existing as of the Closing, including coal delivered thereto pursuant to the Premium Coal Contract but excluding all such claims listed in Part 2.1(lother coal delivered thereto by Premium (the “Coal Inventories”);; and
(mi) all rights a leasehold interest in the Mineral Rights pursuant to the terms of Seller relating the Mineral Lease, in form and substance substantially identical to Business deposits Exhibit 2.1(i). All of the property and prepaid expensesassets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, claims for refunds and rights the transfer of the Assets pursuant to offset in respect thereof; andthis Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers' right, title and interest in and to all of Seller's property and Sellers' assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assetsonly those items listed in Schedule 2.1(a):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the BusinessProperty, including the Real Property described in Parts 3.7 Schedule 3.6 and 3.83.7;
(b) all Current Assets as defined in Section 2.7(a) below;
(c) all Tangible Personal Property of the BusinessProperty, including those items described in Part Schedule 2.1(c);
(d) all Inventories of the BusinessSellers' Contracts listed in Schedule 2.1(d), and all outstanding offers or solicitations made by or to Sellers to enter into any Contract;
(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 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(bSchedule 2.1(e);
(hf) all datadata and records related to the operations of Sellers, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records as described in Section 2.2(dSchedule 2.1(f);
(ig) all Software;
(j) all of the intangible rights and property of the BusinessSellers, including Intellectual Property Assets (including any contained in or forming a part of other Assets)Property, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (hSchedule 2.1(g);
(kh) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceeds thereunderproceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date;
(li) all claims of Seller Sellers against third parties, arising from or parties relating to the Business or the Assets, whether choate ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingentnoncontingent, in▇▇▇▇▇▇g including all such claims listed in Part 2.1(lSchedule 2.1(i);; and
(mj) all rights of Seller Sellers relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and. All of the assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets."
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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted EncumbrancesEncumbrances and the Assumed Liabilities Escrow, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Real Property and other Excluded AssetsAssets referred to in Section 2.2):
(a) all cash, cash equivalents of SellerTangible Personal Property, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, those items described in transit, in hand or in bank accountsSchedule 2.1(a);
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8Inventories;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c)Accounts Receivable;
(d) all Inventories of the BusinessSeller Contracts, including those listed in Schedule 3.14(a);
(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 Authorizations and all pending applications therefor therefore or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(hf) all data, House Plans (including those listed in Part 2.1(h)), data and Records related to the operations of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d)Seller;
(i) all Software;
(jg) all of the intangible rights and property of the BusinessSeller, including excluding "Highway-Flyway" Intellectual Property Assets (which are owned by ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ individually, but including any contained in or forming a part of all other Intellectual Property Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(dSchedules 3.19(b), (c), (d), (e), (f) and (hg);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(lh) all claims of Seller against third parties, arising from or parties relating to the Business or the Assets, whether choate ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingentnoncontingent, in▇▇▇▇▇▇g including all such claims listed in Part 2.1(lSchedule 2.1(h);; and
(mi) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; andthereof that are not listed in Schedule 2.2(f) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets."
Appears in 1 contract
Sources: Asset Purchase Agreement (Ram Venture Holdings Corp)
Assets to be Sold. Upon the terms and subject to the conditions set forth Except as otherwise provided in this AgreementSection 1.2 below, at the Closing, but effective Closing (as of hereinafter defined) the Effective Time, Seller shall sell, assign, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest of the Seller in and to all the assets, properties, rights and business of Seller's property the Seller of every type and assetsdescription, real, personal or and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of every kind and descriptionthe Seller relating to or used in connection the Business (collectively, wherever locatedthe "Purchased Assets"), including, but not limited to, the following (but excluding the Excluded Assets):without limitation:
(ai) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes accounts receivable, whether collected or other similar instrumentsuncollected on the date hereof, in transit, in hand or in bank accounts;
(b) all Real Property of attributable to sales made by Seller and its agents relating to the Business, including period commencing on the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c);
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), date which Buyer elects is 60 business days prior to assume on or after the Closing Date pursuant to (as hereinafter defined), including without limitation, those which are listed on Schedule 1.1
(i) attached hereto (the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller ContractsAccounts Receivable");
(gii) all Governmental Permits of cash and marketable securities held or owned by Seller on the Business and all pending applications therefor date hereof in any bank or renewals thereofsecurities account, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b)as set forth on Schedule 1.1(ii) attached hereto;
(hiii) all data, House Plans (including those listed in Part 2.1(h)), and Records the goodwill of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d)Seller;
(i) all Software;
(jiv) all of the intangible rights Seller's inventories on the Closing Date, including, without limitation, all inventories of raw materials, work-in-progress and property active shipments and ordered goods whether located on the premises of the BusinessSeller, including Intellectual Property Assets (including any contained in transit to or forming a part from such premises, in warehouses, in the premises of other Assets)manufacturers, going concern valueor otherwise, goodwillincluding, telephonewithout limitation, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l);
(m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; andindicated on Schedule 1.1
Appears in 1 contract
Sources: Asset Purchase Agreement (Liberty Holdings Group 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 Effective Time, each Seller shall sell, convey, assign, transfer and deliver to Buyerone or more direct or indirect Subsidiaries of Buyer designated in writing by Buyer prior to the Closing Date (each a “Buyer Designee”), and each Buyer Designee shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller's ’s right, title and interest in and to all of such Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Businesssuch Seller, including those items described in Part 2.1(c2.1(a);
(b) all Inventories of such Seller;
(c) all Accounts Receivable of such Seller;
(d) all Inventories cash, cash equivalents and short-term investments of the Businesssuch Seller;
(e) all Accounts Receivable rights of such Seller under the BusinessSeller Contracts of such Seller (including those listed in Part 3.19(a), but excluding those listed in Part 2.2(c), and all outstanding offers or solicitations made by or to any such Seller to enter into any Contract);
(f) all Leases of such Seller Contracts listed in Part 2.1(f) and (including any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date Amended Affiliate Lease entered into pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts"Section 5.10);
(g) all Governmental Permits Authorizations of the Business such Seller and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyerthe Buyer Designee, including those listed in Part 3.17(b3.16(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), data and Records related to the operations of the Businesssuch Seller, including client, customer, client and supplier customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, Records relating to Taxes imposed on the Assets, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records (with the exception of employee medical records required by applicable Legal Requirements to be confidentially maintained) and other Records described in Section 2.2(d);
(i) all Software;
(j) all of the intangible rights and property of such Seller related to the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets)Property, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f3.24(b) and 3.24(f);
(hj) all insurance policies and rights thereunder which Buyer and Seller Representative have mutually determined to transfer to Buyer or any Buyer Designee in accordance with Section 10.15 (including any insurance policies or rights in respect of any Assumed Benefit Plans, but excluding insurance policies in respect of any Target Benefit Plans that are not Assumed Benefit Plans);
(k) except for those relating to the Employee Plans, all insurance policiesbenefits of such Seller, including all insurance benefits, (i) rights and proceeds thereunderproceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement, and (ii) rights and proceeds, arising from or relating to any Assumed Benefit Plans prior to the Effective Time, but excluding insurance benefits in respect of the Target Benefit Plans that are not Assumed Benefit Plans;
(l) all claims of such Seller against third parties, arising from or Third Parties relating to the Business or the AssetsBusiness, whether choate c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l)noncontingent;
(m) all rights of such Seller relating to Business deposits and prepaid expensesexpenses (including, without limitation, any deposits or bonds held by any Governmental Body in respect of any Liquor License), claims for refunds and rights to offset in respect thereof;
(n) all rights in connection with and assets of the Assumed Benefit Plans; and
(o) any other assets owned, used or held for use by such Seller in the operation of the Business. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (Chanticleer Holdings, 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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accountsP▇▇▇▇ Cash;
(b) all Real Property Tangible Personal Property, including those items (including trade fixtures) described in Part 2.1(b) of the Business, including the Real Property described in Parts 3.7 and 3.8Disclosure Schedule;
(c) all Tangible Personal Property Inventories existing on the Closing Date, all of which are listed on Part 2.1(c) of the Business, including those items described in Part 2.1(cDisclosure Schedule (the “Purchased Inventory”);
(d) all Inventories Accounts Receivable existing on the Closing Date other than those excluded under Section 2.2(l), all of which are listed on Part 2.1(d) of the BusinessDisclosure Schedule (the “Purchased Receivables”);
(e) except as provided in Section 2.2(e), all Accounts Receivable Seller Contracts that are Assumed Contracts, all of which are listed in Part 3.20(a) of the BusinessDisclosure Schedule (including all outstanding offers or solicitations made by or to Seller to enter into any Contract, all of which are also separately listed on Part 3.20(a) of the Disclosure Schedule);
(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 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)) of the Disclosure Schedule;
(hg) other than any Records related to the Diversion Agreement or matters related to it, all data, House Plans (including those listed in Part 2.1(h)), data and Records related to the operations of the BusinessSeller, including client, customer, client and supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d2.2(f); provided, however, that Seller may retain copies of such Records;
(i) all Software;
(jh) all of the intangible rights and property of the BusinessSeller, including Intellectual Property Assets (including any contained in or forming a part of other Assets)and the names “Greenville Tube, LLC,” “Greenville Tube Corporation” and “Greenville Tube,” going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h)) of the Disclosure Schedule;
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(li) all claims of Seller against third parties, arising from or parties relating to the Business or the Assets, whether choate c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingentnoncontingent, in▇▇▇▇▇▇g including all such claims listed in Part 2.1(l);2.1(i) of the Disclosure Schedule; and
(mj) all rights Prepaid Expenses, other than those listed in Parts 2.2(c) and 2.2(h) of Seller relating the Disclosure Schedule. All of the property and assets to Business deposits and prepaid expensesbe transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, claims for refunds and rights the transfer of the Assets pursuant to offset in respect thereof; andthis Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c);
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d);
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g including all such claims listed in Part 2.1(l);
(m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and
Appears in 1 contract
Sources: 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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, the following real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, or property and assets used in or related to the Business including the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, the Real Property Leases listed in transit, in hand or in bank accountsPart 2.1(a);
(b) all Real Tangible Personal Property of located within the Business, including the Real Property described in Parts 3.7 and 3.8Stores;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c)Inventories;
(d) all Inventories of the BusinessSeller Contracts;
(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 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(b3.14(b);
(hf) all data, House Plans (including those listed in Part 2.1(h)), data and Records of related to the Business, including client, customer, and supplier customer lists and Records, referral sourcesmarket studies, research and development reports and Recordssales, production reports and Recordsreports, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, and other studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d);
(i) all Software;
(jg) all of the intangible rights and property of Seller related to the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and including those items listed in Parts 3.25(d), (e), (f) and (hPart 3.19(c);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(lh) all claims of Seller against third parties, arising from or parties relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingentnoncontingent, in▇▇▇▇▇▇g uding all such claims listed in Part 2.1(l2.1(i);; and
(mi) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Buyer shall deliver to Seller all Seller Contracts within ten (10) days after the Closing Date. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(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 Effective TimeClosing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerAcquisition Sub, and Buyer Acquisition Sub shall purchase and acquire from SellerSeller (except that the Subsidiary Stock, as defined below, shall be transferred to Buyer), free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of Seller's ’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accountsIntentionally Deleted;
(b) all Real Property machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, and other items of tangible personal property (other than Inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books) that is necessary to operate the Business, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the BusinessBusiness as presently being conducted, including those items described in Part 2.1(c3.10(b), but excluding the Excluded Equipment (“Tangible Personal Property”);
(c) all Inventories, other than the Excluded Inventories;
(d) all Inventories of the BusinessAccounts Receivable;
(e) all Accounts Receivable of the BusinessSeller Contracts including those listed in Part 3.20(a), but excluding those listed in Part 2.2(f);
(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 Authorizations and all pending applications therefor or renewals thereofthereof arising from or relating to the Business or Assets, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(hg) all data, House Plans (including those listed in Part 2.1(h)), data and Records related to the operations of the BusinessSeller, including client, customer, client and supplier 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, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d)Records, excluding any Excluded Records;
(i) all Software;
(jh) all of the intangible rights and property of Seller arising from or relating to the BusinessBusiness or Assets, including Intellectual Property Assets (including any contained in or forming a part of other Assets)Rights, going concern value, goodwill, telephone, telecopy telecopy, websites and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f3.25(a) and (hb);
(ki) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, including rights and proceeds thereunderproceeds, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless expended in accordance with this Agreement;
(lj) all claims of Seller against third parties, arising from or parties relating to the Business or the Assets, whether choate c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l)noncontingent;
(mk) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereofthereof arising from or relating to the Business or Assets;
(l) all of Seller’s rights in the name “Deltron, Inc.” and other trade names or trademarks owned by Seller or which Seller has a right to use under contract, common law or otherwise in connection with the Business, and any logo or m▇▇▇, whether or not registered, owned by Seller or that Seller has a right to use under contract, common law or otherwise in connection with the Business;
(m) all product certifications and ratings and all pending applications therefor or renewals thereof arising from or relating to the Business or Assets (the “Certifications”), including those listed in Part 3.17(c); and
(n) all of Seller’s shares of the capital stock of Subsidiary as of the Closing Date (the “Subsidiary Stock”). All of the property and assets to be transferred to Buyer (directly or though Acquisition Sub) hereunder are herein referred to collectively as the “Assets”. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Acquisition Sub expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (Solomon Technologies 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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances encumbrances other than Permitted Encumbrancesany permitted herein, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, including the following (but excluding the Excluded "Assets"):
(a) all cashtangible personal property, 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, as listed in transit, in hand or in bank accountsExhibit "A" (the "Tangible Personal Property");
(b) all Real Property of accounts receivable, as listed in Exhibit "B" (the Business, including the Real Property described in Parts 3.7 and 3.8"Accounts Receivable");
(c) all Tangible Personal Property of contracts with customers and suppliers, as listed in Exhibit "C", which includes all outstanding offers or solicitations made by or to Seller to enter into any contract (the Business, including those items described in Part 2.1(c"Contracts");
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those as listed in Part 3.17(bExhibit "D" (the "Governmental Authorizations");
(he) all datainsurance programs being offered by Seller to its PEO (Professional Employer Organization) customers, House Plans (including those as listed in Part 2.1(hExhibit "E" (the "Insurance Programs")), ;
(f) all data and Records records related to the operations of the BusinessSeller, including client, customer, client and supplier customer lists and Recordsrecords, referral sources, market research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manualsreports, financial and accounting Records, creative materials, marketing materialsrecords, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records andrecords, subject to Legal Requirementswhich shall be preserved by Buyer as provided in Paragraph 10.8, copies of all personnel Records and other Records described in Section 2.2(d)below;
(i) all Software;
(jg) all of the intangible rights and property of the BusinessSeller, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwillintellectual property assets, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h)listings;
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(lh) all claims of Seller against third parties, arising from or parties relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l);; and
(mi) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; and. The transfer of the Assets pursuant to this Agreement shall not include the assumption of any liability related to the Assets unless Buyer expressly assumes that liability herein.
Appears in 1 contract
Assets to be Sold. Upon the terms and subject to the conditions set forth Except as otherwise provided in this AgreementSection 1.2, at the ClosingClosing (as defined in Section 4), but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and the Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's rightthe assets, title properties, rights and interest in business of the Seller of every type and to all of Seller's property and assetsdescription, real, personal or and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively called the "Purchased Assets"), including, without limitation:
(i) those assets, properties and rights reflected on the Balance Sheet (as defined in Section 5.4) (subject to changes therein through the Closing Date (as defined in Section 4)) or otherwise referred to in this Agreement or any Schedule hereto, including, without limitation, all inventory of the Seller;
(ii) the Seller's lists of customers;
(iii) the Seller's right to use the names New England Audio Resource, Inc., NEAR and all variants thereof;
(iv) all of the Seller's interest in and claims and rights under contracts and other agreements, Permits (as hereinafter defined), titles, and patents, trademarks, copyrights and other intellectual property and applications therefor which are referred to in this Agreement or any Schedule hereto (subject to changes therein through the Closing Date);
(v) the books and records of the Seller relating to the Purchased Assets;
(vi) the goodwill of the Seller; and
(vii) all other assets, properties, rights and business of every kind and description, wherever located, including, but not limited to, nature owned or held by the following (but excluding the Excluded Assets):
(a) all cash, cash equivalents of Seller, including all cash related to customer prepayments, advances, deposits, and installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts;
(b) all Real Property of which the BusinessSeller has an interest, including the Real Property described in Parts 3.7 and 3.8;
(c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c);
(d) all Inventories of the Business;
(e) all Accounts Receivable of the Business;
(f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the terms, conditions, and limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts");
(g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b);
(h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d);
(i) all Software;
(j) all of the intangible rights and property of the Business, including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h);
(k) except for those relating to the Employee Plans, all insurance policies, including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time;
(l) all claims of Seller against third parties, arising from or relating to the Business or the Assets, whether choate or inchoateDate, known or unknown, contingent fixed or non-contingentunfixed, in▇▇▇▇▇▇ or inchoate, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement. In confirmation of the foregoing sale, assignment and transfer, the Seller shall execute and deliver to the Buyer at the Closing a ▇g all such claims listed ▇▇▇ of sale and assignment agreement (the "▇▇▇▇ of Sale and Assignment") substantially in Part 2.1(l);
(m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; andthe form attached hereto as Exhibit A.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bogen Communications International Inc)