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, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets): (a) all Tangible Personal Property, including those items described in Part 2.1(a); (b) all 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); (f) all data and Records related to the operations of the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (g) all of the intangible rights and property of Seller necessary or used in the Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended in accordance with this Agreement; (i) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and (j) all rights of 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 Part 2.2(d) 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.” 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. 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 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, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Real Property and Real Property Leases, including the Real Property and Real Property Leases described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Part 2.1(aSchedule 2.1(b);
(b) all Inventories;
(c) all Accounts ReceivableInventories;
(d) all Seller Contracts Contracts, including those listed in Part 3.19 (unless specifically listed in Part 2.2(fSchedule 3.18(a)), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the BusinessBuyer, including those listed in Part 3.16(bSchedule 3.15(b);
(f) all data and Records related to the operations of the BusinessSeller, 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, copies of financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g)Records;
(g) all of the intangible rights and property of Seller necessary or used in the BusinessSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;listings and those items listed in Schedules 3.23(b), 3.23(b)(i), 3.23(c), 3.23(d), 3.23(e), and 3.23(f).
(h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended expended in accordance with this Agreement;
(i) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and, including all such claims listed in Schedule 2.1(I);
(j) all of Seller's Water Rights; and
(k) all rights of 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 Part 2.2(d) and that are not excluded under Section 2.2(h2.2(f). 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(a2.3(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 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, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property, including those items described in Part 2.1(a);
(b) all Inventories;
(c) all Accounts Receivable;
(d) all the Seller Contracts listed in Part 3.19 (unless specifically listed in Part 2.2(f))2.1(b) and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(ec) 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 BusinessBuyer, including those listed in Part 3.16(b3.17(b);
(fd) all data and Records related to the operations of the BusinessSeller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g);
(ge) all of the intangible rights and property of Seller necessary or used in the BusinessSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy fax and e-mail addresses and listingslistings and those items listed in Parts 3.25(d), (e), (f) and (h);
(hf) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended 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);
(ig) all claims of Seller against third parties Third Parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and, including all such claims listed in Part 2.1(g);
(jh) all rights of Seller necessary or used in the Business relating to 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 Part 2.2(d) 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.” 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).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 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 the property and assetsassets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Part 2.1(aSchedule 2.1(b);
(bc) all InventoriesInventories (except as specifically described in Section 2.2);
(cd) all Accounts Receivable;
(de) all Seller Contracts Contracts, including those listed in Part 3.19 (unless specifically listed in Part 2.2(fSchedule 3.19(a)), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(ef) all 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 and necessary or used in the BusinessBuyer, including those listed in Part Schedule 3.16(b);
(fg) all data and Records related to the operations of the BusinessDivisions, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g)Records;
(gh) all of the intangible rights and property of Seller necessary or used in related to the Businessoperations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listingslistings and those items listed in Schedules 3.24(d), (e), (f) and (h);
(hi) 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 Effective Time, unless extended expended in accordance with this Agreement;
(ij) all claims of 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(j); and
(jk) all rights of Seller necessary or used in related to the Business 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 Part 2.2(d) and that are not excluded under Section 2.2(hSchedule 2.2(b). 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
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 BuyerBuyers, and Buyer Buyers 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 Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
): (a) all Real Property, including the Real Property described in Parts 3.6 and 3.7; (b) all Tangible Personal Property, including those items described in Part 2.1(a2.1(b) (provided, that the parties acknowledge that the Part 2.1(b) may not be entirely accurate or complete);
(b) all Inventories;
; (c) all Inventories; (d) all Accounts Receivable;
; (de) all Seller Contracts listed in Part 3.19 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (unless specifically listed in Part 2.2(f));
(ef) 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 BusinessBuyers, including those listed in Part 3.16(b);
; (fg) all data and Records related to the operations of the BusinessSellers, other than data and records relating to Excluded Assets, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records for Hired Active Employees and other Records described in Section 2.2(g2.2(d);
; (gh) all of the intangible rights and property of Seller necessary or used in the BusinessSellers, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;
listings and those items listed in Parts 3.24(d), (e) and (h); (i) 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 Effective Time, unless extended in accordance with this Agreement;
Liabilities; (ij) all claims of Seller 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; and
(jk) all indemnification rights of Seller necessary or used in the Business and benefits relating to deposits and prepaid expenses, claims for refunds and rights arising from events occurring or actions taken (or not taken) by any Person prior to offset in respect thereof the Effective Time that are not listed in Part 2.2(d) and that are not excluded under Section 2.2(h). All of made after 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 Effective Time relating to the Assets unless Buyer expressly assumes that Liability pursuant or the Assumed Liabilities, including all such rights and benefits with respect to Section 2.4(a).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 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, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described on Schedule 3.7 and the Real Property Leases described on Schedule 3.8;
(b) all Tangible Personal Property, including those items described in Part 2.1(aon Schedule 2.1(b);
(bc) all Inventories;
(cd) subject to Section 2.10(c), all Accounts Receivable;
(de) all Seller Contracts Contracts, including those listed in Part 3.19 (unless specifically listed in Part 2.2(fon Schedule 3.20(a)), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(ef) 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 BusinessBuyer, including those listed in Part 3.16(bon Schedule 3.17(b);
(fg) all data and Records records related to the operations of the BusinessSeller, including client and customer lists, 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, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records records and, subject to Legal Requirements, copies of all personnel Records records and other Records records described in Section 2.2(g);
(gh) all of the intangible rights and property of Seller necessary or used in the BusinessSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listingslistings and those items listed on Schedules 3.25(d), (e), (f), (g) and (h);
(hi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended in accordance with this AgreementClosing Date;
(ij) all claims of 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 on Schedule 2.1(j); and
(jk) all rights of 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 Part on Schedule 2.2(d) 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.” 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 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, necessaryincluding, associated with or used in the Businessbut 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 PropertyProperty of the Business, including those items described in Part 2.1(a2.1(c);
(bd) all InventoriesInventories of the Business;
(ce) all Accounts ReceivableReceivable of the Business;
(df) all Seller Contracts listed in Part 3.19 2.1(f) and any other Seller Contract (unless specifically listed in Part 2.2(fother 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");
(eg) all Governmental Authorizations Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the BusinessBuyer, including those listed in Part 3.16(b3.17(b);
(fh) all data data, House Plans (including those listed in Part 2.1(h)), and Records related to the operations of the Business, including client client, customer, and customer 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(g2.2(d);
(gi) all Software;
(j) all of the intangible rights and property of Seller necessary or used in 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 listingslistings and those items listed in Parts 3.25(d), (e), (f) and (h);
(hk) 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 Effective Time, unless extended in accordance with this Agreement;
(il) all claims of Seller against third parties parties, arising from or relating to the Business or the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; andnon-contingent, including all such claims listed in Part 2.1(l);
(jm) all rights of Seller necessary or used in the Business relating to Business deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d) 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.” 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).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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSeller 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 Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in and to all of Seller’s including property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the BusinessAssets, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7; (b) all Real Property Leases described in Schedule 2.1(b);
(c) all Tangible Personal Property, including those items described in Part 2.1(aSchedule 2.1(c);
(b) all Inventories;
(c) all Accounts Receivable;
; (d) 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 Seller Contracts Contracts, including those listed in Part 3.19 Schedule 3.18(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (unless specifically listed in Part 2.2(f));
(eg) 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 BusinessBuyer, including those listed in Part 3.16(bSchedule 3.17(b);
; (fh) all data and Records related to the operations of Seller, the Business, LLCs and the LP including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described which seller is required by law to retain in Section 2.2(g);
its possession; (g) all of the intangible rights and property of Seller necessary or used in the Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;
(hi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended expended in accordance with this Agreement;
; and (ij) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and
(j) , including all rights of Seller necessary or used in the Business relating to deposits and prepaid expenses, such claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d) and that are not excluded under Section 2.2(hSchedule 2.1(j). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a) and (b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Secured Diversified Investment LTD)
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 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 each Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all ownership 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 described in Part 3.8;
(c) all Tangible Personal Property, including those items described in Part 2.1(a2.1(b);
(b) all Inventories;
(c) all Accounts Receivable;
(d) all Seller Contracts listed in Part 3.19 (unless specifically listed in Part 2.2(f))Materials and Supplies Inventories and all Film and Digitized Information Files;
(e) all Accounts Receivable and WIP;
(f) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to any Seller to enter into any Contract;
(g) all Governmental Authorizations related to the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the BusinessBuyer, including those listed in Part 3.16(b3.17(b);
(fh) all data and Records related to the operations of the BusinessBusiness by Sellers, 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, customer accounts, pricing and quotation records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g);
(gi) all of the intangible rights and property of Seller necessary or used in the BusinessSellers, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listingslistings and those items listed in Parts 3.25(e), (f) and (h);
(hj) 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 Effective Time, unless extended expended in accordance with this Agreement;
(ik) all claims of 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; and, including all such claims listed in Part 2.1(j);
(jl) all rights of any 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 Part 2.2(d) and that are not excluded under Section 2.2(h)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 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
Assets to be Sold. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeCurative Health Services, Seller Inc. shall sell, convey, assign, transfer and deliver to BuyerCytomedix, Inc., and Buyer Cytomedix, Inc. shall purchase and acquire from SellerCurative Health Services, Inc., 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 the following assets, realwherever located (the "Cytomedix, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Inc. Purchased Assets"):
(ai) all leasehold and other title to or interest in the Real Property;
(ii) all Tangible Personal PropertyProperty as of the Closing Date, including those items described in Part 2.1(aSchedule 2.1(a)(ii);
(biii) all InventoriesInventories as of the Closing Date;
(civ) all Accounts Receivable;
(d) Seller's rights in, to and under all Seller the Contracts listed in Part 3.19 on Schedule 3.6(b) and Schedule 3.17(a) (unless specifically listed in Part 2.2(f)the "Cytomedix, Inc. Seller Contracts");
(ev) all Governmental Authorizations relating to the Procuren Operations listed on Schedule 3.14(b), and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the BusinessCytomedix, including those listed in Part 3.16(b)Inc.;
(fvi) all of the following data and Records related of Seller principally relating to the operations of Procuren Operations and the Business, including Peptide Patents: (i) client and customer lists and Records, referral sources(ii) raw data, (iii) research and development reports and Records, (iv) production reports and Records, (v) service and warranty Records, (vi) equipment logs, operating guides and manuals, financial and accounting Records, (vii) the creative materials, advertising materialsmaterials and promotional materials described in Schedule 2.1(a)(vi), promotional materials, (viii) clinical research or other studies, reportsreports and correspondence with respect thereto, correspondence and other similar documents and Records and(ix) copies of the Personnel Records, subject to Legal Requirements, (x) copies of all personnel financial and accounting Records of Seller relating to the Procuren Operations (if applicable, in compatible electronic format), and (xi) all other data and Records described in Section 2.2(g);located at the Facilities.
(g) all of the intangible rights and property of Seller necessary or used in the Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;
(hvii) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless extended expended in accordance with this Agreement;
(iviii) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; andnon-contingent, including all such claims listed in Schedule 2.1(a)(viii);
(jix) all rights of Seller necessary or used in the Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that in connection with the Procuren Operations (including, without limitation, any security deposits under the Seller Leases) which are not listed in Part 2.2(dSchedule 2.2(c) and that which are not excluded under Section 2.2(h2.2(g). All ; and
(x) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller and used or held for use in connection with the Facilities, whether or not similar to the items specifically set forth above, except as set forth in Section 2.2 below.
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Cytomedix GmbH, and Cytomedix GmbH shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances set forth as such on Schedule 3.20(c) and 3.20
(i) Software, all of Seller's right, title and interest in and to the following assets, wherever located (the "Cytomedix GmbH Purchased Assets"):
(i) all Seller's rights in, to and under all the Contracts listed on Schedule 3.20(b) (the "Cytomedix GmbH Seller Contracts," and together with the Cytomedix, Inc. Seller Contracts, the "Seller Contracts") and such other contracts that principally relate to the Intellectual Property Assets ; and
(ii) all of the intangible rights and property of Seller relating to the Procuren Operations and assets to be transferred to Buyer hereunder the Peptide Patents, including Intellectual Property Assets, going concern value, goodwill, and listings and those items listed on Schedule 3.20(e), Schedule 3.20(f), Schedule 3.20(g) and Schedule 3.20(i).
(c) The Cytomedix, Inc. Purchased Assets and the Cytomedix GmbH Purchased Assets are herein referred to collectively as the “"Assets.” ". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to in respect thereof unless the Assets unless Buyer expressly assumes that such Liability pursuant to Section 2.4(a) or 2.4(b).
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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 Effective Time, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers, and Buyer Buyers shall purchase purchase, acquire, and acquire from Seller, free and clear accept delivery 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 -------------------------------------------------------------------------------- 8 or mixed, tangible and intangible, of every kind and description, wherever located, necessaryother than the Excluded Assets (collectively, associated with or used in the Business"Assets"), including:
(a) all cash, cash equivalents, short-term investments, and marketable securities of Seller, wherever located;
(b) all Real Property, including the following (but excluding the Excluded Assets):Real Property described on Schedule 5.07;
(ac) all Tangible Personal Property, including those items described in Part 2.1(aon Schedule 2.01(c);
(bd) all Inventories;
(ce) all Accounts Receivable;
(df) all the Seller Contracts Contracts, including those listed in Part 3.19 (unless specifically listed in Part 2.2(fon Schedules 5.18 and 5.23(q)), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(eg) 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 BusinessBuyers, including those listed in Part 3.16(b)on Schedule 5.15;
(fh) all original data and Records related to the operations of the BusinessSeller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal RequirementsLaws, copies of all personnel Records and other Records described in Section 2.2(g2.02(e); provided, that Seller may retain copies of such data and Records in accordance with Section 11.07 of this Agreement;
(gi) all of the intangible rights and property of Seller necessary or used in the BusinessSeller, including Intellectual Property Assetsassets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listingslistings and those items listed on Schedules 5.23(a), 5.23(b), 5.23(c), 5.23(d), 5.23(e), 5.23(f), and 5.23(q);
(hj) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended expended in accordance with this Agreement;
(ik) all claims of Seller against third parties relating to the Assets, whether xxxxxx choate or inchoate, known or unknown, contingent or noncontingent, inxxxxxxg all such claims listed on Schedule 2.01(k); and
(jl) all rights of 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 Part 2.2(don Schedule 2.02(c) and that are not excluded under Section 2.2(h2.02(f). All of the property The Assets shall be sold, assigned, transferred, conveyed, and assets delivered 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 Buyers free and clear of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)Encumbrances other than Permitted Encumbrances.
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Samples: Asset Purchase Agreement (Cti Molecular Imaging 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 TimeClosing Date, Seller DMI shall sell, convey, assign, transfer transfer, and deliver to BuyerNEWCO, and Buyer NEWCO shall purchase and acquire from SellerDMI, free and clear of any Encumbrances (Liens other than Permitted Encumbrances)Liens, all of SellerDMI’s right, title title, and interest in and to all of Seller’s the following property and assets, real, personal personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following located (but excluding the Excluded Assets):
(ai) all Tangible Personal Propertyreal property, including the real property described in Schedule 3.10;
(ii) all tangible personal property, including those items described in Part 2.1(aSchedule 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);
(bvi) all 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 Permits 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);
(fvii) all data and Records records related to the operations of the BusinessDMI, 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 Legal Requirementsany 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(g)2.2(vii) of this Agreement;
(gviii) all of the intangible rights and property of Seller necessary or used in the BusinessDMI, including Intellectual Property AssetsProperty, going concern value, goodwill, telephone, telecopy telecopy, and e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (c);
(hix) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless extended expended in accordance with this Agreement;
(ix) all claims of Seller 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
(jxi) all rights of Seller necessary or used in the Business DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(dSchedule 2.2(iv) and that are not excluded under Section 2.2(h2.2(viii). All of the property and assets to be transferred to Buyer hereunder NEWCO under this Agreement 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 Buyer NEWCO expressly assumes that Liability pursuant to Section 2.4(a)) of this Agreement.
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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, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Tangible Personal Property, including those items described Improvements as set forth in Part 2.1(a2.01(a);
(b) all InventoriesTangible Personal Property as set forth in Part 2.01(b);
(c) all Accounts ReceivableInventories as updated and finalized on the Closing Inventories as set forth in Part 3.12;
(d) all Seller Contracts listed in Part 3.19 (unless specifically listed in Part 2.2(f))Accounts Receivable as updated and finalized on the Closing Accounts Receivable as finally determined pursuant to Section 2.09 hereof;
(e) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
(f) all Governmental Authorizations and all pending applications therefor therefore or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the BusinessBuyer, including those listed in Part 3.16(b3.17(b);
(fg) all data and Records related to the operations of the BusinessSeller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(gPart 2.02(g);
(gh) all of the intangible rights and property of Seller necessary or used in the BusinessSeller, including Trade Secrets and Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings;
listings and those items listed in Parts 3.25(b), (c), (g) and (h) including all insurance benefitswebsites, including rights domain names and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended in accordance with this Agreementproperty covered by common law copyright;
(i) [intentionally omitted];
(j) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; andnon-contingent, including all such claims listed in Part 2.01(j);
(jk) any other Asset of Seller as described and in such amounts as set forth on the April 30, 2010 Balance Sheet as updated and finalized on the Closing Balance Sheet as finally determined pursuant to Section 2.09 hereof;
(l) all rights of Seller necessary or used to enforce provisions concerning confidentiality, nonsolicitation, noncompetition, ownership of inventions and ideas, and similar provisions contained in the Business an Employee Patent, Invention and Confidential Information Agreement between Xxxxxx X. Xxxxxx and Ketema, Inc. dated as of August 29, 1994, Employment Agreement between Xxxxxx X. Xxxxxx and Shareholder dated as of October 5, 2007, and Release Agreement of Xxxxxx X. Xxxxxx dated as of May 14, 2010;
(m) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d) and that are not excluded under Section 2.2(h)thereof. 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(a2.04(a).
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