Assignment of Assets Effective as of the Effective Time, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of Assignor, including all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”):
(a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to (i) the leasehold estates created thereby and (ii) the lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character;
(b) all oil, gas, water, disposal or injection xxxxx located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the Xxxxx being collectively referred to hereinafter as the “Properties”);
(c) all rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of Assignor in the Properties;
(d) all Contracts;
(e) all permits, licenses, servitudes, easements, rights-of-way and other surface agreements (the “Easements”);
(f) all equipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, flow lines, pipelines, gathering systems, processing and separation facilities, structures, materials and other items (“Personal Property”);
(g) all Imbalances;
(h) all geophysical and other seismic and related technical data and information relating to the Assets, including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”);
(i) all of the rights, titles and interests of Assignor in and to all of the files, records, information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, engineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Records;
(j) all claims and causes of action and all proceeds arising from such claims and causes of action, including any settlements thereof;
(k) all audit rights;
(l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to the Assets, including all amounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and
(m) any amounts held in suspense by Assignor or any other party (including Assignee and its Affiliates) on Assignor’s behalf.
TREATMENT OF ASSETS a. Title to all property furnished by DCYF shall remain in DCYF. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in DCYF upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this Contract, shall pass to and vest in DCYF upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by DCYF in whole or in part, whichever first occurs.
b. Any property of DCYF furnished to the Contractor shall, unless otherwise provided herein or approved by DCYF, be used only for the performance of this Contract.
c. The Contractor shall be responsible for any loss or damage to property of DCYF which results from the negligence of the Contractor or which results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices.
d. If any property of DCYF is lost, destroyed or damaged, the Contractor shall immediately notify DCYF and shall take all reasonable steps to protect the property from further damage.
e. The Contractor shall surrender to DCYF all property of DCYF prior to settlement upon completion, termination or cancellation of this contract.
f. All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors.
Description of Assets Buyer agrees to acquire from Seller and Seller agrees to transfer to Buyer, as of the Effective Date, all of the properties and assets, both tangible and intangible, owned by Seller and used by it in connection with the operation of the Business (collectively, the "Assets"), including without limitation, the following:
(a) All inventory of the Business of every nature whatsoever;
(b) Seller's furniture, fixtures, office machinery and equipment and other tangible property used in the operation of the Business, including, without limitation, all vehicles, bottles, kegs, racks, all computer systems, hardware and software, and telephone systems;
(c) All mailing, client and customer lists used in the conduct and operation of the Business;
(d) All leasehold improvements and fixtures located at 000 Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxxxxx 00000 (the "Premises");
(e) All contracts and licenses used in the conduct of the Business and assumed by the Buyer pursuant to Section 2.5, including, without limitation, contracts and licenses with vendors and suppliers, if any;
(f) All of Seller's development assets used in the conduct of the Business, including, without limitation, sales, marketing, advertising and promotional materials, catalogs, brochures, mailers, and other sales, advertising and promotional materials and rights associated therewith;
(g) The Lease covering the Premises, together with all right, title and interest in the security deposit held by Landlord thereunder unless Buyer negotiates a new lease covering the Premises;
(h) All intangible assets used in the conduct of the Business including, without limitation, any and all software, domain names, marketing scripts, copyrights, trademarks and trade names, including all registrations thereof and all licenses and permits used in the conduct of the brewery operations, including BATF, state and local permits;
(i) All goodwill associated with the Business; and
(j) The telephone numbers of the Business, including, without limitation, all "800" numbers used in the conduct of the Business.
(k) All cash, certificates of deposit, negotiable instruments, notes, deposits, prepaid accounts, accounts receivable and contract rights.
Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .
Location of Assets To keep any property belonging to the Trust at any place in theUnited States.
Title to and Condition of Assets (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business.
(b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.
Use and Reversion of Assets The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:
1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement [or such longer period of time as the Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the Grantee an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the Grantee. The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period [or such longer period of time as the Grantee deems appropriate].
3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the Grantee for the CDBG program or (b) retained after compensating the Grantee [an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment].
Transfer of Assets On the Closing Date, as defined in Section 2.1, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of the assets now owned by the Companies of every kind and character, real, personal, tangible, intangible or mixed, used by, or useful to, the Companies in connection with, or associated with the operation of, the Business (the "Acquired Assets"), all of which shall be distributed to Seller in connection ------------------ with the Dissolution and owned by Seller on and as of the Closing Date, free and clear of all Liens other than Permitted Liens, and shall include, but not be limited to the following:
(a) All trade accounts receivable and other rights to receive payments from customers of the Business as of the Closing Date, including all trade accounts receivable representing amounts receivable in respect to rentals, products sold and/or services rendered to customers of the Business on or prior to the Closing Date, and the full benefit of all security for such accounts or debts (collectively the "Customer Receivables"), and those other accounts -------------------- receivable outstanding as of the Closing Date (the "Other Receivables" and ----------------- collectively with the Customer Receivables, the "Receivables"). True and ----------- correct lists of the Customer Receivables and the Other Receivables, including the amount owed to each of the Companies with respect to each such Receivable, as of February 28, 1999, are set forth on Schedule 1.1(a) attached hereto, with --------------- such Schedule to be updated through the last day of the month prior to the Closing Date and delivered at the Closing.
(c) All owned real estate of the Companies, including land, buildings, improvements and fixtures, located in or near (i) Freeport, Texas, (ii) XxXxxxx Texas, (iii) Texas City, Texas, (iv) Port Lavaca, Texas, (v) Houston, Texas and (vi) Lake Xxxxxxxxxx, Texas (the "Owned Real Property"), the legal description ------------------- of each of which is set forth on Schedule 1.1(c). ----------------
(d) All leased real estate of the Companies, including land, buildings and improvements, all of the foregoing of which are listed on Schedule 1.1(d) --------------- (collectively the "Real Property Leases"). --------------------
(e) All of the Companies' furniture, fixtures, computer hardware and software, office equipment and supplies, phone lines and systems, and signs (interior and exterior), including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, all as more particularly described on Schedule 1.1(e) attached hereto -------------- (collectively, the "Furniture and Fixtures"); ----------------------
(f) All of the replacement parts, inventory and operating supplies used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies (collectively, the "Spare Parts, Inventory and Supplies"); -----------------------------------
(g) All of the machinery and tools used in the operation of the Business, including all such properties and assets of the Business that have been fully depreciated or expensed, whether or not any of the foregoing are or were recorded as assets of the Companies on the books of the Companies, including without limitation those described on Schedule 1.1(g) attached hereto --------------- (the "Machinery and Tools"); -------------------
(h) All inspection records on the Rental Equipment, all repair and service history files with respect to the Rental Equipment, customer account histories and choices in action of the Companies or any of them, all rights of the Companies under all insurance policies and bonds covering the Rental Equipment, the Premises, the Furniture and Fixtures, the Spare Parts, Inventory and Supplies, the Machinery and Tools and the Shop Equipment and Rigging for all periods through the Effective Time; and all of the right, title and interest of the Companies in the telephone and telecopy numbers and telephone directory listings of the Companies; internet domain names, if any; and, (iii) all other intangible assets of the Companies not described above and not otherwise described on Schedule 1.1
(j) hereto (the "Intangible Assets"); --------------- -----------------
(i) All of the shop equipment and rigging of the Companies (collectively, the "Shop Equipment and Rigging"); ------------------------------
(j) All worldwide trademarks, service marks and trade names and registrations and pending applications therefore, relating to the Business, including all right, title and interest of the Companies in and to (i) the names Xxxx Equipment and Texas Matt & Rigging (all of which the Companies will cease to use from and after the Closing Date)
(ii) worldwide common law and registered copyrights, patents, and patent applications (if any) (iii) common law inventions, whether patentable or not, discoveries, and improvements, and (iv) all other licenses, franchises, processes, formulae, new products and product development, trade secrets, customer lists, mailing lists, brochures, blueprints, specifications, equipment plans, manuals, engineering records and drawings, know how, sales records, marketing and promotion information, computer programs and software and computer systems, in each case owned or held by the Companies, as well as all books, documents and records relating to the foregoing and the Business (collectively the "Intellectual Property"). ---------------------
(k) All leases of personal property, including without limitation those which are listed on Schedule 1.1
Application of Assets Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company’s business and affairs and complete the winding up as soon as practicable. The Company’s affairs shall be concluded by the Managers. The assets of the Company may be liquidated or distributed in kind, as determined by the Managers, and the same shall first be applied to the satisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s liabilities and then to the Members. If the assets of the Company shall not be sufficient to pay all of the liabilities of the Company, to the fullest extent permitted by law, no assets of the Company may be sold or disposed of without the written consent of all of the holders of outstanding Securities. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Managers, convey those assets to a suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof, subject to the Act, distributed to the Member at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary and the terms of its governing instrument shall be determined by the Managers.
Purchase of Assets 11
3.1 Assets Purchased by Assuming Bank 11
3.2 Asset Purchase Price 11
3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12
3.4 Puts of Assets to the Receiver 12
3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15