CCBCC Transferred Assets Clause Samples

CCBCC Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the CCBCC Parties shall convey, assign, transfer and deliver, or shall cause to be conveyed, assigned, transferred or delivered, to the CCR Parties, and the CCR Parties shall acquire and accept from the CCBCC Parties, free and clear of all Liens except for Permitted Liens, all of the CCBCC Parties’ right, title and interest in, to and under the assets and properties of the CCBCC Parties primarily related to, or primarily used or primarily held for use in connection with, the CCBCC Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being conveyed, assigned, transferred or delivered are referred to herein collectively as the “CCBCC Transferred Assets”): (i) the owned real property listed in Section 2.03(a)(i) of the CCBCC Disclosure Schedule (the “CCBCC Owned Real Property”), and, subject to Section 2.04(b), all rights and benefits of the CCBCC Parties under the leases governing the leased real property listed in Section 2.03(a)(i) of the CCBCC Disclosure Schedule (the “CCBCC Leased Real Property”), together in each case with the CCBCC Parties’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.03(a)(i) of the CCBCC Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, raw materials, work in process, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the CCBCC Business, including those listed in Section 2.03(a)(ii) of the CCBCC Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the CCBCC Business, which equipment shall include all CCBCC Transferred Fountain Equipment (collectively, the “CCBCC Subject Equipment”), including the equipment described on Section 2.03(a)(iii) of the CCBCC Disclosure Schedule; (iv) all personal property owned by the CCBCC Parties and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the CCBCC Bu...