Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at Closing Seller shall convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller, for the consideration specified in this Article 2, free and clear of all Encumbrances, all right, title, and interest in and to the following assets (collectively, the “Acquired Assets”), but not including any Excluded Assets:
(a) all franchise agreements to which Seller is a party, and all the other Contracts, as described on Schedule 2.1(a) (the “Acquired Contracts”);
(b) all rights of Seller, to the extent transferable, under any franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from any Governmental Authority that are exclusively used in or held for use in the Business, as described on Schedule 2.1(b) (the “Acquired Governmental Permits”);
(c) all customer lists and supplier lists of the Business, and all telephone numbers (landline and mobile), facsimile numbers, e-mail addresses, postal addresses and postal boxes used exclusively by the Business, as described on Schedule 2.1(c);
(d) all advertising and promotional materials, studies and reports, and other marketing data or materials arising from or used exclusively by the Business;
(e) all goodwill and other general intangibles of Seller utilized in, arising from, or relating exclusively to, the Business;
(f) any other tangible assets utilized in, arising from, or relating to the generation of royalties and fees from Seller’s franchisees;
(g) all tangible and intangible assets relating to the Company Owned Stores; and
(h) the Company Owned Store Working Capital.
Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, for the consideration described below, at Closing, Seller shall sell and convey a 100% legal and beneficial title and interest in and to the Project to Buyer free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer shall purchase the Project from Seller.
Covenant of Purchase and Sale. 2.1 On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer the Hotel to Buyer, and Buyer shall purchase and accept from Seller the Hotel and shall assume from and after the Closing (i) except to the extent otherwise expressly provided in this Agreement, all of Seller’s obligations and liabilities accruing or arising after Closing with respect to the Hotel under the Hotel Management Agreement, Reservations, the Leases, the Assumed Contracts, the Permits and the Permitted Exceptions, (ii) such other obligations and liabilities with respect to the Hotel as are expressly provided in this Agreement or in any Transfer Instrument to be assumed, paid or performed by Buyer (subject in the case of both clauses (i) and (ii) to any express limitations on such assumption, payment or performance contained herein or therein).
2.2 On or before the Effective Date, Buyer had the right to designate by written notice to Seller any of the Service Contracts which Buyer does not approve and elects to have terminated at Closing and Seller shall terminate such disapproved Service Contracts on or prior to Closing; provided, however, if by the terms of the disapproved Service Contracts Seller has no right to terminate same on or prior to Closing, or if any fee or other compensation is due thereunder as a result of such termination (each of such Service Contracts, the “Conflict Contracts”), Buyer shall be required at Closing to assume all obligations under such Conflict Contracts until the effective date of the termination or to assume the obligation to pay or to reimburse Seller for the payment of any termination fees or charges. In the event Buyer requires Seller to terminate any such Conflict Contract and Seller must pay a termination fee to terminate such Conflict Contract, Seller shall receive a credit for such amount at Closing.
Covenant of Purchase and Sale. In reliance on the warranties contained in this Agreement, and subject to the terms and conditions set forth in this Agreement, at Closing Seller shall sell to Buyer, and Buyer shall purchase from Seller, for the consideration specified in this Article 2, free and clear of all Encumbrances, all right, title, and interest in and to the Membership Interests.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel (except the FF&E held by Skamania LLC), all of the membership interests in Skamania LLC and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Leases, the Assumed Contracts, the Permits and any Permitted Exceptions). 3.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Assumed Contracts, the Permits and any Permitted Exceptions).
Covenant of Purchase and Sale. (i) patented mining claims and mill sites (the "Patented -------- Claims"); (ii) unpatented mining claims and mill sites (the "Unpatented ------ ---------- Claims"); (iii) leasehold interests in fee property, Patented Claims and ------ Unpatented Claims; and (iv) easements, rights-of-way and other interests in real ----------------- property relating to the Mesquite Mine, all as described in Schedule 2.1(a), and --------------- all mill facilities, buildings, structures and other improvements thereon (collectively, the "Acquired Properties"); -------------------
(b) the Leases, provided, however, that the California State Lease -------- ------- shall not be assigned to Buyer until the California State Land Commission has approved such assignment and provided, further, that upon receipt of such -------- ------- consent to assignment, Buyer and Sellers shall take all necessary action to assign the California State Lease to Buyer;
(c) all equipment and other tangible personal property that is owned, leased, used or held for use by Sellers in the ownership, operation, closure, remediation or Reclamation of, and is located at, the Mesquite Mine, including the Consumables Inventory (the "Acquired Equipment"), the principal ------------------ items of which are described in Schedule 2.1(c); ---------------
(d) all ore in stockpiles or on leaching pads, and all metals in solution, located at the Mesquite Mine as of the Closing Date;
(e) all Governmental Permits pertaining to the ownership, operation, closure, remediation or Reclamation of the Mesquite Mine, if and to the extent transferable (the "Acquired Governmental Permits"), as described in ----------------------------- Schedule 2.1(e); and ---------------
(f) all Contracts pertaining to the lease, ownership, operation, closure, remediation or Reclamation of the Mesquite Mine other than the Leases (the "Acquired Contracts"), as described in Schedule 2.1(f). ------------------ ---------------
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of the real and personal property comprising the Hotel and, except as otherwise expressly provided herein, assume from and after Closing all obligations and liabilities appertaining to such property (including, without limitation, Seller’s obligations and liabilities under and with respect to the Ground Sublease, the Leases, the Assumed Contracts, the Permits and any Permitted Exceptions). Buyer shall have the right, however, to exclude from the Assumed Contracts any Equipment Lease or Service Contract that, by its terms, may be terminated by the lessee or servicee without penalty on thirty (30) or fewer days’ notice; provided, that Buyer gives Seller written notice of each such contract to be excluded by no later than the Approval Date, and provided further that, in the event the Closing occurs or Seller terminates this Agreement in accordance with Section 20 hereof, Buyer shall reimburse Seller for any and all documented fees and costs associated with cancellation of any such Equipment Lease(s) or Service Contract(s), including, without limitation, any prepaid amounts not refunded.
Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, for the Purchase Price, all of Seller’s right, title and interest in the Systems and all of Seller’s real, personal and mixed assets, rights, benefits and privileges, both tangible and intangible, wheresoever situated or located, used, useful or held for use in connection with the conduct of the Business or operation of the Systems (other than the Excluded Assets), including the following (collectively, the “Assets”), free and clear of all Encumbrances except Permitted Encumbrances:
(a) all Personal Property relating to the Systems, including the Equipment;
(b) the Real Property relating to the Systems;
(c) all of the franchises owned by Seller and located in the Systems;
(d) the Acquired Contracts;
(e) the Receivables;
(f) all of Seller’s intellectual property and proprietary information, technical information and data, machinery and equipment warranties, maps, computer disks and tapes, plans, diagrams, blueprints and schematics relating to the Systems, including filings with the FCC;
(g) all of Seller’s training materials, manuals, technical documents and other information relating to the Systems;
(h) all of Seller’s customer records, personnel records, financial records, other records of every kind, books, documents, files, accounts receivable information and credit history and customer lists relating to, used or held for use by Seller in conducting the business of the Systems, subject to the right of Seller to have such books and records made available to Seller for a reasonable period, not to exceed the statute of limitations for any claims related to the same; provided, that, Seller shall have the right to retain a copy of such books and records in accordance with its standard record retention policies; provided, however, that Buyer shall have no obligation to maintain or preserve any such books and records for any period longer than the period that Seller would have been required to maintain and preserve such books and records under applicable Legal Requirements had the transactions hereunder not been consummated; and
(i) the Intangibles.
Covenant of Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, the leasehold interest in the Hotel Premises under the Ground Lease and all of Seller’s interest (including any fee simple interest, as applicable) in and to the Hotel Improvements, FF&E, Inventory, Hotel Deposits, Hotel Records, Leases, Cash Banks, Intangibles and all Assumed Contracts (collectively, the “Property”). All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages (other than the Secured Loan), liens, encumbrances, licenses, franchises, concession agreements, security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.
