Common use of Covenant of Purchase and Sale Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

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Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at Closing Closing, each Seller shall convey, assign, and transfer to Buyer, and Buyer shall acquire from SellerSellers, for the consideration specified in this Article 2, free and clear of all Encumbrances (other than Permitted 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 and area development agreements to which each Seller is a party, and all of the other Contracts, as Contracts described on Schedule 2.1(a) (the “Acquired Contracts”); (b) all Intellectual Property, as described on Schedule 2.1(b) (the “Acquired Intellectual Property”); (c) all rights of SellerSellers, 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 in, held for use in in, or necessary for the operation of the Business, as described on Schedule 2.1(b2.1(c) (the “Acquired Governmental Permits”); (cd) copies of all books and records of Sellers related to the financial and operational aspects of the Business or any Acquired Asset, including all financial statements and documentation, all sales and purchase records, and other books and records relating to the Business; (e) all customer lists and lists, supplier lists of the Businesslists, and all telephone numbers (landline and mobile), facsimile numbers, e-mail addresses, postal addresses and postal boxes used exclusively by relating to the Business, as described on Schedule 2.1(c2.1(e); (df) all advertising and promotional materials, studies and reports, and other marketing data or materials arising from or used exclusively by relating to the Business; (eg) all cash and receivables collected from franchisees relating to relating to the advertising and marketing fund, including, without limitation, the Adverting Fee as set forth in the franchise agreements of Sellers; (h) all goodwill and other general intangibles of each Seller utilized in, arising from, or relating exclusively to, to the Business; (fi) any other tangible assets utilized in, arising from, or relating to the generation of royalties and fees from Seller’s Sellers’ franchisees;; and (gj) all tangible and intangible assets relating to the Company Owned Stores; and (h) the Company Owned Store Working Capital.

Appears in 2 contracts

Samples: Asset Purchase Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at Closing Closing, each Seller shall convey, assign, and transfer to Buyer, and Buyer shall acquire from SellerSellers, for the consideration specified in this Article 2, free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title, and interest in and to the following assets (collectively, the “Acquired Assets”), but not including any Excluded Assets: (a) all All license agreements, franchise agreements, area development agreements and development agent agreements to which each Seller is a party, and all of the other Contracts, as Contracts described on Schedule 2.1(a) (the “Acquired Contracts”); (b) all Intellectual Property, as described on Schedule 2.1(b) (the “Acquired Intellectual Property”); (c) all rights of SellerSellers, 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 in, held for use in in, or necessary for the operation of the Business, as described on Schedule 2.1(b2.1(c) (the “Acquired Governmental Permits”); (cd) copies of all books and records of Sellers related to the financial and operational aspects of the Business or any Acquired Asset, including all financial statements and documentation, all sales and purchase records, and other books and records relating to the Business; (e) all customer lists and lists, supplier lists of the Businesslists, and all telephone numbers (landline and mobile), facsimile numbers, e-mail addresses, postal addresses and postal boxes used exclusively by relating to the Business, as described on Schedule 2.1(c2.1(e); (df) all advertising and promotional materials, studies and reports, and other marketing data or materials arising from or used exclusively by relating to the Business; (eg) all cash and receivables collected from franchisees relating to the advertising and marketing fund, including, without limitation, the National Creative Fund as set forth in the franchise agreements; (h) all goodwill and other general intangibles of each Seller utilized in, arising from, or relating exclusively to, to the Business; (fi) any other tangible assets utilized in, arising from, or relating to the generation of royalties and fees from Seller’s Sellers’ franchisees;; and (gj) all tangible and intangible assets relating to the Company Owned Stores; and (h) the Company Owned Store Working CapitalStore.

Appears in 2 contracts

Samples: Asset Purchase Agreement (U-Swirl, Inc.), Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

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Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at Closing Closing, each Seller shall convey, assign, and transfer to Buyer, and Buyer shall acquire from SellerSellers, 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 Contracts described on Schedule 2.1(a) (the “Acquired Contracts”); (b) all Intellectual Property owned by Sellers and used in or by the Business, and all of Sellers' rights in Intellectual Property used in or by the Business that is licensed to Sellers and that are transferrable, including the Intellectual Property described on Schedule 2.1(b) (the “Acquired Intellectual Property”); (c) all rights of either 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 in, held for use in in, or necessary for the operation of the Business, as described on Schedule 2.1(b2.1(c) (the “Acquired Governmental Permits”); (cd) copies of all books and records of the Company related to the financial and operational aspects of the Business or any Acquired Asset, including all financial statements and documentation, all sales and purchase records, and other books and records relating to the Business; (e) all customer lists and lists, supplier lists of the Businesslists, and all telephone numbers (landline and mobile), facsimile numbers, e-mail addresses, postal addresses and postal boxes used exclusively by relating to the Business, as described on Schedule 2.1(c2.1(e); (df) all advertising and promotional materials, studies and reports, and other marketing data or materials arising from or used exclusively by relating to the Business; (eg) all goodwill and other general intangibles of each Seller utilized in, arising from, or relating exclusively to, to the Business;; and (fh) any other tangible assets utilized in, arising from, or relating to the generation of royalties and fees from Seller’s Sellers’ franchisees; (g) all tangible and intangible assets relating to the Company Owned Stores; and (h) the Company Owned Store Working Capital.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rocky Mountain Chocolate Factory Inc)

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