Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”), FabriSteel shall sell, transfer, convey, assign and deliver to Xxxxxxxxx, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to:
(i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business;
(ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”);
(iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”);
(iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable;
(v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right ...
Delivery of the Assets. Delivery of the Assets shall be made by the Company to the Purchaser at the Closing by delivering such warranty deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of assignment, conveyance and transfer, and such powers of attorney, as shall be effective to fully vest in the Purchaser good, marketable and valid title to, and the right to full custody and control of, all of the Assets, free and clear of all Encumbrances (except for Permitted Liens), in each case in form and substance reasonably satisfactory to the Purchaser and its counsel.
Delivery of the Assets. At the Closing, the Asset Owners shall duly endorse for transfer and deliver to the Purchaser (or its assignee) the Assets and such other Conveyancing Documents as are necessary to transfer to Purchaser (or its assignee) good and marketable title to the Assets free and clear of any Liens.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, the following properties, assets and other claims, rights and interests (but not including the Excluded Assets, as defined below):
(i) all inventories, videotapes, videogames, finished goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Seller (collectively, the "Inventory") which are located at, or relate to, the Stores, and exist on the Closing Date (as defined below);
(ii) all accounts, accounts receivable, notes and notes receivable arising out of the conduct of the business of the Stores and exist on the Closing Date which are payable to the Seller, including any security held by the Seller for the payment thereof (the "Accounts Receivable");
(iii) opening cash for each Store in the amounts set forth on Schedule 1.1(a)(iii), and prepaid expenses and deposits relating to the Stores (including the deposits described on Schedule 2.21), existing on the Closing Date;
(iv) all rights of the Seller under the contracts, agreements, leases, licenses and other instruments set forth on Schedule 1.4 attached hereto other than such rights under contracts, agreements, leases, licenses and other instruments included on Schedule 1.1
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, except as specifically provided in Section l.l(b) hereof, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature whatsoever (except as otherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of the Seller or which are used in the Business of whatever kind, character or description, whether real, personal or mixed, tangible or intangible, wherever situated, including without limitation:
(i) all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, the Seller), finished goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items (collectively, the "Inventory");
(ii) all accounts receivable and notes receivable (including any security held by the Seller for the payment thereof) (collectively, the "Accounts Receivable");
Delivery of the Assets. Subject to and upon the terms and conditions of this Agreement and pursuant to the delivery schedule agreed upon between the Parties (Schedule 3.1 hereto), Seller hereby assigns, transfers, conveys and delivers to Buyer and Buyer hereby purchases from Seller, the Assets, as defined in Article II.
Delivery of the Assets. On the Closing Date, each of the parties hereto (other than Quarto) shall use their respective best efforts to place Quarto in possession of the Assets, and to deliver to Quarto all of the files, books, records and documents relating to BIG, its assets or business, including, without limitation, product, marketing, financial, tax and accounting records and files, minute books, stock books, and corporate seal.
Delivery of the Assets. Except to the extent otherwise set forth in this Agreement, Sobi shall within Thirty (30) Business Days after the Effective Date deliver to IPC all Assets that are capable of being physically delivered. Sobi shall deliver such Assets Ex Works (EXW), Sobi’s premises in Stockholm (construed in accordance with Incoterms 2010). Transfer of electronic records will be performed as described in the Electronic Records Transfer Plan enclosed to Schedule 1.
Delivery of the Assets. At the Closing, Seller will deliver to Buyer a Bxxx of Sale, substantially in the form of Exhibit A hereto (the "Bxxx of Sale"), and such other endorsements, certificates of title, assignments and other good and sufficient instruments of conveyance and transfer, as shall be necessary to vest in Buyer good, valid, marketable and insurable title to the Assets in accordance herewith. Buyer acknowledges and agrees that the Assets presently are, and shall remain in the possession of SCM, and that Seller shall have no obligation to deliver the Assets since the Assets are already in the possession of SCM. Seller further agrees that, from and after the Closing, it will execute and deliver to Buyer such additional instruments and documents and take such further action as Buyer may reasonably require in order to more fully vest, record and/or perfect Buyer's title to, or interest in, the Assets.
Delivery of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, the following properties, assets and other claims, rights and interests:
(i) all inventories, videotapes, video games, finished goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Seller (collectively, the "Inventory") which exist on the Closing Date (as defined below);
(ii) all accounts, accounts receivable, notes and notes receivable existing on the Closing Date which are payable to the Seller, including any security held by the Seller for the payment thereof (the "Accounts Receivable");
(iii) all prepaid expenses, deposits and other similar assets of the Seller existing on the Closing Date;
(iv) all rights of the Seller under the contracts, agreements, leases, licenses and other instruments set forth on Schedule 2.16 attached hereto other than such rights under contracts, agreements, leases, licenses and other instruments included on Schedule 1.1
