Delivery of the Purchased 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 or, to the extent in the possession of a third party, assign its claim for delivery to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all liens, security interests, mortgages, encumbrances and restrictions of every kind, nature and description, (collectively “Encumbrances”) other than Permitted Encumbrances (as defined in Section 2.3) all of the right, title and interest of the Seller in the following assets (the “Purchased Assets”):
(i) all inventories of maintenance supplies and spare parts and supplies and similar items of the Seller (the “Inventory”) used exclusively in the Business and which are set forth on Schedule 1.1(a)(i) and located at Xxxxxxxxx Xxx. 0, 00000 Xxxxxxx, Xxxxxxx, to the extent owned on the Closing Date (as defined in Section 1.6 below);
(ii) all rights of the Seller under license agreements, contracts and agreements and such sale orders, purchase orders for materials, services and supplies, open bids, commitments and other instruments exclusively in connection with and for the Business set forth on Schedule 1.1(a)(ii) or entered into after the date hereof in the ordinary course of business in accordance with Section 5.1 (collectively, the “Assigned Contracts”);
(iii) all tangible assets, including without limitation, tools and computer hardware owned by the Seller on the Closing Date and used by Transferred Employees in the conduct of the Business, including as set forth on Schedule 1.1(a)(iii) (collectively, the “Tangible Property”);
(iv) copies of all files, financial, accounting and operating data and records (other than corporate books and records), whether in tangible or electronic form, of, and in the possession of, the Seller to the extent exclusively related to the Business, whether or not commingled with those of the Seller, including without limitation, all books, records and accounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, customer and supplier lists, advertising materials, credit information, cost and pricing information, business plans, projections, payroll and personnel records, and copies of any confidential information with respect to the Transferred Employees which has been reduced to writing and to the extent e...
Delivery of the Purchased Assets. Seller shall make available the Purchased Assets to Purchaser on the Closing Date at the locations where the Purchased Assets are located on the Effective Date.
Delivery of the Purchased Assets. (a) Subject to and upon the terms and conditions of this Agreement, the Seller/Lessee hereby sells, transfers, conveys, assigns and delivers to the Buyer/Lessor, and the Buyer/Lessor purchases from the Seller/Lessee, all of Seller/Lessee’s rights, title and interests in and to the following (collectively, the “Purchased Assets”):
(i) all personal property listed on Exhibit A hereto (collectively, the “Fixed Assets”);
(ii) all rights of the Seller/Lessee under and to express or implied warranties relating to or covering any Fixed Asset;
(iii) all rights of the Seller/Lessee under any maintenance contracts or agreements relating to the Fixed Assets; and
(iv) all permits, licenses, registrations, certificates, orders, approvals, variances, and similar rights issued or obtained from any governmental entity (including any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency), necessary for the use or operation of any Fixed Asset.
(v) all operation manuals, repair records, maintenance records relating to the Fixed Assets. ____________________ * The Registrant has sought confidential treatment of certain portions of this Agreement.
Delivery of the Purchased Assets. (a) At the Closing, the Sellers shall deliver or make available the Purchased Assets, other than the Seller Website, within the Sellers’ possession and control, to BOCO US through (i) delivery of two WD My Book Duo 12TB hard drives (P/N WDBLWE0120JCH) (the “Hard Drives”), (ii) access to the boxes of documents identified on Section 1.2(a) of the Sellers Disclosure Schedule (the “Identified Boxes”) being stored pursuant to an agreement by and between STEMCELLS Parent and DataSafe (the “DataSafe Agreement”), (iii) access to the Sellers’ SharePoint drive hosted by Microsoft Corporation (which shall remain fully active and accessible by BOCO US until the later of: (x) 90 days after Closing and (2) 180 days after Execution Date, at the sole expense of STREMCELLS Parent) and (iv) access to the Purchased Cell Banks which are in the custody of the laboratories identified on Section 1.2 of the Sellers Disclosure Schedule, which shall remain in the custody of the laboratories identified on Section 1.2 of the Sellers Disclosure Schedule pursuant to the terms of the Sellers’ existing agreements with Miltenyi Biotech and Fxxxxx Bioservices or a newly executed agreement with BOCO US, as applicable. Within 90 days following the Closing Date, the Sellers shall transfer all of their rights, title and interest in the Seller Website to BOCO US.
(b) The Sellers undertake that, for the period of 90 days immediately following the Closing Date, upon BOCO US’s reasonable request, the Sellers will use commercially reasonable efforts to provide to BOCO US, and to procure that the employees and agents of and professional advisers to the Sellers will provide to BOCO US, whatever information and assistance is reasonably necessary to effectuate the transfer of record or legal ownership of the Purchased Assets to BOCO US. The Sellers shall pay any costs and expenses reasonably incurred by the Sellers and their respective employees, agents and/or professional advisers in the provision of this information and assistance (excluding, for the avoidance of doubt, any costs or expenses incurred in the provision of services, including mailing, shipment and cell storage, provided by third parties).
Delivery of the Purchased Assets. 4.1 The Parties agree that the delivery of the Products of a Seller shall be completed as follows:
(a) Once the Products of such Seller are ready to be delivered, such Seller shall promptly notify the Purchaser and the Purchaser shall be entitled to inspect the Products of such Seller in respect of the ownership of the Products and the effective computational capacity of the Products. The Sellers shall provide all necessary cooperation and assistance with respect to such inspection, including providing all documents and technical support as may be reasonably requested by the Purchaser.
(b) At least three (3) Business Days prior to the Closing Date of such Seller, the Purchaser shall inform such Seller in writing of the information required for configuration of the Products of such Seller (the “Confirmation”).
(c) At the Closing of such Seller, such Seller shall configure the Products with the information provided by the Purchaser in the Confirmation. The title to the Products of such Seller shall pass to the Purchaser upon the completion of the configuration of the Products of such Seller. The Purchaser shall be entitled to inspect the configuration of the Products from time to time to confirm accuracy of the information.
(d) Notwithstanding anything to the contrary stipulated in any Applicable Laws, the risk of loss or damage to the Products of a Seller shall pass to the Purchaser when such Seller has fulfilled its obligations under Clauses 4.1(a) and 4.1(c).
4.2 With respect to any Seller, if both such Seller and the Purchaser are willing and able to proceed to the Closing of such Seller, but the title to the Products of such Seller cannot be delivered to the Purchaser in a timely fashion pursuant to Clause 4.1, such Seller and the Purchaser shall discuss in good faith to agree on alternative arrangements (such as leasing of cloud computational capacity) to realize the economic substance of the transactions contemplated by this Agreement.
4.3 With respect to the Relevant Assets, at the Closing of a Seller, such Seller shall take all necessary actions (including execution of necessary documents, providing relevant notices or making relevant filings) to assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered to the Purchaser, the Relevant Assets.
Delivery of the Purchased Assets. At or before the Closing, Sellers shall, at their expense, cause the Purchased Assets to be delivered to, or take all actions necessary to put Purchaser in possession and control of, the Purchased Assets free and clear of Encumbrances other than Permitted Encumbrances.
Delivery of the Purchased Assets. The Sellers shall, at their own expense, cause the Purchased Assets to be delivered to, or take all actions necessary to put the Purchaser in possession and control of, the Purchased Assets at and as of the Effective Time.
Delivery of the Purchased Assets. At the Closing, the Debtor shall make available to the Purchaser legal and actual possession of the Purchased Assets, together with any keys, key cards, combinations, access devices, alarm systems and related codes and other rights of access to the Purchased Assets.
Delivery of the Purchased Assets. BackWeb shall have received, in appropriate transfer instruments satisfactory to BackWeb, the Purchased Assets, including, without limitations, all cd-roms, diskettes, tapes and any other media containing the source and object codes for any software included in the Purchased Assets (and specifications for access)
Delivery of the Purchased Assets. As of the Closing Date, Seller shall have taken all steps necessary to deliver all of the Purchased Assets free and clear of all Liens and interests.
