Description of Assets Sample Clauses
Description of Assets. Buyer agrees to acquire from Seller and Seller agrees to transfer to Buyer, as of the Effective Date, all of the properties and assets, both tangible and intangible, owned by Seller and used by it in connection with the operation of the Business (collectively, the "Assets"), including without limitation, the following:
(a) All inventory of the Business of every nature whatsoever;
(b) Seller's furniture, fixtures, office machinery and equipment and other tangible property used in the operation of the Business, including, without limitation, all vehicles, bottles, kegs, racks, all computer systems, hardware and software, and telephone systems;
(c) All mailing, client and customer lists used in the conduct and operation of the Business;
(d) All leasehold improvements and fixtures located at 000 Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxxxxx 00000 (the "Premises");
(e) All contracts and licenses used in the conduct of the Business and assumed by the Buyer pursuant to Section 2.5, including, without limitation, contracts and licenses with vendors and suppliers, if any;
(f) All of Seller's development assets used in the conduct of the Business, including, without limitation, sales, marketing, advertising and promotional materials, catalogs, brochures, mailers, and other sales, advertising and promotional materials and rights associated therewith;
(g) The Lease covering the Premises, together with all right, title and interest in the security deposit held by Landlord thereunder unless Buyer negotiates a new lease covering the Premises;
(h) All intangible assets used in the conduct of the Business including, without limitation, any and all software, domain names, marketing scripts, copyrights, trademarks and trade names, including all registrations thereof and all licenses and permits used in the conduct of the brewery operations, including BATF, state and local permits;
(i) All goodwill associated with the Business; and
(j) The telephone numbers of the Business, including, without limitation, all "800" numbers used in the conduct of the Business.
(k) All cash, certificates of deposit, negotiable instruments, notes, deposits, prepaid accounts, accounts receivable and contract rights.
Description of Assets. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any pledge, lien, option, security interest, mortgage, claim, charge or other encumbrance of any kind whatsoever, all of its assets (other than the Excluded Assets), including without limitation the following properties and assets of the Seller (collectively, the "Assets"):
(a) all assets of the Seller reflected on the balance sheet of the Seller (the "Balance Sheet") dated as of December 31, 1996 (the "Balance Sheet Date") and all assets of the Seller of the same nature as those reflected on the Balance Sheet that have been acquired in the ordinary course of business since the Balance Sheet Date (other than the Excluded Assets and other than assets reflected on the Balance Sheet that have been disposed of in the ordinary course of business since the Balance Sheet Date) (collectively, the "Balance Sheet Assets"), including without limitation:
(i) all inventory and supplies of the Seller;
(ii) all cash, cash equivalents, bank accounts, investments, and other similar assets ("Cash") and all accounts receivable, notes receivable, loans receivable, prepaid expenses, security and other deposits, and other current assets of the Seller;
(iii) all furniture, fixtures and leasehold improvements of the Seller; and
(iv) all equipment, machinery, tools, personal property and other physical assets of the Seller of any nature or kind (including without limitation all spare parts);
(b) all rights of the Seller with respect to leasehold interests relating to the real and personal property used in the Business as listed on Schedule 1.1(b) (the "Leases");
(c) all rights of the Seller under all licenses, approvals, consents and franchises and, to the extent transferable, permits and authorizations, used or useful in connection with the operation of the Business or any pending applications relating to any of the foregoing;
(d) all patents, patent rights, inventions, processes, designs and applications for patents used or useful in connection with the Business, and all trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, trade names, registered designs and unregistered design rights used or useful in the operation of the Business;
(e) all trade secrets, processes, know-how, procedures, formulae and confidential informati...
Description of Assets. Upon the terms and subject to the conditions hereof, on the Closing Date (as defined in Section 9.1) Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to all of Seller’s assets that are limited to the operation of the Business in the Human RFID Field, excluding the Excluded Assets (as defined below), but including, without limitation, the following assets (collectively referred to as the “Purchased Assets”) which shall be conveyed in the manner described:
(a) The patents and patent applications, including divisions, continuations, renewals, reissuances, and extensions of the foregoing (as applicable) listed on Schedule 1.1(a) shall be transferred and assigned to Buyer (“the Assigned Patents”), pursuant to an Assignment of Patent, annexed hereto as Schedule X, and Seller and Digital Angel shall receive from Buyer a full and irrevocable covenant not to xxx for Seller’s or Digital Angel’s use of such patents and patent applications as more fully described in Section 5.4 of this Agreement;
(b) The patents and patent applications, including divisions, continuations, renewals, reissuances, and extensions of the foregoing (as applicable) listed on Schedule 1.1(b) are used or usable by Seller in its business and shall be retained by Seller for use in its business (“Retained Patents”), but Buyer shall receive from Seller and Digital Angel a full and irrevocable covenant not to xxx for Buyer’s use of such patents and patent applications in its Business as more fully described in Section 4.7 of this Agreement;
(c) The FDA classification decision issued to Seller on October 12, 2004 (“FDA Decision”) for the Human RFID Product identified as 21 CFR §880.6300 as an “Implantable Radiofrequency Transponder System for Patient Identification and Health Information,” including all records and papers relating to such FDA Decision, shall be assigned and delivered to Buyer;
(d) The goodwill, supplier relationships, licenses, permits, production documents, technical specifications, assembly standards, and packaging instructions, relating to or used in the manufacture and assembly of the Human RFID Product, applicable only to the Human RFID Product, and other general intangibles of Seller relating to the Business, shall be assigned and delivered to Buyer;
(e) All of Seller’s rights, obligations, and interest in that certain Glucose Sensor Development Agreement among Seller, Buyer, and Re...
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to grant, convey, sell, transfer and/or assign (as the case may be) to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions hereinafter set forth:
(a) all equipment owned or leased by Seller and used or for use in the operation of the Business, including, without limitation, the equipment listed on Schedule 1.1(a) attached hereto and made a part hereof (the "Equipment");
(b) all of the motor vehicles owned or leased by Seller and used or for use in the Business, and all radios, attachments, accessories and materials handling equipment owned or leased by Seller and now located in or on such motor vehicles (the "Rolling Stock"), as the same are listed and more completely described by manufacturer, model number and model year on Schedule 1.1(b), attached hereto and made a part hereof;
(c) all manual and automated routing and billing information and components thereof, including, without limitation, all routing and billing computer hardware, software and programs containing any customer information (subject, however, to such license or other agreements as may be applicable to such software, programs or other assets);
(d) all contractual rights of Seller with Seller's customers (whether oral or in writing) relating to the conduct of the Business (the "Customer Accounts"), and all commitments, lists, leases, permits, licenses, consents, approvals, franchises and other instruments relating to the Customer Accounts, if any (the "Related Approvals"); a complete and accurate list of the Customer Accounts and the Related Approvals is set forth on Schedule 1.1(d), attached hereto and made a part hereof, and true and complete copies of all written Customer Accounts and Related Approvals shall be delivered to Buyer simultaneously with the execution and delivery of this Agreement;
(e) all of Seller's inventory of parts, tires and accessories of every kind, nature and description used or for use in connection with the Business (the "Inventory");
(f) all right, title and interest of Seller in and to all trade secrets, proprietary rights, symbols, trademarks, service marks, logos and trade names used in the Business;
(g) to the extent transferable, all permits, licenses, franchises, consents and other approvals relating to the Business set forth on Schedule 1.1(g), attached hereto and made a part hereof (the "Permits") (true...
Description of Assets. In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and subject to all terms of this Agreement, Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase from the Seller and take title to the following:
Description of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and pay for, all of Seller’s right, title and interest in and to the following described assets (herein called the “Assets”), but specifically excluding the Excluded Assets (as defined in Section 1.02 below), to-wit:
(a) The oil, gas and mineral leases described in Exhibit A hereto (the “Leases”) insofar as they cover the lands (the “Lands”) described or referenced in the Leases and/or in Exhibit A hereto, together with all of Seller’s undivided interests in (i) all rights, privileges, benefits and powers conferred upon the holder of the Leases with respect to the use and occupation of the surface of the Lands that may be necessary, convenient or incidental to the possession and enjoyment of the Leases, (ii) all rights in respect of any pooled or unitized acreage located in whole or in part within the Lands by virtue of the Leases, including rights to production from the pool or unit allocated to any Lease being a part thereof, regardless of whether such production is from the Lands, (iii) all rights, options, titles and interests of Seller granting Seller the right to obtain, or otherwise earn interests within the Lands no matter how earned, (iv) all tenements, hereditaments and appurtenances belonging to any of the foregoing, and (v) any and all mineral fee interests, mineral servitudes, royalty interests, overriding royalty interests, net profits interests, production payments and all other interests of every kind and character in and to the Leases and the Lands;
(b) All permits, licenses, servitudes, rights-of-way, easements, division orders, gas and casinghead gas purchase and sale agreements, including without limitation gas contracts, crude oil purchase and sale agreements, surface leases, surface fee interests, farmin agreements, farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, areas of mutual interest, options, leases of equipment or facilities and other contracts, agreements and rights that are owned by Seller in whole or in part, and that are appurtenant to the Assets or used or held for use in connection with the ownership or operation of the Assets or with the production, treatment, sale or disposal of water, hydrocarbons and associated substances therefrom or thereon whether or not located on the Lands;
(c) All of the real, perso...
Description of Assets. Buyer will purchase all of the Seller's ticket stock and other merchandise; tangible personal property owned by Seller (not leased) and located at the Business addresses, including all equipment, photocopy machines, telephones and related equipment, signs, office supplies, furniture, furnishings, shelving and leasehold improve ments; and goodwill, customer lists, telephone numbers, trade names and other intangible assets used in the Business. Seller will assign to Buyer all of Seller's right, title and interest in any sales and service agreements, employment agreements, equipment leases, advertising agreements and licenses used in the Business. Buyer will assume all obligations of Seller thereunder and indemnify and hold the Seller harmless from any obligations of Seller thereunder from and after the Closing Date. Amounts due or prepaid under such assumed obligations will be prorated as of the date of closing.
Description of Assets. Upon the terms and subject to the ----------- --------------------- conditions set forth in this Agreement, Seller does hereby agree to grant, convey, sell, transfer and assign to Buyer all of Seller's right, title, and interest in the following assets, properties and contractual rights of Seller, wherever located as set forth below:
(a) all of the containers, carts and compactors (the "Containers and -------------- Compactors") described by capacity, location, type and serial number on Schedule ---------- 1.1(a);
(b) all of the motor vehicles and all attachments, accessories and materials handling equipment (the "Rolling Stock"), as the same are more ------------- completely described by manufacturer, model number and model year on Schedule 1.1(b);
(c) all of the recycling equipment ("Recycling Equipment"), as is ------------------- more completely described on Schedule 1.1(c);
(d) all radios located in the Rolling Stock, the radio base station, and all manual and automated routing and billing systems and components thereof, including, without limitation, all computerized routing and billing software and programs, and all computer hardware, including without limitation, printers, CPU's, keyboards and monitors, all of which are listed on Schedule 1.1(d);
(e) all inventory of parts, tires and accessories (the "Parts ----- Inventory") each of which is listed on Schedule 1.1(e); ---------
(f) all trade secrets, proprietary rights, symbols, trademarks, service marks, logos and trade names used in the Business and owned by Seller as listed on Schedule 5.10;
(g) all contractual rights of Seller with its customers (whether oral or in writing) relating to the conduct of the Business (the "Customer -------- Contracts"). A complete and accurate list of the Customer Contracts, is listed --------- on Schedule 1.1(g);
(h) all right, title and interest of Seller to all accounts receivable generated by the Business as of the Closing Date whether or not billed to clients ("Accounts Receivable") and all prepaid deposits ("Prepaid ------------------- ------- Deposits"); a complete and accurate list of the Accounts Receivable and Prepaid -------- Deposits generated by the Business as of the date of this Agreement, by customer code and age, is listed on Schedule 1.1
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to convey, sell, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, on the Closing Date (as defined below), free and clear of all liens, security interests, claims, pledges, charges, encumbrances, equities, rights of use, levies, taxes, imposts and restrictions (the "Encumbrances"), all right, title and interest of Seller in and to the assets, properties and rights (contractual or otherwise) of Seller that are used in connection with the Business set forth below:
(a) All machinery, equipment, tooling, parts, furniture, supplies, and other tangible personal property used in conducting the Business listed on Schedule 1.1
(a) (the "Personal Property");
(b) All accounts receivable relating to or arising out of the operation of the Business listed on Schedule 1.1(b) (the "Receivables");
(c) All franchises, licenses, permits, consents, authorizations, approvals and certificates of any Governmental Authority (as hereinafter defined) used in conducting the Business listed on Schedule l.l(c) (the "Permits");
(d) Subject to clause (xi) of the final paragraph of this Section 1.1, all patents, inventions, trade secrets, processes, proprietary rights, proprietary knowledge, know-how, design archives, computer software, URLs, web sites including content and coding, trademarks, names, service marks, trade names, copyrights, symbols, logos, franchises and permits owned by Seller and used in conducting the Business and all applications therefor, registrations thereof and licenses, sublicenses or agreements in respect thereof, that Seller owns or has the right to use or to which Seller is a party and all filings, registrations or issuances of
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase and assume from Sellers, all right, title and interest of Sellers at the Closing in and to all of the assets, properties, rights (contractual or otherwise) and business of Sellers of every kind, nature and description, real, personal and mixed, tangible and intangible, known or unknown, wherever located that are owned or used by Sellers, including, without limitation Sellers' Cambridge, Massachusetts (both Harvard Square and Xxxxxxx Square) and Chicago, Illinois operations, related to or used by or in the Business, and including, without limiting the generality of the foregoing, but excluding the Excluded Assets:
(a) All rights and claims under leases of real property used in the Business, including those described on Schedule 1.1(a), along with all improvements, appurtenant rights, easements and privileges appertaining or relating thereto (the "Real Property Leases");
(b) All equipment, furniture, supplies, including, to the extent assignable by Sellers, off-the-shelf software and other tangible personal property used in or by the Business and owned or used by Sellers (the "Personal Property");
(c) All claims and rights, including refunds, under court approved retentions, contracts, agreements, contract rights, license agreements, franchise rights and agreements, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, leases, the existing "key man" insurance policies listed on Schedule 1.1(c), arrangements, and understandings of Sellers or Nextera related to the Business, whether oral or written, to which Sellers or Nextera is a party, in each case, to the extent assignable by Sellers or Nextera (whether or not legally bound thereby) (the "Contracts");
(d) All client work and client work product related to the Business that has been performed or is in the process of being performed on the Closing Date, which has not yet been completed or has not yet been billed and which is reasonably expected to be ultimately billed in the ordinary course of business (the "Work-in-Process");
(e) All automobiles and other vehicles used in or by the Business and owned or used by Sellers;
(f) All franchises, licenses, permits, consents, authorizations, approvals, and certificates of any regulatory, administrative or other Governmental Authority...