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. Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions hereinafter set forth:
(a) all equipment used or for use in the operations of the Business, including, without limitation, the equipment listed on Schedule 1.1(a) attached hereto and made a part hereof (the "Equipment"), other than equipment specifically relating to MIDOS and identified on Schedule 1.2(b) attached hereto;
(b) all furniture, appliances, business machinery, office equipment and supplies used or for use in the Business, including without limitation, the items listed on Schedule 1.1(b) attached hereto and made a part hereof (collectively, the "Office Furnishings");
(c) all of the motor vehicles used or for use in the Business, and all radios, attachments, accessories and materials handling equipment 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(c), attached hereto and made a part hereof;
(d) 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;
(e) 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 (the "Related Approvals"); a complete and accurate list of the Customer Accounts and the Related Approvals is set forth on Schedule 1.1(e), attached hereto and made a part hereof, and true and complete copies of all Customer Accounts (or descriptions of unwritten arrangements) and Related Approvals shall be delivered to Buyer simultaneously with the execution and delivery of this Agreement;
(f) all of Seller's inventory of parts, tires, supplies and accessories of every kind, nature and description used or for use in connection with the Business (the "Inventory");
(g) 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, excluding any of the foregoing relating to...
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. At the Closing (as defined in Section 1.2), the Seller shall sell and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, substantially all the business and assets of the Seller existing and owned by the Seller or used by the Seller in Seller's business on the Closing Date (as defined in Section 1.2) relating to Seller's business, other than the Excluded Assets (as defined in Section 1.1(b)). The assets of the Seller to be purchased hereunder (which shall not include the Excluded Assets) are referred to herein as the "Subject Assets," and shall include without limitation:
(i) all the Seller's inventory described on Exhibit 1.1
(a) (i);
(ii) all the Seller's rights to prepaid license fees, deposits, prepaid lease expenses and other rights acquired under any leases, other than Excluded Assets (the "Prepaid Expenses"). The Seller shall prepare a detailed listing of such Prepaid Expenses as of the Closing Date which shall be included as Exhibit 1.1(a)(ii) hereto;
(iii) all furniture, fixtures, furnishings, tools, equipment, supplies, parts, accessories, inventories, machinery, shelving, computer equipment, signage, and other tangible personal property of the Seller other than Excluded Assets (the "Tangible Property"), including without limitation the items of Equipment and other Tangible Property described on Exhibit 1.1(a)(iii) hereto and any additions or accessions thereto or substitutions therefor or proceeds thereof;
(iv) all rights of the Seller under all contracts, service agreements, advertising agreements, sales contracts, customer orders, leases, licenses, and agreements other than Excluded Assets (the "Contracts"), including without limitation the Seller's rights existing on the Closing Date under the Contracts described or referred to in Exhibit 1.1(a)(iv) hereto and Seller and Purchaser shall execute a bill of sale and assignment and assumption agreement to this extent;
(A) all rights of the Seller in the name "American Jet Engine Services, Inc." or its d/b/a Amjet, Inc. and any trademarks, tradenames or service marks, and all registrations thereof and pending applications therefor, in connection therewith (the "Name"), and (B) all other tradenames, trademarks, service marks, copyrights, licenses, proprietary rights and technology, patents and registrations
(a) (v) hereto (collectively, with the Name, the "Intellectual Property");
(vi) books, records, ledgers, files, documents, correspondence, lists, prints, plans...
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest of Seller at the Closing in and to all of the assets, properties, rights (contractual or otherwise) and business of Seller which are used in connection with the business and operations of the Seller including, without limitation, those set forth below:
(a) All machinery, equipment, tooling, parts, furniture, supplies, and other tangible personal property used in conducting the business and operations of the Seller (the "Personal Property") and including, without limitation, the Personal Property listed on SCHEDULE 1.1
(A) [1];
(b) All raw materials, component parts, work-in-process, finished goods inventory and other inventory (the "Inventory");
(c) All franchises, licenses, permits, consents, authorizations, approvals and certificates of any regulatory, ---------------- 1 Each reference in this Agreement to an Exhibit or Schedule shall mean an Exhibit or Schedule attached to this Agreement and incorporated into this Agreement by such reference. administrative or other governmental agency or body used in conducting the business and operations of Seller (to the extent the same are transferable) (the "Permits") including, without limitation, the Permits listed on SCHEDULE 1.1(C);
(d) All patents, inventions, trade secrets, processes, proprietary rights, proprietary knowledge, know-how, computer software, trademarks, names, service marks, trade names, copyrights, symbols, logos, franchises and permits used in conducting the business and operations of the Seller, and all applications therefor, registrations thereof and licenses, sublicenses or agreements in respect thereof, which Seller owns or has the right to use or to which Seller is a party and all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office including, without limitation, the items listed on SCHEDULE 1.1
Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing:
(a) the fee simple lands ("the Lands") described in the Schedule of Lands;
(b) the buildings and improvements (the "Buildings and Improvements") described in the Schedule of Buildings;
(c) the leasehold property, interests in the leasehold property and the improvements, appurtenances and fixtures on the leasehold property (the "Leasehold Property") described in the Schedule of Leasehold Property;
(d) the machinery, equipment, trucks, cars and other vehicles (the "Machinery, Equipment and Vehicles") described in the Schedule of Machinery, Equipment and Vehicles;
(e) all inventories (the "Inventories");
(f) the accounts receivable, trade accounts noted receivable and other debts owing to the Vendor, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables");
(g) the benefit of all unfilled orders received by the Vendor in connection with the Vendor's Business, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's Business, and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contracts;
(h) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's Business (the "Intangible Property"), including the Intangible Property described in the Schedule of Intangible Property;
(i) the prepaid expenses (the "Prepaid Expenses");
(j) the goodwill of the Vendor's Business and the right of the Purchaser to represent itself as carrying on the Vendor's Business in continuation of and in succession to the Vendor (the "Goodwill"); all of which are collectively called the "Assets".
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 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. As used herein, the term “Assets” means, subject to the terms and conditions of this Agreement, all of Seller’s right, obligation, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following (but excluding the Excluded Assets):
