DESCRIPTION OF ASSETS TO BE ACQUIRED. On the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), Seller will convey, sell, transfer, assign, and deliver to Purchaser and Purchaser shall purchase and acquire from Seller, all right, title, and interest in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the following:
(a) All of Seller's interests in the machinery, equipment, instruments, computer hardware and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed on Schedule 1.1 (a);
(b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods and supplies, including scrapwork and rework, listed on Schedule 1.1 (b);
(c) All of Seller's claims and rights under all agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, listed on Schedule 1.1 (c) hereto;
(d) All of Seller's interests in the leasehold[s] listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property;
(e) All of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark rights, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e)...
DESCRIPTION OF ASSETS TO BE ACQUIRED. The assets of each Acquired Fund to be acquired by each Acquiring Fund shall consist of all property, including without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivable), any claims or rights of action or rights to register shares under applicable securities laws, and other property owned by each Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of each Acquired Fund at the Effective Time (the "Assets").
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and -------------------------------------------------- subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 8.1), ZYCAD agrees to convey, sell, transfer, assign and deliver to TSSI, and TSSI shall purchase from ZYCAD, all rights, title and interest of ZYCAD at the Closing in and to the Assets. Attached as Schedule 1 is a complete list of Assets being purchased by TSSI from ZYCAD, which includes items specified on Schedule 1.1 (a list of all equipment used in the Business), Schedules 1.2-1.5 (lists of all software used in the Business), Schedules 1.6- 1.7 (lists of all trademarks used in the Business), and Schedule 1.8 (a list of all Documentation used in the Business).
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, as of the Effective Date, Seller hereby conveys, sells, transfers, assigns and delivers to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest that Seller may own, or in which Seller may claim rights, to and in the assets comprising the Folio Products, the Business and the Intellectual Property (together with the right to xxx and collect damages or other amounts in respect of any past, present or future infringement or breach of such rights), including, but not limited to, the following:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Soft Closing Date, with respect to Sellers equitable title to the Assets (as defined below), Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of Sellers rights, title and interest in the Assets (“Equitable Title”) at the Soft Closing, and the complete legal title , rights, and interest in the Assets free and clear of any and all rights, liens and encumbrances held by Intrust Bank at the Hard Closing (as defined in Section 7.1) in and to the following assets, properties and rights (collectively, the “Assets”) used or held for use in the Business (other than the Excluded Assets (as defined in Section 1.2)), as follows:
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, subject to Section 1.2 hereof, at the Closing (as defined in Section 3.1 hereof), GateField shall convey, sell, transfer, assign and deliver to Actel, and Actel shall purchase from GateField, all right, title and interest of GateField in and to all of the properties and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise and wherever situated) of GateField used in the Design Services Business (the "Purchased Assets"), including:
(a) CAPITAL EQUIPMENT AND HARD ASSETS. All capital equipment and other hard assets including but not limited to computer systems and related proprietary documentation listed on Schedule 1.1(a) attached hereto;
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), the Shareholder Representatives agree to cause the HPL Companies to convey, sell, transfer, assign, and deliver to Purchaser (and any wholly-owned subsidiary of Purchaser designated by Purchaser prior to the Closing Time to receive title to any of the Assets), and Purchaser (and any wholly-owned subsidiary of Purchaser designated by Purchaser prior to the Closing Time to receive title to any of the Assets) shall purchase from the HPL Companies, all right, title, and interest of the HPL Companies in and to the assets, properties, and rights of the HPL Companies specifically referred to in this Section 1. 1 (collectively, the "Assets"). The Shareholder Representatives represent and warrant to the Purchaser that the Assets are all of the assets of the HPL Companies used exclusively by the Automatic Test Equipment Division and the Design For Test Division of the HPL Companies (the business of the HPL Companies' Automatic Test Equipment Division and the Design For Test Division being, the "Business"):
(a) All interests in machinery, equipment, instruments, computer hardware and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units, and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed on Schedule 1.1 (a);
(b) All inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods and supplies, including scrapwork and rework, listed on Schedule 1.1
DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 4.1), Seller agrees to convey, sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest of Seller at the Closing in and to the assets, properties, and rights of the Business of every kind, nature and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the foregoing (but excluding the "Excluded Assets," as such term is defined in Section 1.2 below):
(a) All interests in machinery, equipment, copiers, computers, furniture, fixtures, supplies, other tangible personal property and fixed assets and all proprietary rights relating thereto (the "Personal Property"), including without limitation those listed on Schedule 1.1
(a) hereto;
(b) All lease deposits, prepaid expenses, prepaid property taxes and all other current assets, including without limitation those listed on Schedule 1.1
(b) hereto;
(c) All claims and rights under all agreements, contracts, contract rights, licenses, evidences of indebtedness, purchase and sale orders, quotations and other executory commitments (but, except as provided in Section 2.1, excluding any liabilities associated therewith) (collectively, the "Contracts"), including, without limitation those listed on Schedule 1.1
DESCRIPTION OF ASSETS TO BE ACQUIRED. Subject to this Agreement, ------------------------------------ at the Time of Closing (as defined in Section 6.1), Seller agrees to convey, sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all right, title and interest existing now or at any time hereafter through the Time of Closing in or to the assets, properties and rights of or relating to or used at any time in the Business (meaning any portion or aspect of Seller's business relating to the software known as METIOR, SCSI Media Changer Software, SCSI Optical Disk Driver Software, and RDF Software (collectively, the "Software")), of every kind, nature and description, personal, tangible and intangible, wherever located, including the items described in subparagraphs (a) through (j) below, but specifically excluding the Excluded Assets (as defined in Section 1.2). "RDF Software" means the Product as defined in the agreement dated January 9, 1996 between Buyer and Seller (the "January Agreement") and as more particularly described in the specifications dated April 23, 1996 that are attached hereto as Exhibit A (the "RDF Specifications"). "Software" includes all source code and object code and related documentation owned or licensed from third parties by Seller, in any and all languages, and such other versions of such programs currently under development by Seller, including the software listed on Schedule 1.1(c) attached hereto or such software's predecessors or potential successors or any other computer program that performs similar functions.
DESCRIPTION OF ASSETS TO BE ACQUIRED. Seller shall sell to Purchaser ------------------------------------ all Assets owned by Seller or useful in Seller's business (tangible or intangible), including, without limitation, all cash, cash equivalents, marketable securities, accounts receivable, and notes receivable; all supplies, furniture, fixtures, leasehold improvements and equipment; all contract rights; all trade secrets; all tradenames, trademarks, service marks and copyrights; all software licenses, all deposits and prepaid expenses; rights to all past and present corporate names of the Seller and other names used by the Seller or its predecessor in its business; all customer lists owned by the Seller or used by the Seller in its business; all licenses, permits, consents and authorizations of Government authorities required for the operation by the Seller of its business (the "LICENSES"); Seller's rights under any written or oral contract of Employment Agreement with any of Seller's employees, including any rights to enforce any Non-Compete Agreements; and the goodwill of the Seller as to its business, excluding any shareholder notes receivable.
