Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be the type of Asset as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). If there is uncertainty as to the Type of a Purchased Asset, Buyer shall determine the correct Type for such Purchased Asset.
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets consisting of a Purchased Mortgage Loan(s) with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Mortgage Loan shall be the type of Mortgage Loan as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code section 101(47)(A). If there is uncertainty as to the Type of a Purchased Mortgage Loan, Buyer, in its sole and good faith discretion, shall determine the correct Type for such Purchased Mortgage Loan.
Description of Purchased Assets. The Purchased Assets shall include the following assets owned by SPP:
(a) prepaid assets defined on Schedule 1.2(a) attached hereto and incorporated herein, and all rights and obligations associated therewith (the “Prepaid Assets”);
(b) SPP’s inventory as set forth on Schedule 1.2(b) attached hereto and incorporated herein (including, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the “Inventory”);
(c) to the extent of Seller’s ownership interest, if any, all of Seller’s fixed assets, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment), computer hardware and software, and all other tangible personal property other than the Inventory, including any of the foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) attached hereto and incorporated herein (the “Equipment”);
(d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the “Leased Real Estate”);
(e) all of Seller’s rights under any leasehold interests and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein;
(f) [intentionally omitted];
(g) [intentionally omitted];
(h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment;
(i) all transferable regulatory, environmental, health and safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein;
(j) all transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and...
Description of Purchased Assets. At the Closing (hereinafter defined), Seller shall sell and convey (with respect to owned assets) and assign (with respect to leased assets) to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Assets, free and clear of any Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, the “Purchased Assets” shall mean all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with the operation of the Stores, including, without limitation, the following:
Description of Purchased Assets. On the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign, set over and deliver to Buyer on the Closing Date, effective as of the Effective Time (as said terms are defined in Section 4.2 hereof) all of the assets, whether tangible or intangible, utilized by or in connection with, or produced by, the Acquired Business and owned by Seller including but not limited to the following specified assets, regardless of where such assets are located:
(a) the exclusive ownership of and right to use all tradenames, trademarks, service marks, trade dress, copyrights and applications therefore used in connection with the Acquired Business or otherwise owned or controlled by Seller, including, without limitation, those described in Schedule 1.1(a) hereto, along with the goodwill of the business associated with each of the foregoing;
(b) all inventions, patents, patent rights, applications for patents, production rights, manufacturing rights, reproduction rights, similar rights, trade secrets, know-how, processes, formulae, licenses and designs;
(c) all right, title and interest in the marks and domain names set forth on Schedule 1.1(c) hereto, as well as all right, title and interest, including copyright rights, in the Work or any portion thereof (as hereinafter defined), including the rights to use and/or sell for profit, distribute to third parties, display, perform, digitally transmit, create derivative works from, disassemble, reverse engineer, otherwise claim any ownership rights in or rightful title to the "look and feel" of the Work. For purposes of this Agreement, "Work" is defined as all documents, images, things, work product and works of authorship (all of which may be either electronic or hard copy) that are created by or for Seller, or in which Seller owns a transferable interest, including, without limitation, all website pages and in any software programs, scripts, graphics, animations, controls, user interfaces, database schemes or other tangible or intangible "products" or "information" developed by either Seller or any agent, employee or independent contractor of Seller for purposes related to or used in connection with the Acquired Business ;
(d) all current inventories of raw materials, supplies, purchased parts to be incorporated in finished products, work-in-process and finished products (the "Inventory");
(e) all tooling, molds, machinery, vehicles, tangible personal property, equipment and compute...
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets with an Asset Value not less than, on any date of determination, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be one of the types of Purchased Asset as specified in the Transactions Terms Letter as the “Type,” and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). Buyer shall determine, in its sole and absolute discretion. the correct “Type” for such Purchased Asset.
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Administrative Agent, on behalf of Buyers, Purchased Assets with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be the type of Asset as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). If there is uncertainty as to the Type of a Purchased Asset, Administrative Agent, on behalf of Buyers, shall determine the correct Type for such Purchased Asset.
Description of Purchased Assets. 2 1.3 Consideration for Purchased Assets; Adjusted Purchase Price................. 3 1.3.1
Description of Purchased Assets. Subject to the terms and ------------------------------- conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, on and as of the Closing Date (capitalized terms shall be used as defined in the Sections mentioned in the Glossary of Terms to this Agreement), Sellers will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire, the Business as a going concern and all of Sellers' right, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated in Canada constituting or used in the Business (other than the Excluded Assets (collectively, the "Purchased Assets")), including without limitation:
Description of Purchased Assets. (a) The Purchased Assets consist of the Purchaser’s right, title and interest in, to and under the following:
(i) all real property of the Vendor as set out in Schedule “A” hereto, including, without limitation, loading, storage, transportation and other facilities located in Sxxxxxx County, Kansas; and
(ii) all other assets, property and undertakings of the Vendor in connection with the Goodland Plant, including, without limitation, any and all supplies, parts, leases, licenses, software, contracts, instruments and agreements.
(b) The Purchaser will receive all rights, benefits, claims, covenants, obligations, powers, and duties of the Vendor in respect of the Purchased Assets.
