Included Assets. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation: (i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company; (ii) All notes receivable, deposits and advances of the Company; (iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items; (iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books; (v) All right, title and interest of the Company in all contracts, agreements, or other instruments relating to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses; (vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts; (vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto; (viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and (ix) All other intangibles of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's business.
Appears in 1 contract
Included Assets. On the terms and subject to the conditions set forth in this AgreementThe Assets shall include, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Dateamong other things, all of the rightsSeller’s right, title and interest of the Company in and to the following:
(a) all fixed assets, including machinery and equipment, supplies, computer hardware, electronic data processing equipment (and any and all assets owned by the Company on the Closing Dateother information technology equipment, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kindconnections, nature and description whatsoevercables, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, wiring and other inventory items;
(iv) All machinery, equipment, business machines, vehiclesassets used in connection therewith), furniture, fixtures, leasehold vehicles, and building improvements and all other tangible property of the Company personal property, of every kind utilized and nature whatsoever, owned by Seller on the Closing Date (collectively, “Personal Property”), wherever located, including the Personal Property set forth on Schedule 2.15 attached hereto;
(b) all Accounts (as such term is defined in connection the Uniform Commercial Code of the State of Georgia), including commissions and fees receivable;
(c) all prepaid expenses, advances and deposits;
(d) all rights of Seller under contracts, agreements, leases, arrangements, commitments, understandings and obligations, written or oral (collectively, “Contracts”), including the Contracts between Seller and its subscribers and customers, together with the operations other Contracts listed and described on Schedule 2.14 attached hereto, and including Seller’s rights under and with respect to nondisclosure, noncompetition, and other restrictive covenant provisions thereunder;
(e) all rights of Seller under all permits, licenses, orders, franchises, certificates, registrations and approvals (collectively, “Permits”) from all federal, state and local governmental and other regulatory bodies (collectively, “Bodies”), including the Permits set forth on Schedule 2.16 attached hereto;
(f) all inventions, patents, trademarks, service marks, copyrights, trade dress, logos, trade names (including the trade name “SpeedFactory”), corporate names (including the corporate names “Synkronus, Inc.” and “SpeedFactory, Inc.”), trade secrets, confidential business information (including customer and supplier lists, customer data, pricing and cost information, and business and marketing plans and proposals), computer software, IP numbers, domain names, (including “xxxxxxxxxxxx.xxx”, “xxxxxxxxxxxx.xxx”, and “xxxxxxxxx.xxx”) URLs, e-mail addresses, websites, other proprietary rights, all applications relating to the registration of any of the Company's businessforegoing, and all other rights and interests (registered or unregistered) related to intellectual property, all copies, tangible embodiments and variants and derivatives of, or relating to, any of the foregoing, in whatever form or medium, including the exclusive right to use any trade name under which either operates the Business and any derivative thereof, all goodwill associated therewith and with the Business, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (foreign and domestic) (collectively, “Intellectual Property”), including the Intellectual Property set forth on Schedule 2.11 attached hereto;
(g) all purchase, marketing and sales records, customer and supplier records, lists and other documents, files, manuals and records, correspondence, production records, employment records, and any confidential information, whether or not carried on reduced to writing, and wherever located, with respect to, or in connection with, Seller or the Company's booksBusiness, and any and all additional information and rights of Seller with respect to current and former subscribers and customers of Seller;
(vh) All rightall rights and choses in action, title including all rights under express or implied warranties from suppliers and interest of the Company in all contracts, agreements, or other instruments relating vendors with respect to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other itemsBusiness, and all sales contracts, broker agreements, leases of real and personal property and licensesrights to receive insurance proceeds;
(vii) All books and records, customer lists, customer credit all written technical information, technical data, sales literaturespecifications, correspondence research and computer printoutsdevelopment information, engineering drawings, operating and maintenance manuals and other know-how;
(viij) All patentsall goodwill associated with the Business, copyrights, know-how, technical documentation, trade secrets, trademarks and including Seller's right to use its respective trade names (including the names “Synkronus” and “SpeedFactory”) and trade styles, and any and all applications therefor) owned by products, variants and derivatives of any of the Companyforegoing, including, without limitation, those set forth on Schedule 3.20 heretotogether with all telephone and fax numbers;
(viiik) All other rights all information, files, books, records, data, plans, and recorded knowledge related to the foregoing (collectively, “Books and Records”);
(l) all proceeds and products of each of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenamesforegoing; and
(ixm) All all other intangibles assets, tangible and intangible, of any kind or description, wherever located , that are carried on each (other than the books of the Company or which are owned by the Company and utilized in the operations of the Company's businessExcluded Assets).
Appears in 1 contract
Samples: Asset Purchase Agreement (Nextphase Wireless, Inc.)
Included Assets. On The Assets shall include, without limitation, the terms following assets, properties and subject rights of Seller used directly or indirectly in the conduct of, or generated by or constituting the Business:
(i) all interests of Seller in all real properties that are owned by Seller and used primarily in connection with, or necessary to the conditions set forth in this Agreementoperation of, the Company hereby agrees Business, including but not limited to sellthe properties identified in SCHEDULE 1.1(a)(i), assignall of which will be owned at the Closing free and clear of all leases, transfer and deliver to Purchaser on liens or other encumbrances (the "Closing DateFEE PROPERTIES") except for Permitted Liens;
(ii) all of Seller's interests as lessee in all real property and offices leased or subleased to Seller, including but not limited to the properties identified in SCHEDULE 1.1(a)(ii) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES");
(iii) all of Seller's rights, title and interest in and to the trade names, trademarks and service marks, and the goodwill, if any, associated therewith, to the extent transferable, whether or not the trade names, trademarks and service marks are the subject of registration or applications for registration, including but not limited to those marks and names described in SCHEDULE 1.1(a)(iii) (the "TRADEMARKS");
(iv) those Contracts (as hereinafter defined), exclusive of all leases of personal property, to which Seller is a party described in SCHEDULE 1.1(a)(iv) (collectively, the "ASSIGNED CONTRACTS");
(v) all of the issued and outstanding stock of Xxxxxx Vehicle Acquisition Corp. (the "SUB STOCK") which, as of the Closing Date, will own all of the vehicles (the "VEHICLES") described in SCHEDULE 1.1(a)(v);
(vi) all of Seller's rights as lessee in and to operating leases of vehicles, all of which are described in SCHEDULE 1.1(a)(vi) (the "VEHICLE OPERATING LEASES"), subject to the consents of lessors, if required; provided however, if the parties are not able to obtain the lessors' consents, Purchaser agrees shall prepay or refinance the amounts owing under the Vehicle Operating Leases and Seller shall take all such actions as may be necessary or appropriate to purchase from enable Purchaser to accomplish such prepayment or refinancing;
(vii) all of Seller's rights in and to operating leases of personal property other than vehicles, all of which are described in SCHEDULE 1.1(a)(vii) (the Company "EQUIPMENT LEASES"), subject to the consents of lessors, if required;
(viii) all office furniture, fixtures and equipment owned by Seller and all other equipment, parts, materials, supplies, furniture and fixtures owned by Seller including, without limitation, the equipment, furniture, fixtures, computers, servers, local area network systems, intranet systems, financial accounting equipment, and systems described on SCHEDULE 1.1(a)(viii) (collectively, the "EQUIPMENT");
(ix) all books, records, correspondence, files, plans and other documents and instruments of Seller, including customer information relating to the Business or to the Assets (collectively, the "RECORDS");
(x) all other intangible and tangible personal property, all technologies, methods, formulations, data bases, trade secrets, customer lists, know-how, inventions and other intellectual property used in the Business or under development, and owned, leased or licensed by Seller, all of which is described on SCHEDULE 1.1(a)(x) (collectively, the "PERSONAL PROPERTY");
(xi) all permits, authorizations, certificates, approvals, registrations, or other approvals and licenses granted by any federal, state, local or foreign court, arbitrator or administrative or Governmental Entity (as hereinafter defined) in connection with the Business, which are described on SCHEDULE 1.1(a)(xi) (collectively, the "PERMITS"); and
(xii) all motor fuel and inventory on hand on the Closing Date, including without limitation, all motor fuel, oil, lubricants, drilling mud and other items of tangible personal property of similar character (collectively, the "FUEL AND INVENTORY");
(xiii) all of Seller's customers' accounts receivable relating to the rights, title and interest of the Company Business in and to any and all assets owned by the Company existence on the Closing Date, other than the assets described in Section 1.1(bincluding but not limited to those listed on SCHEDULE 1.1(a)(xiii) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to excluding those collected as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date) (collectively, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company in all contracts, agreements, or other instruments relating to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames"ACCOUNTS RECEIVABLE"); and
(ixxiv) All all other intangibles of any kind property, either real or descriptionpersonal, wherever located not listed in this Section 1.1(a) or excluded by Section 1.1(b), that are carried on the books of the Company or which are is owned by the Company Seller or Seller Stockholder and utilized in is reasonably necessary to operate the operations of the Company's businessBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mobley Environmental Services Inc)
Included Assets. On Subject to the terms and subject to conditions hereof and in reliance upon the conditions set forth representations, warranties, covenants and agreements contained herein, at the Closing (as defined in this AgreementArticle 2 below), the Company Seller does hereby agrees to sell, assigntransfer, transfer convey and deliver to Purchaser on the "Closing Date" (as hereinafter defined)Purchaser, and Purchaser agrees to does hereby purchase and accept from the Company on the Closing DateSeller, all of the rightsassets described herein:
(1) all of Seller's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Seller's Dental Business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement;
(2) all of Seller's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Seller's Dental Business;
(3) all of Seller's computer hardware, cabling and peripherals, tools and supplies relating to the Seller's Dental Business to the extent of Seller's interest therein, except for the network communication equipment listed on Section 1.1(a)(iii) of the Disclosure Schedule;
(4) all of Seller's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Seller's Dental Business;
(5) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Seller's Dental Business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that Seller shall retain originals of the tax and accounting records of such business as heretofore conducted and Seller shall provide true and accurate copies of the same to Purchaser at the Closing;
(6) all rights of Seller under the contracts, agreements and powers of attorney relating to the Seller's Dental Business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(7) all of Seller's title and interest of the Company in and to any and all assets of the databases used in the Seller's Dental Business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Seller's Dental Business to the extent that software licenses are transferable and source code accessible; provided, however, that to the extent that the necessary licenses cannot be assigned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company Seller to Purchaser hereunder (and Purchaser continues to use such assets being hereinafter collectively referred software, Purchaser shall make such Software licensing arrangements as may be necessary to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, continue to use any Software on personal or mixed, tangible or intangible, and wherever situated, which are owned computers acquired by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the CompanyPurchaser pursuant to this Agreement;
(ii) All notes receivable, deposits and advances 8) all of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the CompanySeller's business, whether or not carried on the Company's books;
(v) All right, title and interest of in and to accounts receivable and payments for services rendered prior to the Company in all contracts, agreements, or other instruments Closing relating to the CompanySeller's businessDental Business (collectively, the "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes;
(9) all of Seller's right, title and interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Seller's Dental Business together with Seller's right, title and interest in all leasehold improvements;
(10) all of Seller's right, title and interest in and to the leased personal property relating to the Seller's Dental Business as described in Section 1.1(a)(x) of the Disclosure Schedule (including, without limitation, all contracts listed on Schedule 3.21 heretoof Seller's right, any purchase orders for machinery, equipment, inventory, supplies title and all other itemsinterest under capital leases), and including all sales contracts, broker agreements, leases of real and options to purchase leased personal property and licensesrelating to the Seller's Dental Business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule;
(vi11) All books all of Seller's right, title and recordsinterest in and to the non-professional goodwill and going concern value related to the Seller's Dental Business including, customer listsbut not limited to, customer credit informationthe exclusive right to use the name "Talbxxx Xxxtal Group" and all associated logos as all or part of a trade or corporate name or otherwise (for a maximum period of twelve (12) months following the Effective Date), technical data, sales literature, correspondence telephone numbers and computer printoutsany other intangible assets;
(vii12) All patentsall prepaid expenses, copyrights, know-how, technical documentation, trade secrets, trademarks advances and trade names (and all applications therefor) owned by deposits of Seller relating to the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenamesSeller's Dental Business; and
(ix) All other intangibles of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's business.
Appears in 1 contract
Included Assets. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, The Assets shall include all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company Seller in all contracts, agreements, or other instruments relating and to the Company's businessfollowing assets, including, without limitation, properties and rights as of the Closing Date (but excluding the Excluded Assets):
(a) all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licensesAccounts;
(vib) All books all Inventory and Obsolete Inventory;
(c) all prepaid expenses;
(d) all security deposits;
(e) all Fixed Assets, including the Fixed Assets set forth on Schedule 3.17 attached hereto;
(f) all rights of Seller under Contracts (such Contracts collectively, the “Assigned Contracts”), including the Contracts listed and described on Schedule 3.16 attached hereto;
(g) all Intellectual Property, including the Intellectual Property set forth on Schedule 3.11(a) attached hereto;
(h) all Intangible Assets, including the Intangible Assets set forth on Schedule 3.11(b) attached hereto;
(i) all rights of Seller under all Permits, including the Permits set forth on Schedule 3.20(a) attached hereto;
(j) all Certifications, including the Certifications set forth on Schedule 3.20(b) attached hereto;
(k) all of Seller’s documents, files, records, lists and correspondence, wherever located, and in whatever medium, whether hard copy, electronic or otherwise, including all of Seller’s purchase, marketing and sales records, customer and supplier records and lists, customer credit data, production records, pricing and cost information, technical datamanuals, sales literature, correspondence business and computer printouts;
(vii) All patents, copyrights, know-how, technical documentationmarketing plans and proposals, trade secrets, trademarks and trade names any confidential information (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 heretowhether such confidential information has been reduced to writing or is in electronic format or otherwise);
(viiil) All all of Seller’s rights and choses in action, including all rights under express or implied warranties from suppliers and vendors and all rights to receive insurance proceeds;
(m) all technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks ;
(n) all of Seller’s goodwill associated with the Business;
(o) all of Seller’s Books and tradenamesRecords; and
(ixp) All all other intangibles tangible and intangible assets, properties and rights of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's businessSeller.
Appears in 1 contract
Included Assets. On The Property to be purchased and sold shall consist of the terms following described assets of Seller related to and subject to in any way used in the conditions set forth in this Agreement, operation of the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on Property at the Property Locations ("Closing Date" Included Assets"):
(as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, a) all of Seller's merchandise inventory ("Inventory");
(b) all of Seller's leasehold improvements ("Leasehold Improvements");
(c) all of Seller's computer equipment but not including the rights, title GERS Data General computer ("Computer Equipment");
(d) all of Seller's office equipment ("Office Equipment");
(e) all of Seller's warehouse equipment ("Warehouse Equipment");
(f) all of Seller's vehicles ("Vehicles");
(g) all of Sellers prepaid expenses and interest of the Company in and to any and deposits ("Prepaid Expenses");
(h) all assets owned by the Company cash on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder hand (such assets being hereinafter collectively referred to as the "AssetsCash on Hand") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:each store location;
(i) All cash, cash equivalents, marketable securities, accounts receivable all sales written prior to Closing Date but to be delivered and prepaid expenses of the Companybooked after Closing Date ("Undelivered Sales");
(iij) All notes receivable, deposits copies of all business records ("Business Records") relating to the Included Assets as may be requested by Buyer: Both parties will cooperate to the fullest extent in sharing historical financial and advances other business records of the CompanyBusiness according to the needs of each party;
(iiik) All finished productscustomer lists, work-in-processgoodwill, raw materialsslogans, spare partslogos, stores and suppliestrademarks, and service marks, tradenames (including without limitation the tradename "Webexx'x" xxther alone or in combinations with one or more other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized words in connection with the operations retail home furnishings or furniture business) and computer software (excluding software for the GERS Date General computer) used or held for use in the operation of the CompanyBusiness and the covenant not to compete of Seller and the Shareholder described in Section 9.5 ("Intangible Assets"). Use of the name "Webexx" xx Shareholder, by Shareholder d/b/a Webexx Xxxperties, and by Seller in its corporate name as permitted pursuant to Section 9.5, is excluded. Rights to Seller's business, whether or not carried computer software shall be conveyed on the Company's booksa non-exclusive basis;
(vl) All right, title and interest all of Seller's rights in all of the Company in all contractsleases, agreements, or contracts and other instruments relating agreements to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned be assumed by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect Buyer pursuant to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenamesSection 4 hereof; and
(ixm) All other intangibles of all transferable licenses, permits, registrations and authorizations issued by any kind or description, wherever located , governmental authority that are carried on used in or necessary for the books lawful operation of the Company or which are owned Business as currently operated by the Company and utilized in the operations of the Company's businessSeller.
Appears in 1 contract
Included Assets. On The Property to be purchased and sold shall consist of the terms following described assets of Seller related to and subject to in any way used in the conditions set forth in this Agreement, operation of the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on Property at the Property Locations ("Closing Date" Included Assets"):
(as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, a) all of Seller's merchandise inventory ("Inventory");
(b) all of Seller's leasehold improvements ("Leasehold Improvements");
(c) all of Seller's computer equipment but not including the rights, title GERS Data General computer ("Computer Equipment");
(d) all of Seller's office equipment ("Office Equipment");
(e) all of Seller's warehouse equipment ("Warehouse Equipment");
(f) all of Seller's vehicles ("Vehicles");
(g) all of Sellers prepaid expenses and interest of the Company in and to any and deposits ("Prepaid Expenses");
(h) all assets owned by the Company cash on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder hand (such assets being hereinafter collectively referred to as the "AssetsCash on Hand") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:each store location;
(i) All cash, cash equivalents, marketable securities, accounts receivable all sales written prior to Closing Date but to be delivered and prepaid expenses of the Companybooked after Closing Date ("Undelivered Sales");
(iij) All notes receivable, deposits copies of all business records ("Business Records") relating to the Included Assets as may be requested by Buyer: Both parties will cooperate to the fullest extent in sharing historical financial and advances other business records of the CompanyBusiness according to the needs of each party;
(iiik) All finished productscustomer lists, work-in-processgoodwill, raw materialsslogans, spare partslogos, stores and suppliestrademarks, and service marks, tradenames (including without limitation the tradename "Webexx'x" xxther alone or in combinations with one or more other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized words in connection with the operations retail home furnishings or furniture business) and computer software (excluding software for the GERs Date General computer) used or held for use in the operation of the CompanyBusiness and the covenant not to compete of Seller and the Shareholder described in Section 9.5 ("Intangible Assets"). Use of the name "Webexx" xx Shareholder, by Shareholder d/b/a Webexx Xxxperties, and by Seller in its corporate name as permitted pursuant to Section 9.5, is excluded. Rights to Seller's business, whether or not carried computer software shall be conveyed on the Company's booksa non-exclusive basis;
(vl) All right, title and interest all of Seller's rights in all of the Company in all contractsleases, agreements, or contracts and other instruments relating agreements to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned be assumed by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect Buyer pursuant to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenamesSection 4 hereof; and
(ixm) All other intangibles of all transferable licenses, permits, registrations and authorizations issued by any kind or description, wherever located , governmental authority that are carried on used in or necessary for the books lawful operation of the Company or which are owned Business as currently operated by the Company and utilized in the operations of the Company's businessSeller.
Appears in 1 contract
Included Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, the Company hereby Purchaser agrees to purchase, accept and acquire from Seller, and Seller agrees to sell, transfer, assign, transfer convey and deliver to Purchaser on Purchaser, at the "Closing Date" (as hereinafter defineddefined in Section 3.1 below), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rightsright, title and interest of the Company in and to any and all assets owned by of the Company on the Closing Dateassets, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or and mixed, tangible or intangible, used directly or indirectly in or otherwise relating to the Business as owned or held by Seller, except as expressly excluded by Section 1.4 below. Subject to the express exclusion and wherever situatedqualification in Section 1.4, which the foregoing rights and assets to be transferred to Purchaser under this Agreement are owned by collectively referred to in this Agreement as the Company on “Assets.” As used in this Agreement, the Closing “Determination Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses ” means the date of this Agreement or if another date is specifically identified in a schedule as the Determination Date for purposes of the Company;
(ii) All notes receivableAssets described in that schedule, deposits and advances such other specified date. Without in any way limiting the generality of the Company;
(iii) All finished productsforegoing, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property the Assets shall include all of the Company of every kind utilized in connection with the operations of the CompanySeller's business, whether or not carried on the Company's books;
(v) All right, title and interest in and to the following Assets, wherever located:
1.1.1 All of the Company Seller's service, license, marketing and other similar agreements and sales contracts used directly or indirectly in all contracts, agreements, or other instruments otherwise relating to the Company's business, Business (the “License Agreements”) including, without limitation, the License Agreements disclosed in Schedule 1.1.1;
1.1.2 All of Seller's fixed assets, goods, equipment and other property used directly or indirectly in or otherwise relating to the Business (the “Equipment”), including the Equipment disclosed in Schedule 1.1.2 (but excluding the Vehicles as defined below);
1.1.3 All inventories of Seller and all contracts listed on unused or reusable materials, work in process, damaged or unfinished goods and supplies, in each case to the extent used directly or indirectly in or otherwise relating to the Business (the “Inventory”), including the Inventory disclosed in Schedule 3.21 hereto1.1.3;
1.1.4 All computer software, any purchase orders for machinery, equipment, inventory, supplies databases and all other itemsIntellectual Property, whether owned or licensed, used directly or indirectly in or otherwise relating primarily to the Business, including the Intellectual Property disclosed in Schedule 1.1.4 (for purposes of this Agreement, “Intellectual Property” means all of the following owned by or issued or licensed to or by Seller and used or held for use in connection with the Business: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (b) all trademarks, service marks, trade dress, logotypes, trade names, URL domain names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all sales contractsapplications, broker agreementsregistrations and renewals in connection therewith; (c) all copyrightable works (including all software and all other computer software, leases of real and personal property and licenses;
(vi) All books and recordsincluding source code), customer lists, customer credit information, technical data, sales literaturedatabases, correspondence data collections and computer printouts;
(vii) All patents, copyrights, know-how, technical related documentation, trade secrets, trademarks and trade names (all copyrights and all applications thereforapplications, registrations and renewals in connection therewith; and (d) owned by the Companyall Trade Secrets and Confidential Information of Seller, including, without limitation, those set forth on Schedule 3.20 heretoas such terms are defined in Section 10.17.2);
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and
(ix) All other intangibles of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Goldleaf Financial Solutions Inc.)
Included Assets. On Subject to the terms and subject to conditions hereof and in reliance upon the conditions set forth representations, warranties, covenants and agreements contained herein, at the Closing (as defined in this AgreementArticle 2 below), the Company does hereby agrees to sell, assigntransfer, transfer convey and deliver to Purchaser on the "Closing Date" (as hereinafter defined)Purchaser, and Purchaser agrees to does hereby purchase and accept from the Company on the Closing DateCompany, all of the rightsassets described herein:
(i) all of the Company's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Company dental business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement;
(ii) all of the Company's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs 2 and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Company dental business;
(iii) all of the Company's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business to the extent of the Company's interest therein;
(iv) all of the Company's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental business;
(v) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company shall provide true and accurate copies of the same to Purchaser at the Closing;
(vi) all rights of the Company under the contracts, agreements and powers of attorney relating to the Company dental business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(vii) all of the Company's title and interest of the Company in and to any and all assets owned by of the databases used in the Company on dental business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Company dental business;
(viii) all of the Company's right, title and interest in accounts receivable and payments for services rendered prior to the Closing Daterelating to the Company dental business (collectively, other than the assets "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes;
(ix) all of the Company's right, title interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Company dental business together with the Company's right, title and interest in all leasehold improvements;
(x) all of the Company's right, title and interest to the leased personal property as described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof1.1(a)(x) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall includeDisclosure Schedule (including, without limitation:, all of the Company's right, title and interest under capital leases), and including all options to purchase leased personal property relating to the Company dental business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule;
(ixi) All cashall of the Company's right, cash equivalentstitle and interest in and to the non-professional goodwill and going concern value related to the Company dental business including, marketable securitiesbut 3 not limited to, accounts receivable the exclusive right to use the name "Press Family Dental" in the San Antonio area and all associated logos as all or part of a trade or corporate name or otherwise, telephone numbers and any other intangible assets;
(xii) all prepaid expenses expenses, advances and deposits of the Company;
(iixiii) All notes receivable, deposits cash and advances cash equivalents in the aggregate amount of $135,000.00 (the Company;"Required Cash Amount"); and
(iiixiv) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations all of the Company's businessother assets and property rights of every kind and nature, whether tangible or not carried on the Company's books;
(v) All rightintangible, title and interest of the Company in all contractsowned or leased, agreements, or other instruments relating to the Company's Company dental business, including, including without limitation, limitation all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and
(ix) All other intangibles of any kind or description, wherever located , that are carried assets shown on the books Base Balance Sheet (as defined in Section 4.6(a)), other than any such assets disposed of the Company or which are owned by the Company and utilized in the operations ordinary course of the Company's businessbusiness and in a manner consistent with the terms of this Agreement since the date of the Base Balance Sheet and also not including the Excluded Assets (as defined below). The assets, property and business to be acquired by Purchaser under this Agreement, subject to Section 1.1(b), are hereinafter referred to collectively as the "Acquired Assets."
Appears in 1 contract
Included Assets. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, The Assets shall include all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company Seller in all contracts, agreements, or other instruments relating and to the Company's businessfollowing assets, including, without limitation, properties and rights as of the Closing Date (but excluding the Excluded Assets):
(a) all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licensesAccounts;
(vib) All books all Inventory;
(c) all prepaid expenses;
(d) all Fixed Assets, including the Fixed Assets set forth on Schedule 3.17(b) attached hereto;
(e) all rights of Seller under Contracts, including the Contracts listed and described on Schedule 3.16 attached hereto;
(f) all Intellectual Property, including the Intellectual Property set forth on Schedule 3.11 attached hereto;
(g) all Intangible Assets, including the Intangible Assets set forth on Schedule 3.11(h) attached hereto;
(h) all rights of Seller under all Permits, including the Permits set forth on Schedule 3.20(a) attached hereto;
(i) all Certifications, including the Certifications set forth on Schedule 3.20(b) attached hereto;
(j) all of Seller's purchase, marketing and sales records, supplier records, lists and other documents, files, manuals and records, correspondence, customer and supplier lists, customer credit data, production records, pricing and cost information, technical data, sales literature, correspondence business and computer printouts;
(vii) All patents, copyrights, know-how, technical documentationmarketing plans and proposals, trade secrets, trademarks and trade names (and all applications therefor) owned by the Companyany confidential information which has been reduced to writing or in electronic storage, including, without limitation, those set forth on Schedule 3.20 heretowherever located;
(viiik) All all of Seller's rights and choses in action, including all rights under express or implied warranties from suppliers and vendors and all rights to receive insurance proceeds;
(l) all technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks ;
(m) all of Seller's goodwill associated with the Business;
(n) all Books and tradenamesRecords;
(o) all security deposits of Seller; and
(ixp) All except to the extent constituting Excluded Assets, all other intangibles tangible and intangible assets, properties and rights of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's businessSeller.
Appears in 1 contract
Included Assets. On The Assets shall include the terms following assets, --------------- properties and subject to rights of Seller used directly or indirectly in the conditions conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(bArticle 2(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable The Seller's processing and prepaid expenses of the Company;service agreements and sales contracts listed on Schedule 2(a); -------------
(ii) All notes receivable, deposits Customer lists; technical bulletins; product literature; regulatory records; quality control test methods; all records relating to products and advances customers since inception; all files relating to contact with customers; all records related to or used in connection with the operation or ownership of the Company;Assets by Seller including, without limitation, copies of records and data maintained on Seller's computer system; all rights or choses in action related to the Assets and arising out of occurrences before or after the date hereof, including without limitation all rights under express or implied warranties relating to the Assets; all other transferable rights of Seller in and to intangible assets used or held for use in the Business, including goodwill; and all information, files, records, data, plans, contracts and recorded knowledge related to the foregoing.
(iii) All finished productsSeller's accounts receivable, work-in-processfixed assets, raw materials, spare parts, stores and supplies, equipment and other inventory items;property identified on Schedule 2(a) hereto (the "equipment"); -------------
(iv) All machineryrights under any patent, equipmenttrademark, business machinesservice xxxx, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's businesstrade name or copyright, whether registered or not carried on the Company's books;
(v) All right, title and interest of the Company in all contracts, agreements, or other instruments relating to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other itemsunregistered, and any applications therefor; all sales contractstechnologies, broker agreementsmethods, leases of real and personal property and licenses;
(vi) All books and recordsformulations, customer listsdata bases, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrightstrade secrets, know-how, technical documentation, trade secrets, trademarks inventions and trade names other intellectual property used in the Business or under development; all computer software (including documentation and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks related object and tradenamessource codes); and
(ixv) All other intangibles of any kind or description, wherever located , Any payments that are carried on the books ever received by Seller or Shareholder from any of the Company parties listed on Schedule 2(a), Schedule 2(c), Schedule 2(d) or which are owned by ------------- ------------- ------------- Schedule 2(e) pursuant to the Company and utilized in contracts listed on Schedule 2(a), Schedule ------------- ------------- -------- 2(c), Schedule 2(d) or Schedule 2(e) (collectively, the operations of the Company's business."Late Payments") ---- ------------- -------------
Appears in 1 contract
Included Assets. On The Assets of the terms and subject Business to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver be sold to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation, the following assets, properties and rights of Seller as of the date hereof:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iva) All machinery, equipment, business machines, vehicles, furniture, fixturesfixture, leasehold and building improvements and other tangible or intangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried Seller including that listed on the Company's booksSchedule 1.2(a) hereto;
(vb) All right, title and interest of the Company Seller in all contracts, agreements, or agreements and other instruments relating to the Company's business, including, without limitation, all contracts including those listed on Schedule 3.21 1.2(b) hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vic) All books right, title and recordsinterest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto;
(d) All business licenses and permits of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereof;
(e) All customer lists, customer credit information, technical datasales records, sales literaturedatabase information, invoice files and correspondence and computer printoutsfiles of Seller used in or relating to the Business;
(viif) All patentsright, copyrightstitle and interest of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) hereto;
(g) All prepaid expenses of Seller related to the Business; and
(h) All accounts receivable, know-hownotes receivable, technical documentationdeposits and advances of Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, trade secretscontrolled by or under common control with (hereinafter, trademarks and trade names an "Affiliate"), the Purchaser (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
ITC, ITG and Intelco Europe (viii) All other rights as such terms are defined below)), even if such accounts receivable relate to the provision by Seller of products or services prior to the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and
(ix) All other intangibles of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's businessdate hereof.
Appears in 1 contract
Included Assets. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, The Assets shall include all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the Company;
(ii) All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company Seller in all contracts, agreements, or other instruments relating and to the Company's businessfollowing assets, includingproperties and rights as of the Closing Date (but excluding the Excluded Assets):
(a) all cash and cash equivalents (only to the extent required to satisfy the requirements of Section 2.3.2.3);
(b) all Accounts;
(c) all Inventory;
(d) all prepaid expenses and other current assets;
(e) all security deposits, without limitationincluding the security deposits set forth on Schedule 2.1.1(e) attached hereto;
(f) all Fixed Assets, including the Fixed Assets set forth on Schedule 3.16(b) attached hereto;
(g) all contracts rights of Seller under Contracts including the Assumed Lease and the Contracts listed on Schedule 3.21 hereto3.15 attached hereto (the “Purchased Contracts”); for avoidance of doubt, the Purchased Contracts do not include any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licensesRetained Contracts;
(vih) All books all Intellectual Property, including the Intellectual Property set forth on Schedule 3.11(a) attached hereto;
(i) all Intangible Assets including the Intangible Assets set forth on Schedule 3.11(b) attached hereto;
(j) to the extent transferable, all rights of Seller under all Permits, including the Permits set forth on Schedule 3.19(a) attached hereto;
(k) all Certifications, including the Certifications set forth on Schedule 3.19(b) attached hereto, to the extent transferable;
(l) all of Seller’s purchase, marketing and sales records, supplier records, lists and other documents, files, manuals and records, correspondence, customer and supplier lists, customer credit data, production records, pricing and cost information, technical data, sales literature, correspondence business and computer printouts;
(vii) All patents, copyrights, know-how, technical documentationmarketing plans and proposals, trade secrets, trademarks and trade names (and all applications therefor) owned by the Companyany confidential information which has been reduced to writing or in electronic storage, including, without limitation, those set forth on Schedule 3.20 heretowherever located;
(viiim) All other all of Seller’s rights of and choses in action, including all rights under express or implied warranties from suppliers and vendors and all rights to receive insurance proceeds, except to the Company with respect extent relating to any patentsExcluded Asset or Retained Liability;
(n) all of Seller’s goodwill associated with the Business;
(o) all Books and Records;
(p) all technical information, copyrightsdata, specifications, research and development information, engineering drawings, operating and maintenance manuals and other know-how, technical documentation, trade secrets, trademarks how related to the Assets described in Sections 2.1.1(a)-(o) and tradenames2.1.1(q); and
(ixq) All except to the extent constituting Excluded Assets, all other intangibles tangible and intangible assets, properties and rights of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's businessSeller.
Appears in 1 contract
Included Assets. On the terms The Assets shall include each and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rightsfollowing assets, title properties and interest rights as of the Company in and to any and Effective Date (but excluding the Excluded Assets):
(a) all assets owned by Accounts, including the Company Accounts set forth on Schedule 1.1 attached hereto;
(b) all Inventory (including the Inventory set forth on the Closing DateInventory Schedule (attached hereto) and Obsolete Inventory;
(c) all prepaid expenses;
(d) all security deposits;
(e) all Fixed Assets, other than including the assets described in Section 1.1(bFixed Assets, listed on a per company basis with respect to each Seller (treating each Seller separately), set forth on Schedule 3.17(b) hereof. The assets being transferred by the Company to Purchaser hereunder attached hereto;
(f) all rights under Contracts (such assets being hereinafter collectively referred to as Contracts collectively, the "“Assigned Contracts”), including the Contracts listed and described on Schedule 3.16 attached hereto;
(g) all Intellectual Property, including the Intellectual Property set forth on Schedule 3.11(a) attached hereto;
(h) all Intangible Assets", including the Intangible Assets set forth on Schedule 3.11(b) shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:attached hereto;
(i) All cashall rights under all Permits, cash equivalents, marketable securities, accounts receivable and prepaid expenses of including the CompanyPermits set forth on Schedule 3.20(a) attached hereto;
(iij) All notes receivable, deposits and advances of the Company[intentionally omitted];
(iiik) All finished productsall documents, work-in-processfiles, raw materialsrecords, spare partslists and correspondence, stores and supplieswherever located, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's businesswhatever medium, whether hard copy, electronic or not carried on the Company's books;
(v) All rightotherwise, title including all purchase, marketing and interest of the Company in all contracts, agreements, or other instruments relating to the Company's business, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer and supplier records and lists, customer credit data, production records, pricing and cost information, technical datamanuals, sales literature, correspondence business and computer printouts;
(vii) All patents, copyrights, know-how, technical documentationmarketing plans and proposals, trade secrets, trademarks and trade names any confidential information (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 heretowhether such confidential information has been reduced to writing or is in electronic format or otherwise);
(viiil) All all rights and choses in action, including all rights under express or implied warranties from suppliers and vendors and all rights to receive insurance proceeds;
(m) all technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks ;
(n) all goodwill associated with the Business;
(o) all Books and tradenamesRecords; and
(ixp) All all other intangibles tangible and intangible assets, properties and rights of any kind each Seller or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized used in the operations of the Company's businessBusiness.
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Included Assets. On the terms and subject to the conditions Except as otherwise expressly set forth in this AgreementSection 1.3 hereof, the Company hereby agrees to sell, assign, transfer and deliver to Purchaser on the "Closing Date" (as hereinafter defined), and Purchaser agrees to purchase from the Company on the Closing Date, all of the rights, title and interest of the Company in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and Assets shall include, without limitation:, the following assets, properties and rights of Seller as of the Closing Date (as hereinafter defined):
(ia) All cashall accounts receivable, cash equivalents, marketable securities, accounts notes receivable and related instruments, prepaid expenses expenses, deposits, sureties, advances, and credits of the CompanyBusiness;
(iib) All notes receivableall inventories, deposits and advances of the Company;
(iii) All including finished products, work-in-process, raw materials, spare parts, replacement parts, component parts, stores and supplies, office supplies and other inventory itemsitems of the Business including, without limitation, such inventory (i) located on the Seller Real Property (as hereinafter defined), and (ii) located in the warehouse facility owned by Seller in Maplesville, Alabama (the "Maplesville Facility") (collectively, the "Inventory");
(ivc) All all apparatus, machinery, equipment, business machines, computers, vehicles, furniture, fixtures, leasehold and building improvements tools, dies, molds, parts, rolling stock, and other tangible personal property of the Company of every kind utilized in connection Business (together with the operations of Inventory, collectively, the Company's business, whether or not carried on the Company's books"Tangible Personal Property");
(vd) All unless not assigned pursuant to Section 2.7(b), all right, title and interest of Seller in (i) the Company Material Contracts (as hereinafter defined) of Seller identified on Schedule 1.2(d) and (ii) all contracts (other than Material Contracts, whether written or oral) of the Business in all contracts, agreements, or other instruments relating to the Company's businessordinary course, including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other itemsorders, and all sales contractscontracts with customers and suppliers (collectively, broker agreements, leases of real and personal property and licensesthe "Assumed Contracts");
(vie) All books all real property identified as "Fee Parcels" on Schedule 1.2(e) (the "Fee Parcels") and recordsSeller Sub I's leasehold estate in the real property located in Demopolis, customer listsAlabama and identified as "Leasehold Parcels" on Schedule 1.2(e) (the "IDB Leasehold Parcel") pursuant to the applicable leases described on Schedule 1.2(e) (the "IDB Leases") and the other "Leasehold Parcels" described on Schedule 1.2(e) (together with the IDB Leasehold Parcel, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company"Leasehold Parcels"), including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All all easements and other rights of appurtenant to the Company with respect to any patentsFee Parcels and the Leasehold Parcels, copyrightsand including, know-howwithout limitation, technical documentationall buildings, trade secretsstructures, trademarks fixtures and tradenames; and
(ix) All other intangibles of any kind or description, wherever improvements located , that are carried on the books of Fee Parcels and the Company or which are owned by Leasehold Parcels, but expressly excluding the Company "Excluded Mill Property" as defined in Section 5.20 (collectively, the Fee Parcels, the Leasehold Parcels and utilized in such improvements (but excluding the operations of Excluded Mill Property), the Company's business."Seller Real Property");
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