Included Assets. The Assets shall include, without limitation, the following assets, properties and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated by or constituting, the Business but shall not include the Excluded Assets: (a) all of the real property leases held by CHE or Seller (including all rights under lease) and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating thereto, including, without limitation, all security deposits, utility deposits and any other deposits (the "Leased Property"). (b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser. (c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located at the Premises or relating to the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurant; (d) all food and beverages, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories (together, the "Inventory") and all office and other supplies relating to the Business; (e) all rights of Seller under any written or oral contract, agreement, lease (other than the Leases), instrument, license agreement or other agreement relating to the Business (including, without limitation, the Material Contracts) (together with the Leases, hereinafter the "Assigned Contracts"). A list of all Assigned Contracts, excluding the Leases, are set forth on Schedule 1.1.1(e) ; (f) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits"); (g) all rights of Seller and CHE under any trademark, service xxxx, trade dress, trade name, copyright or slogan relating to the Business, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) hereto; (h) all technologies, methods, data bases, trade secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used in the Business or under development for use in the Business; (i) all computer hardware, software (including documentation and related object and source codes), software licenses and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) hereto; (j) all of Seller's or CHE's books, records, papers and instruments of whatever nature and wherever located that relate to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints, specifications, plats, maps, surveys, building and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records. (k) all rights or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Assets; (l) all information, files, records, data, plans and recorded knowledge related to the foregoing; (m) all telephone numbers and telephone listings of Seller; (n) all cash on hand in the Seller's restaurants on the Closing Date; (o) all goodwill of the Business; and (p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., located in the corporate offices, warehouses, or otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f).
Appears in 1 contract
Samples: Asset Purchase Agreement (Chart House Enterprises Inc)
Included Assets. The Included Assets do not include any Excluded Assets but otherwise shall includeinclude all of Seller's respective right, title and interest in and to all of the assets, properties and rights of Seller constituting the Business or used therein, of every kind and description, real, personal and mixed, tangible and intangible, wherever situated (which Business, assets, properties and rights, together with the names and goodwill contributed pursuant to Section 1.1 hereof are herein sometimes collectively called the "Assets"), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (except for Permitted Liens as defined in subsection 3.1.12 hereof), including without limitation, the following assets, properties and rights of Seller (and, as applicable, CHE) used directly or indirectly in the conduct of, or generated by or constituting, the Business but shall not include the Excluded AssetsBusiness, except as otherwise expressly set forth in subsection 1.4 hereof:
(a) all of the real property leases held by CHE or Seller (including all rights under lease) and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating thereto, including, without limitation, all security deposits, utility deposits and any other deposits (the "Leased Property").as a going concern;
(b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Property, name "ANCHA ELECTRONICS" including any variation thereon and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.goodwill associated therewith;
(c) all appliancescash and cash equivalents in transit, kitchen equipmenton hand or in bank accounts;
(d) all machinery, office equipment and other equipment, tools, spare parts, signage, decor itemsvehicles, furniture, furnishings, leasehold improvements, dinnerwaregoods, glassware, flatware, linens and other tangible personal property located at the Premises or relating to the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurant;
(d) all food and beveragesincluding, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories (togetherwithout limitation, the "Inventory"assets listed on Schedule 1.3(d) and all office and other supplies relating to the Businesshereof;
(e) all prepaid items, utility and similar deposits, insurance return premiums, if any, unbilled costs and fees;
(f) all office and other supplies and inventories;
(g) all rights of Seller under any written or oral contract, agreement, lease (other than the Leases)lease, plan, instrument, license agreement registration, license, certificate of occupancy, permit or approval of any nature, or other agreement relating to the Business (includingdocument, without limitationcommitment, the Material Contracts) (together with the Leasesarrangement, hereinafter the "Assigned Contracts"). A list of all Assigned Contractsundertaking, excluding the Leases, are set forth on Schedule 1.1.1(e) practice or authorization;
(f) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits");
(gh) all rights of Seller and CHE under any patent, trademark, service xxxx, trade dress, trade name, copyright name or slogan relating to the Businesscopyright, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) heretotherefor;
(hi) all technologies, methods, formulations, data bases, trade secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions inventions and other intellectual property used in the Business or under development for use in the Business;
(i) all computer hardwaredevelopment, software (including documentation and related object and source codes), software licenses and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) heretoif any;
(j) all of Seller's or CHE's books, records, papers and instruments of whatever nature and wherever located that relate to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints, specifications, plats, maps, surveys, building and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.
(k) all rights or choses in actionaction arising out of occurrences before or after the Closing, including, including without limitation all rights under express or implied warranties, representations and guaranties warranties relating to the Assets;
(k) all assets and properties reflected on the Closing Date Balance Sheet (as defined in Section 3.5);
(l) all inventory reflected on the Inventory Schedule attached as Schedule 1.3(l) hereto excluding any inventory which has been sold before the Closing in the ordinary course of business; and
(m) all information, files, records, data, plans plans, contracts and recorded knowledge knowledge, including customer and supplier lists, related to the foregoing;
(m) all telephone numbers and telephone listings of Seller;
(n) all cash on hand in the Seller's restaurants on the Closing Date;
(o) all goodwill of the Business; and
(p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., located in the corporate offices, warehouses, or otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f).
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Included Assets. The Assets Under the terms and conditions set forth in this Agreement, and based upon the representations and warranties of Seller on the Closing Date (as defined in Section 3.1), Seller shall includesell, without limitationassign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the following assets, properties property, leases, contracts and other rights of Seller (and, as applicable, CHE) used in collectively the conduct of, or generated by or constituting, the Business but shall not include the Excluded "Assets:"):
(a) all All real property owned or leased by Seller or any affiliated entity used or related to the operation of the real property leases held by CHE Facility or Seller (including all rights under lease) and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating theretoAssets, including, without limitation, the real property and fixtures, Facility and other improvements on the real property described on Schedule 1.1(a)(1) and all security deposits, utility deposits easements and any other deposits rights of way (collectively the "Leased Property"), which shall be conveyed to Buyer subject to no liens, claims, encumbrances, easements or restrictions, except for (i) easements for public utilities or to provide service to the Facility and (ii) the permitted exceptions listed on Schedule 1.1(a)(2) (collectively the "Permitted Exceptions").
(b) All tangible personal property used in the operation of the Facility, other than the leased personal property covered by Section 1.1(e) below, including all tenementsof Seller's furniture, hereditamentsfixtures, easementsmachinery, rights-of-wayvehicles, rightsoffice furnishings and equipment, licensesand construction in process, patentsif any (collectively the "Personality") used in the operation of the Facility, rights whether or not carried on the books of ingress Seller, all of which, except for individual items the original cost of which is less than $1,000, are set forth in Schedule 1.1(b)
(1). The Personality shall be conveyed free and egressclear of any and all claims, reversionary liens, encumbrances, security interests, privileges capital lease obligations, and appurtenances belongingrestrictions except for those shown on Schedule 1.1(b)(2).
(c) The inventories of supplies, pertaining drugs, food and other disposables and consumables which are owned by Seller and on hand at the Facility on the Closing Date (the "Inventory"). The Inventory shall be conveyed free and clear of any and all claims, liens, encumbrances, and security interests except those set forth in Schedule 1.1(c).
(d) All security deposits and rentals of Seller, together with all interest, late charges, penalties, collection fees and other sums that are or may become due and payable with respect thereto.
(e) All resident records, employment records, staff roster and files, prepaid assets (except for insurance), chooses in action, financial records, proprietary materials, programs, manuals, promotional materials and other tangible and intangible property owned by Seller relating to the Leased PropertyAssets, any and all rights of Seller in and to (i) any leases for real or personal property, equipment, furnishings or furniture (collectively the present or future use of wastewater"Leases") listed on Schedule 1.1(e), wastewater capacity, drainage, water or other utility facilities (ii) Contracts (as hereinafter defined in Section 4.18) relating to the Leased PropertyAssets listed on Schedule 1.1(e), including, without limitation, all reservations of (iii) Licenses and Permits (as hereinafter defined in Section 4.11) used or commitments held or letters covering any such use used in the futureoperation of the Assets as set forth on Schedule 4.11 (to the extent legally possible) and (iv) express or implied warranties from the suppliers of Seller with respect to the Assets, whether now owned or hereafter acquiredin each case to the extent which transfer is permitted by law. Such items shall be conveyed free and clear of all claims, liens and encumbrances, subject to the entire rights of others under the applicable documents disclosed on Schedule 1.1(e).
(f) All of Seller's right, title and interest of Seller, if any, in, to in and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase trade name "Mt. Royal Pines", or otherwise acquire real property that is adjacent to or nearby the Leased Propertyvariations thereof, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.
(c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located trade names used exclusively at the Premises or relating to the Business or the Assets or Facility, each of which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurant;
(d) all food and beverages, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories (together, the "Inventory") and all office and other supplies relating to the Business;
(e) all rights of Seller under any written or oral contract, agreement, lease (other than the Leases), instrument, license agreement or other agreement relating to the Business (including, without limitation, the Material Contracts) (together with the Leases, hereinafter the "Assigned Contracts"). A list of all Assigned Contracts, excluding the Leases, are set forth on in Schedule 1.1.1(e) ;
(f) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits"1.1(f);.
(g) all rights of Seller and CHE under any trademark, service xxxx, trade dress, trade name, copyright or slogan relating to the Business, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) hereto;
(h) all technologies, methods, data bases, trade secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used in the Business or under development for use in the Business;
(i) all computer hardware, software (including documentation and related object and source codes), software licenses and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) hereto;
(j) all All of Seller's right, title and interest in and to construction plans, permits, designs or CHE's books, records, papers and instruments of whatever nature and wherever located that relate to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints, specifications, plats, maps, surveys, building and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.
(k) all rights or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Assets;
(l) all information, files, records, data, plans and recorded knowledge drawings related to the foregoing;
(m) all telephone numbers Facility licenses and telephone listings of Seller;
(n) all cash on hand in the Seller's restaurants on the Closing Date;
(o) all goodwill of the Business; and
(p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etcpermits from State., located in the corporate offices, warehouses, or otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f).
Appears in 1 contract
Samples: Sale Agreement (Balanced Care Corp)
Included Assets. The Assets shall includeinclude any and all property, without limitation, the following assets, properties asset or rights thereto of Sellers and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated Xxxxxx’x required by or constituting, Sellers and/or Xxxxxx’x to operate the Business but shall or the Assets, of every type and description, tangible and intangible, whether or not include reflected on the books and records of Sellers or Xxxxxx’x, made a part hereof, and located as described on Exhibit A (or used by the Transferred Employees), excepting such assets identified as “Excluded Assets” in Section 1.1.1 (b) hereof, and including, but not limited to, any of the following:
(ai) all of the Sellers’ right, title and interest in all leases, subleases, real property leases held by CHE or Seller (including all rights under lease) estate licenses, concessions and used in the operation or conduct of the Business other agreements which are identified on Exhibit A-1 hereto (as amended, the "“Leases"”), pursuant to which Sellers hold a leasehold or subleasehold estate in, or are granted the right to use or occupy, any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in, or otherwise related to, the Business, together with all leasehold buildings, structures, improvements owned by CHE or Seller that are and fixtures located in or on such leasehold interestsLeasehold interests which are owned by Sellers or Xxxxxx’x, regardless of whether title to such buildings, structures, improvements or fixtures are subject to reversion to the Leases relating theretolandlord or other third party upon the expiration or termination of the Lease for such leasehold interests (“Leasehold Improvements”), including, without limitation, limitation all rights in and to any security deposits, utility deposits and any other deposits (the "“Leased Property"”) and all land, owned by Sellers and used or intended to be used in, or otherwise related to, the Business, which are separately identified on Exhibit A-1 hereto, together with all buildings, structures and fixtures located thereon and other improvements owned by Sellers that are located in or on such properties (collectively, the “Fee Property”) (the Leased Property and the Fee Property are sometimes collectively referred to as the “Real Property”).;
(bii) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Real Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Real Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of SellerSellers, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Real Property, and all claims or demands whatsoever of CHE Xxxxxx’x or SellerSellers, either in law or in equity, with respect to the Leased Real Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller Sellers or CHE or any subsidiary of either Xxxxxx’x owns and has the right to convey the same to Purchaser.Purchaser (the “Appurtenant Rights”);
(ciii) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, fixtures, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located at the Premises or and relating to or used in connection with the operation of the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurantAssets;
(div) all food and beverages, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories supplies (together, the "“Inventory"”) and all office and other supplies relating to located at the BusinessPremises;
(ev) all rights rights, title and interest of Seller Sellers or Xxxxxx’x under any written or oral contractContracts entered into by Sellers or Xxxxxx’x, agreementtheir Affiliates or assigns, lease (other than in connection with the Leases), instrument, license agreement or other agreement relating to operation of the Business (including, without limitation, the Material Contractsas listed on Schedule l.l.l(a)(v) (together with the Leases, hereinafter the "“Assigned Contracts"”). A list of all Assigned Contracts, excluding the Leases, are set forth on Schedule 1.1.1(e) ;
(fvi) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE Xxxxxx’x or Seller or any of its subsidiaries their Subsidiaries relating to the Business or the Assets ("“Permits"”);
(gvii) all rights of Seller and CHE Xxxxxx’x or Sellers in, to or under any trademark, service xxxx, trade dress, trade name, copyright corporate name, copyright, Internet domain name, logo or slogan relating to (collectively, “Marks”) used solely in connection with the Businessoperation of the Business or the Assets, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any registrations or applications therefor for registration thereof and all goodwill of the Business associated therewith, including, without limitation, those items set forth on Schedule 1.1.1(gl.l.1(a)(vii) hereto;hereto and the name “Joe’s Crab Shack” and any variations thereof. To the extent Xxxxxx’x or any of its Affiliates own any such Marks which are or have been used or held for use by the Business and restaurant concepts other than Joe’s Crab Shack (the “Joint Use Marks”), Xxxxxx’x shall enter into the Joint Use Agreement providing for Purchaser’s use of such Marks. Schedule 1.1.1 (a)(vii) sets forth the Joint Use Marks. Such Joint Use Agreement shall also provide for Purchaser’s use of all Joint Advertising Material as set forth on such Schedule l.l.l(a)(vii):
(hviii) all right, title and interest of Xxxxxx’x or any Sellers in, to or under any technologies, methods, data bases, trade trades secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets recipes and mixing instructions instructions, customer and supplier lists, and any other intellectual property relating to or used in connection with the operation of the Business or under development for use in the BusinessAssets at the Premises (including all Joe’s Intellectual Property Rights), and all patents, patent applications, registrations and applications relating thereto;
(iix) all computer hardware, software (including documentation and related object and source codes)software, software licenses and peripherals of CHE Xxxxxx’x or any Seller relating to or used in connection with the operation of the Business and or the Assets at the Premises, including, without limitation, such items listed on Schedule 1.1.1(i1.1.1(a)(ix) hereto;
(jx) all of Seller's Sellers’ or CHE's Xxxxxx’x books, records, papers and instruments of whatever nature and wherever located that relate to the operation of the Business or any of the Assets or which that are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints, specifications, plats, maps, surveys, building and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, menus, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.;
(kxi) all rights or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Business or the Assets;
(l) all information, files, records, data, plans and recorded knowledge related to the foregoing;
(mxii) all telephone numbers and telephone listings of SellerSellers;
(nxiii) all cash on hand in house banks located at the Seller's restaurants Premises on the Closing DateDate (which in no event shall be less than an aggregate of $300,000) and all armored car service and everything else used in connection with current cash collection practices at the Premises (other than deposits, bank accounts or lock boxes);
(oxiv) all goodwill of the Business; and;
(pxv) all assets, artwork, advertising materialand marketing materials, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., and pictures located in at the corporate offices, warehouses, Premises or otherwise and relating to the Business or the Assets and excluding those Assets; and
(xvi) all assets listed included in the Working Capital as set forth on Schedule 1.1.2(f)the Closing Financial Statement.
Appears in 1 contract
Included Assets. The Assets On the terms and subject to the conditions set forth in this Agreement, Buyer shall includepurchase from Seller, and Seller shall sell, convey, assign, transfer and deliver (or cause to be sold, conveyed, assigned, transferred and delivered) to Buyer on the Closing Date (as defined in Section 1.5(a)), all of Seller's right, title and interest as of the Closing Date in all of Seller's properties, assets and rights of any kind, whether tangible or intangible, real or personal, (except for the Excluded Assets, as defined in Section 1.2) (the "Purchased Assets"), free and clear of all mortgages, liens, pledges, charges, judgments, security interests, claims, restrictions and other encumbrances of any nature whatsoever ("Liens") (other than Permitted Liens, as defined in Section 3.4), including, without limitation, the following assetsassets included under the heading "Purchased Assets" in Exhibit A attached hereto, properties and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated by or constituting, the Business but shall not include the Excluded Assetsfollowing:
(a) all of the real property leases held by CHE or Seller (including all rights under lease) cash and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating thereto, including, without limitation, all security deposits, utility deposits and any other deposits (the "Leased Property").cash equivalents;
(b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.accounts receivables;
(c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located at of the Premises or relating to the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and following which are owned by CHE by, issued to or Seller licensed to Seller, along with all income, royalties, damages and payments due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations thereof anx xny and all corresponding rights that, now or hereafter, may be secured throughout the world): all inventions (whether patentable or unpatentable and whether or not currently being used in another restaurant;
(d) all food and beverages, including alcoholic beverages, whether opened or unopenedreduced to practice), all other raw materials and ingredientsimprovements thereto, packing materials and all other inventories (togetherpatents, the "Inventory") patent applications and all office patent disclosures and other supplies relating to the Business;
(e) all rights of Seller under any written reissuance, continuation, continuation-in-part, division, extension or oral contractreexamination thereof; trademarks, agreementservice marks, lease (other than the Leases)trade dress, instrumentlogos, license agreement or other agreement relating to the Business trade names, Internet domain names, corporate names and assumed names (including, without limitation, the Material Contracts) (assumed name "The Transit Network"), together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith; copyrights and copyrightable works; mask works; and all registrations, applications and renewals for any of the Leasesforegoing; trade secrets and confidential and proprietary information, hereinafter including ideas, formulas, compositions, know-how, related processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, manufacturing and production processes and techniques, customer and supplier lists, pricing and cost information and technical data and manuals (in each case relating to products currently in production as well as former products and products under development); computer software (including websites, data and related documentation); all other proprietary rights; and all copies and tangible embodiments thereof (in whatever form or medium), together with all books, records, drawings or other indicia, however evidenced;
(d) all of the agreements, contracts, licenses, instruments, leases, subleases and other arrangements, and all rights thereunder, listed on the attached Exhibit A under the heading "Assumed Contracts" (collectively, the "Assigned Assumed Contracts"). A list of ;
(e) all Assigned Contractsleasehold improvements and all machinery, excluding the Leasesequipment (including all vehicles, are set forth on Schedule 1.1.1(e) testing equipment, "demo" equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture;
(f) all transferable governmental licensesoffice supplies, registrationsproduction supplies and other supplies, certificates of occupancy or spare parts, other permits or approvals miscellaneous supplies and other tangible property of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits")kind;
(g) all rights of Seller prepayments and CHE under any trademarkprepaid expenses (other than those related to Excluded Assets or Excluded Liabilities, service xxxxas defined in Section 1.3(b)), trade dress, trade name, copyright or slogan relating to the Business, whether registered or unregistered, employee advances and any similar or equivalent rights to the foregoing anywhere in the world, cash deposits (including security deposits and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) heretocustomer deposits and prepayments);
(h) all technologiesclaims, methodsdeposits, data basesrefunds, trade secretscauses of action, knowchoses in action, rights of recovery and rights of set-how, manufacturing and off or recoupment of any kind (including any such item relating to the payment of taxes) (other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used in the Business than those related to Excluded Assets or under development for use in the BusinessExcluded Liabilities);
(i) all computer hardware, software the right to receive and retain mail and other communications (including documentation and other than those related object and source codesto Excluded Assets or Excluded Liabilities), software licenses and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) hereto;
(j) all of Seller's or CHE's lists, books, records, papers documents, correspondence, and instruments other information of whatever nature any kind (including those pertaining to accounts, employees and wherever located that relate referral sources); all lists and records pertaining to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from suppliers and after the Closing Date in the manner in which it is presently being conductedcustomers and other business relations; and all studies, includingplans, without limitationbooks, blueprintsledgers, specificationsfiles, plats, mapsarchitectural plans, surveysdrawings and specifications and business records of every kind (including all financial, building business and machinery diagramsmarketing plans and information); in each case whether evidenced in writing, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.electronic data (including by computer) or otherwise;
(k) all rights advertising, marketing and promotional and trade show materials and booths and the like, all archival materials and all other printed or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Assetswritten materials;
(l) all informationfranchises, filesapprovals, recordspermits, datalicenses, plans orders, registrations, certifications, variances, authorizations and recorded knowledge related similar rights obtained from all permitting, licensing, accrediting and certifying agencies, and the rights to the foregoingall data and records held by such agencies;
(m) all telephone numbers and telephone listings goodwill as a going concern with regard to the business of Seller;providing advertising on mass transportation vehicles; and
(n) all cash on hand in the Seller's restaurants on other properties, assets and rights owned by Seller as of the Closing Date;
(o) all goodwill of the Business; and
(p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., located in the corporate offices, warehouses, or in which Seller has an interest, and which are not otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f)Excluded Assets.
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Samples: Asset Purchase Agreement (Digital Data Networks Inc)
Included Assets. The Assets shall include, without limitation, the following assets, properties and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated by or constituting, the Business but shall not include the Excluded Assets:
(a) all of the real property leases held by CHE or Seller (including all rights under lease) and used in the operation or conduct of the Business which are identified on Exhibit A-1 hereto (the "Leases"), together with all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject to the Leases relating thereto, including, without limitation, all security deposits, utility deposits and any other deposits (the "Leased Property").
(b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Leased Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.
(c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located at the Premises or relating to the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurant;
(d) all food and beverages, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories (together, the "Inventory") and all office and other supplies relating to the Business;
(e) all rights of Seller under any written or oral contract, agreement, lease (other than the Leases), instrument, license agreement or other agreement relating to the Business (including, without limitation, the Material Contracts) (together with the Leases, hereinafter the "Assigned Contracts"). A list of all Assigned Contracts, excluding the Leases, are set forth on Schedule 1.1.1(e) );
(f) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits");
(g) all rights of Seller and CHE under any trademark, service xxxx, trade dress, trade name, copyright or slogan relating to the Business, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) hereto;
(h) all technologies, methods, data bases, trade secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used in the Business or under development for use in the Business;
(i) all computer hardware, software (including documentation and related object and source codes), software licenses and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) hereto;
(j) all of Seller's or CHE's books, records, papers and instruments of whatever nature and wherever located that relate to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conducted, including, without limitation, blueprints, specifications, plats, maps, surveys, building and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.
(k) all rights or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Assets;
(l) all information, files, records, data, plans and recorded knowledge related to the foregoing;
(m) all telephone numbers and telephone listings of Seller;
(n) all cash on hand in the Seller's restaurants on the Closing Date;
(o) all goodwill of the Business; and
(p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., located in the corporate offices, warehouses, or otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f).1.1.1
Appears in 1 contract
Included Assets. The Assets shall include, without limitation, all of Seller's right, title and interest in and to the following assets, properties and rights of Seller (and, as applicable, CHE) used in the conduct of, or generated by or constituting, the Business but shall not include the Excluded Assetsfollowing:
(a) all fixed assets, including, without limitation, machinery and equipment, supplies, computer hardware, electronic data processing equipment, furniture, vehicles, and all other personal property, of every kind and nature whatsoever, owned by Seller on the Closing Date (collectively, "Personal Property"), wherever located, including, without limitation, the Personal Property set forth on Schedule 2.15 attached hereto;
(b) except to the extent constituting Excluded Assets, all Accounts (as such term is defined in the Uniform Commercial Code of the real property leases held by CHE or Seller (including all rights under lease) and used in the operation or conduct State of the Business which are identified on Exhibit A-1 hereto New York (the "LeasesUCC")), including, without limitation, commissions and fees receivable;
(c) all prepaid expenses, advances and deposits (collectively, "Prepaid Expenses");
(d) all rights of Seller under contracts, agreements, leases, arrangements, commitments, understandings and obligations (collectively, "Contracts"), together including, without limitation, the Contracts listed and described on Schedule 2.14 attached hereto and including, without limitation, Seller's rights under and with respect to nondisclosure, noncompetition, and other restrictive covenant provisions thereunder, and all leasehold improvements owned by CHE or Seller that are located in or on such leasehold interests, subject rights to receive renewal commissions (other than the Excluded Commissions (as hereinafter defined));
(e) to the Leases extent transferable, 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, without limitation, the Permits set forth on Schedule 2.16 attached hereto;
(f) all inventions, patents, trademarks, service marks, copyrights, trade dress, logos, trade names, corporate names, trade secrets, confidential business information (including, without limitation, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), computer software, domain names, URLs, websites, other proprietary rights, all applications relating to the registration of any of the foregoing, and all other rights and interests related to intellectual property, all copies and tangible embodiments thereof, in whatever form or medium, including the exclusive right to use any trade name under which Seller 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 (collectively, "Intellectual Property"), including, without limitation, the Intellectual Property set forth on Schedule 2.11 attached hereto;
(g) 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 data, production records, employment records, and any confidential information which has been reduced to writing, wherever located, with respect to, or in connection with, Seller or the Business;
(h) all of Seller's rights and choses in action, including, without limitation, all security deposits, utility deposits rights under express or implied warranties from suppliers and any other deposits (the "Leased Property").
(b) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating vendors with respect to the Leased Property, any Business and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Leased Property, including, without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned or hereafter acquired, and the entire right, title and interest of Seller, if any, in, to and under all streets, ways, alleys, passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches, waters, water courses, water rights and powers, air rights, railroad sidings, minerals, mineral rights and mineral interests adjoining, upon, above, in, under or pertaining to the Leased Property; all options and rights to purchase or otherwise acquire real property that is adjacent to or nearby the Leased Property, and all claims or demands whatsoever of CHE or Seller, either in law or in equity, with respect to the Leased Property, including, without limitation, any unpaid awards to be made relating thereto, including any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of any adjoining streets or roads or a changing of the grade with respect to same, but in each case only to the extent Seller or CHE or any subsidiary of either owns and has the right to convey the same to Purchaser.
(c) all appliances, kitchen equipment, office equipment and other equipment, tools, spare parts, signage, decor items, furniture, furnishings, leasehold improvements, dinnerware, glassware, flatware, linens and other tangible personal property located at the Premises or relating to the Business or the Assets or which were used in any closed or abandoned Chart House Restaurant and which are owned by CHE or Seller and not currently being used in another restaurant;
(d) all food and beverages, including alcoholic beverages, whether opened or unopened, all other raw materials and ingredients, packing materials and all other inventories (together, the "Inventory") and all office and other supplies relating to the Business;
(e) all rights of Seller under any written or oral contract, agreement, lease (other than the Leases), instrument, license agreement or other agreement relating to the Business (including, without limitation, the Material Contracts) (together with the Leases, hereinafter the "Assigned Contracts"). A list of all Assigned Contracts, excluding the Leases, are set forth on Schedule 1.1.1(e) ;
(f) all transferable governmental licenses, registrations, certificates of occupancy or other permits or approvals of any nature of CHE or Seller or any of its subsidiaries relating to the Business ("Permits");
(g) all rights of Seller and CHE under any trademark, service xxxx, trade dress, trade name, copyright or slogan relating to the Business, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications therefor including, without limitation, those items set forth on Schedule 1.1.1(g) hereto;
(h) all technologies, methods, data bases, trade secrets, know-how, manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used in the Business or under development for use in the Businessreceive insurance proceeds;
(i) all computer hardwarewritten technical information, software (including documentation data, specifications, research and related object development information, engineering drawings and source codes), software licenses operating and peripherals of CHE or Seller relating to or used in the Business and listed on Schedule 1.1.1(i) heretomaintenance manuals;
(j) all of Seller's or CHEgoodwill associated with the Business, including Seller's booksright to use its trade name and trade styles, recordsand telephone and fax numbers, papers together with any and instruments of whatever nature all variants and wherever located that relate to the Business or any of the Assets or which are required or necessary in order for Purchaser to conduct the Business from and after the Closing Date in the manner in which it is presently being conductedderivatives thereof, including, without limitation, blueprints, specifications, plats, maps, surveys, building the names "Atlantic Insurance Agency," "Lowest 1 Agency" and machinery diagrams, correspondence from any lessor relating to any of the Leased Property, all Lease files, accounting and financial records, maintenance and production records, recipe books, operating and policy manuals, personnel and labor relations records, environmental records and reports, sales and property Tax records and returns, sales records, customer lists, records relating to suppliers, marketing brochures, but excluding income Tax records and returns and corporate minute book and stock records.
(k) all rights or choses in action, including, without limitation all rights under express or implied warranties, representations and guaranties relating to the Assets"Pennstone Agency;
(l) all information, files, records, data, plans and recorded knowledge related to the foregoing;
(m) all telephone numbers and telephone listings of Seller;
(n) all cash on hand in the Seller's restaurants on the Closing Date;
(o) all goodwill of the Business; and
(p) all assets, artwork, advertising material, equipment, furniture and fixtures, boat and other models, software, brochures, testimonials, pictures, etc., located in the corporate offices, warehouses, or otherwise and relating to the Business or the Assets and excluding those assets listed on Schedule 1.1.2(f)."
Appears in 1 contract
