Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following: (a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule; (b) all processes related to running any and all operations of the Seller; (c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”); (d) all Intellectual Property Assets; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”); (f) all Leased Real Property; (g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise; (h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes); (i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets; (k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”); (l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets; (m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and (n) all goodwill and the going concern value of the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Token Communities Ltd.), Asset Purchase Agreement (Token Communities Ltd.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind Seller, to the extent that such assets, properties and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located rights exist as of the Closing Date and whether now existing or hereafter acquired (other than the Excluded Assets), which primarily relate to, or are used or held for use in connection with, to the Business (collectively, the “Purchased Assets”), including the following:):
(a) All all accounts or notes receivable of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleBusiness;
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations other inventories of the SellerBusiness (“Inventory”);
(c) all ContractsContracts set forth on Section 2.01(c) of the Disclosure Schedules, including including, without limitation, the Intellectual Property AgreementsAgreements set forth on Section 4.10(a) of the Disclosure Schedules (collectively, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business listed on Section 2.01(e) of the Disclosure Schedules (the “Tangible Personal Property”);
(f) all Leased Equipment and all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller Permits, including Environmental Permits, but only to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwisesuch Permits may be transferred under applicable Law;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees to the extent related to any Purchased Assets (including any such item relating to Taxescollectively, the “Pre-Paid Expenses & Deposits”);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that primarily relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(d) (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nk) all goodwill and the going concern value associated with any of the Businessassets described in the foregoing clauses.
Appears in 2 contracts
Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall Inventory;
(b) all processes related to running any and all operations Contracts set forth in Section 2.01(b) of the Seller;
(c) all ContractsDisclosure Schedules, including the Intellectual Property Agreements, and the Leases set forth in Section 4.18(b) of the Disclosure Schedules (the “Assigned Contracts”);
(c) all Seller IP and Seller IT Systems;
(d) all Intellectual Property AssetsSoftware owned or purported to be owned by Seller;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all Permits held by Seller in connection with the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
(h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating benefits to the Business, or extent covering the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”)Assumed Liabilities;
(l) copies of Tax Returnsthe business records (other than employee records), Tax and accounting financial books and records, sales order files, purchase order files, engineering order files, warranty and repair files, supplier lists, customer lists, dealer, representative and distributor lists, studies, surveys, analyses, strategies, plans, forms, designs, diagrams, drawings, specifications, technical data, production and quality control records (and related work papers and correspondence from accountants) related to the Purchased Assetsformulations of Seller;
(m) all claims to the extent permitted under applicable Law, one copy of Seller’s personnel records and rights any other records that Seller is required by Law to retain in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementpossession; and
(n) all goodwill and the going concern value associated with the Business and any of the Businessassets described in the foregoing clauses.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adams Michael F), Asset Purchase Agreement (AdvanSource Biomaterials Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall accept and purchase from each Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, set forth on Schedule 2.01(a) (the “Assigned Contracts”);
(db) all Intellectual Property Assets;
(ec) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property for use or intended to be used by Sellers in connection with the Business (the “Tangible Personal Property”);
(fd) all Leased Real Property;
(ge) all Permits which are held by any Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 4.17(b);
(f) all rights to any Actions of any nature available to or being pursued by a Seller to the extent related to the Business, the Purchased Assets or the Purchased Assumed Liabilities, other than the Excluded Assets, whether arising by way of counterclaim or otherwise;
(hg) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent available to any Seller and related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Business, the Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nk) all goodwill and the going concern value of the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)rights, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or that are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(b) all processes related to running any furniture, fixtures, equipment, machinery, tools, vehicles, supplies and all operations other tangible personal property of the SellerBusiness set forth on Section 2.01(b) of the Disclosure Schedules;
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedules (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent exclusively related to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(if) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jg) all insurance benefits, including rights and proceeds, arising from or relating benefits to the Business, extent covering the Purchased Assets or the Purchased Assets;Assumed Liabilities; and
(kh) originals, or where not availableavailable or except to the extent in Seller’s reasonable belief needed to be retained by Seller because they relate to Excluded Assets or Excluded Liabilities, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related and material documents relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns. If, Tax following the date hereof and accounting books and records (and related work papers and correspondence from accountants) related prior to the Purchased Assets;
(mClosing, the Parties identify any Contract to which Seller is a party which is not set forth on Section 2.01(c) all claims of the Disclosure Schedules as of the date hereof and rights in favor of Seller is reasonably necessary or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and useful to the going concern value operation of the Business, the parties will update Section 2.01(c) of the Disclosure Schedules reflecting the addition of such Contract, and such Contract shall thereafter constitute and be deemed an “Assigned Contract” for all purposes hereunder. Similarly, to the extent any Inventory is received by Seller prior to the Closing with respect to any Contract set forth on Section 2.01(c) of the Disclosure Schedules as of the date of this Agreement, and such Inventory is included as a Purchased Asset under Section 2.01(a) and its value included in the Purchase Price calculations under Section 2.05 and 2.06, then the obligation to pay a third party for such Inventory under such Contract will not be considered an Assumed Liability so as to avoid Buyer from having to pay twice for the same Inventory items.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellerthe Sellers, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s the Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable held by any Seller, any amounts billed under the Franchise Agreements on behalf of third-parties, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets foregoing (“Accounts Receivable”), except as set forth on in Section 2.01 of the Disclosure Schedule2.2;
(b) all processes related to running any supplies, parts and all operations of the Sellerinventories (“Inventory”);
(c) except as set forth on Schedule 2.2(a), all Contracts, including Intellectual Property AgreementsFranchise Agreements and Leases, set forth on Schedule 2.1(c) (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all Permits, including environmental Permits, which are held by any Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 4.16(a);
(h) all rights to any Actions of any nature available to or being pursued by any Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, except as set forth in Section 2.2 (“Assumed Actions”);
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s the Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including records other than books of account, ledgers and general, financial and accounting records, including, but not limited to, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nl) all goodwill and the going concern value of the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Purchase and Sale of Assets. Subject Upon the Closing and subject to the terms and conditions set forth hereinof this Agreement, at ASLI and Dick’s, as applicable, hereby purchase from the Closing, Seller shall sell, assign, transfer, convey and deliver to BuyerSeller, and Buyer shall purchase from Sellerthe Seller hereby sells, transfers, conveys, and delivers to ASLI and Dick’s, as applicable, free and clear of any LiensSecurity Interest except for the Coexistence and Product Placement Agreements, for the consideration specified below in this Section 2, (with the exception of the items listed in Section 2(a)(ix) which will be purchased at a later time by Dick’s) all of the following assets, properties and rights of the Seller that are now, or at the time of the Closing will be, used or held for use in or otherwise related to, the Business, including, without limitation, all of the Seller’s right, title and interest inin and to the Assets set forth on Schedule 1, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than excluding the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Assets set forth on Schedule 4 (collectively, the “Purchased Acquired Assets”), including the following. The Acquired Assets shall include:
(ai) All of the assets of the all Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleIntellectual Property;
(bii) all processes related to running any and all operations of the SellerAcquired Contracts;
(ciii) all Contractsfiles, including Intellectual Property Agreementsdocuments, instruments, papers, books and records (whether in paper, digital or other tangible or intangible form) that are as of the date of this Agreement exclusively used in the Business, including, without limitation, copies of financial records, copies of Tax records (other than income Tax records), technical information, operating and production records, quality control records, blueprints, research and development notebooks and files, customer credit data, manuals, engineering and scientific data, sales and promotional literature, drawings, technical plans, business plans, budgets, price lists, lists of customers and suppliers and human resources data (the “Assigned ContractsTop-Flite Documentation”);
(div) all Intellectual Property rights, claims and causes of action that are as of the date of this Agreement exclusively related to the Acquired Assets;
(ev) all furniturethe right, fixturestitle, equipmentbenefit and interest of the Seller in respect to prepaid insurance, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems prepaid royalties and advertising/marketing fees and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities deposits and all similar rights against third parties advances to suppliers and other deposits of cash and cash equivalents made by the Seller with respect to the extent related to any Purchased Acquired Assets;
(jvi) all insurance benefitscurrent and past patterns, including rights samples, prototypes, archived files, artwork, development and proceedsdesign work, arising from or relating graphics and designs for packaging and products to the extent the same are exclusively used in the operation of the Business, or the Purchased Assets;
(kvii) originals, or where not available, copies, of all research mold bases and files cavities relating to all of Top-Flite, D2, Gamer, Freak, Dimple in Dimple and Top-Flite XL golf balls identified on Schedule 1 (the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access“Molds”), records which shall be purchased by Dick’s;
(viii) all website content and data software exclusively used in the Business (including all correspondence such as that appearing in connection with any Governmental Authority), sales material xxx.xxxxxxxx.xxx) and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements collateral and marketing and promotional surveysmaterials, except the communications related including point-of-sale materials and displays relating to the negotiation and consummation of the Transactions (collectively, “Books and Records”)Top-Flite Brand;
(lix) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related the right to purchase certain Top-Flite Inventory relating to the Purchased AssetsTop-Flite Brand after the Transition Period as described in Section 10;
(mx) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementgoodwill associated with the Acquired Assets; and
(nxi) all goodwill other material tangible and intangible assets of any kind and description, wherever located, that are owned and exclusively used by the going concern value Seller in connection with the operation of the Business, other than the Excluded Assets and to the extent the same are transferable.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Callaway Golf Co)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall liens, encumbrances, or claims, except for Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and natureSeller, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which Assets that relate to, or are used or held for use in connection with, to the Business (collectively, the “"Purchased Assets”)") including, including the followingbut not limited to:
(a) All all accounts and accounts receivable of the assets Company ("Accounts Receivable") as set forth in Section 2.01(a) of the Business Disclosure Schedules, including but not limited to the Purchased Assets delinquent Accounts Receivable (“Delinquent A/R”) as set forth on in Section 2.01 2.01(a)(i) of the Disclosure Schedule, provided that Section 2.01(a) of the Disclosure Schedules shall be updated immediately prior to the Closing;
(b) all processes related to running any and all operations inventory, finished goods, raw materials, components, packaging, supplies, parts, racking, as set forth in Section 2.01(b) of the SellerDisclosure Schedules, Slow Moving Inventory as set forth in Section 2.01(b)(i) of the Disclosure Schedules, and other inventories of the Company, excluding any Mislabeled Packaging that remains after the receipt by Buyer of properly labeled replacement packaging ("Inventory");
(c) all ContractsContracts set forth on Section 2.01(c) of the Disclosure Schedules, including the Leases set forth on Section 4.11(a) of the Disclosure Schedules and the Intellectual Property AgreementsAgreements set forth on Section 4.12(a) of the Disclosure Schedules (collectively, (the “"Assigned Contracts”");
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machineryequipment leases, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Company listed on Section 2.01(e) of the Disclosure Schedules (the “"Tangible Personal Property”");
(f) all Leased Real PropertyPermits, including those listed on Section 2.01(f) of the Disclosure Schedules, but only to the extent transferrable;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Businesscustomer deposits, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)fees;
(ih) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(ki) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, discount schedules, distribution lists, supplier lists, vendor lists, product SKU’s and descriptions, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(d) (collectively, “"Books and Records”");
(lj) copies all goodwill associated with any of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;, including, but not limited to, the use of Ixxx Xxxxx’x name, image, and likeness on all existing products and brand development or marketing materials. The Parties agree that Buyer is free to use Txxxx’x name and likeness on products that were acquired in the Closing. If Buyer develops any new products, which were not acquired in this Agreement and which were developed after the Closing thereof, the Company shall obtain the written consent of Txxxx prior to utilizing her name, image, likeness, face, voice or other attributes, including but not limited to, the professional reputation and image of Txxxx; and,
(mk) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the BusinessCompany's websites, including the Company's retail website, domain names, phone and fax numbers, and e-mail addresses listed on Section 2.01(k) of the Disclosure Schedules (the "Intangible Personal Property").
Appears in 2 contracts
Samples: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind Seller, free and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business clear of all Encumbrances (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Contracts (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(eset forth on Section 1.01(a) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems of the disclosure schedules attached hereto and other tangible personal property Seller’s rights and entitlements thereunder (the “Tangible Personal PropertyDisclosure Schedules”);.
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(ib) all of Seller’s rights under warranties, indemnities indemnities, and all similar rights against third parties to the extent related to any Purchased Assets;
(jc) all insurance benefitsoriginals or, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers ledgers, and general, financial financial, and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access)records, records and data (including all correspondence with any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Governmental Authority”)), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plansplans and marketing, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation material, and consummation of the Transactions research (collectively, “Books and Records”);
(ld) copies all Intellectual Property that is owned, controlled, held, or held for use by Seller, together with all (i) royalties, fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property; and (ii) claims and causes of Tax Returnsaction with respect to such Intellectual Property, Tax whether accruing before, on, or after the date hereof, including all rights to and accounting books claims for damages, restitution, and records injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof, including without limitation all Intellectual Property listed in Section 3.11(a) of the Disclosure Schedules (and related work papers and correspondence from accountantscollectively, the “Intellectual Property Assets”);
(e) all Technical Information;
(f) All rights under confidentiality, nondisclosure, nonsolicitation, noncompetition, or similar agreements related to the Purchased AssetsBusiness (“Confidentiality and Restrictive Covenants”);
(mg) all claims authorizations, consents, approvals, licenses, orders, permits and rights in favor of Seller exemptions of, and filings or registrations with, any of its Affiliates under any non-disclosure or confidentialitygovernmental authority, non-compete or non-solicitation, employment, assignment of inventions or similar agreementto the extent transferable by the Seller; and
(nh) all goodwill and the going concern value of All other intangible assets or used or held for use in the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kintara Therapeutics, Inc.), Asset Purchase Agreement (CohBar, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall, or shall cause their respective Subsidiaries to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers or their respective Subsidiaries, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ or their respective Subsidiaries, as applicable, right, title and interest in, to and under all of the following assets, properties and rights of every kind and natureSellers or the respective Subsidiaries (provided, whether realthat any Transferred Assets that are owned by the Purchased Subsidiary shall not be separately sold, personal or mixed, tangible or intangible (including goodwillbut rather shall transfer to Buyer indirectly via the sale of the Purchased Interests), wherever located as applicable, to the extent that such assets, properties and whether now existing or hereafter acquired (other than rights exist as of the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Closing Date (collectively, the “Purchased Transferred Assets”), including the following:):
(a) All the Current Assets as of 12:01 a.m. Eastern Time on the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleClosing Date;
(b) all processes related to running any and all operations of the SellerTransferred Contracts;
(c) all ContractsTransferred Intellectual Property, including Intellectual Property Agreements, the patents set forth on Schedule 2.02(c) (the “Assigned ContractsTransferred Patents”);
(d) all Intellectual furniture, fixtures, equipment and supplies either located at the Subleased Property Assets;
(e) all or offsite for purposes of remote working practices by the Business Employees and in each case primarily related to the Business and owned by Sellers, including, such furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property listed on Schedule 2.02(d) (collectively, the “Tangible Personal Property”);
(e) all purchase orders or other commitments exclusively related to the Business that remain unfulfilled as of the Closing, other than as expressly included in the Excluded Assets;
(f) to the extent transferable under applicable Law, all Leased Real PropertyPermits (and all applications therefor) used exclusively in, or obtained exclusively for, the operation of the Business;
(g) to the extent transferrable under applicable Law, in whole or in part, all rights to any Actions all causes of action, Proceedings, judgments or defenses against third parties and demands of any nature available to arising on or being pursued by Seller to after the extent related to the Business, or the Purchased AssetsClosing Date, whether arising by way of counterclaim or otherwise, in each case to the extent (and only to the extent) exclusively related to the Business, any Transferred Asset or Assumed Liability, except for claims or refunds for any Taxes that constitute Assumed Liabilities;
(h) all prepaid expensesrights, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums claims and fees credits (including all guaranties, warranties, indemnities and similar rights) of Sellers or any such item relating of their respective controlled Affiliates to Taxes)the extent (and only to the extent) related exclusively to the Business, any Transferred Asset or Assumed Liability;
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsTransferred Records;
(j) all insurance benefits, including rights and proceeds, arising from or relating personnel Records to the Businessextent (and only to the extent) pertaining exclusively to the Transferred Employees, or to the Purchased Assets;extent permitted by applicable Law (provided that Sellers shall be permitted to keep a copy of all such personnel Records); and
(k) originalsall goodwill of Sellers associated with, or where not availableattributable to, copiesthe Business, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 2 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinherein and in the Local Agreements, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than the Permitted Encumbrances, all of Seller’s Sellers right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which solely relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including consisting of the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, as set forth on Section 2.01 2.01(a) of the Disclosure ScheduleSchedules (“Inventory”);
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property AgreementsLicenses, as set forth on Section 2.01(b) of the Disclosure Schedules (the “Assigned Contracts”);
(dc) all Intellectual Property Assets, as set forth on Section 2.01(c) of the Disclosure Schedules;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property property, as set forth on Section 2.01(d) of the Disclosure Schedules (the “Tangible Personal Property”);
(fe) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related transferable and required to operate the Business, all Permits, including Environmental Permits, which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, whether arising by way as listed on Section 4.16(b) and Section 4.17(b) of counterclaim or otherwisethe Disclosure Schedules;
(hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes), as set forth on Section 2.01(h) of the Disclosure Schedules;
(ig) all of Seller’s rights Sellers rights, to the extent transferable, under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets, as set forth on Section 2.01(f) of the Disclosure Schedules;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kh) originals, or where not available, copies, of all research books and files records relating solely to the Intellectual Property Assets or the Intellectual Property AgreementsBusiness, books and recordsincluding, including but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with Customs or any other Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(ni) all goodwill and the going concern value of the Business. For the avoidance of doubt the Purchased Assets shall not include any assets located at Fabrinet’s premises in Thailand that are identified by the parties as unusable assets due to the damages caused by the flood in the premises and transfer of the XXX Assets will not occur until the XXX Closing. Each Disclosure Schedule referred to in this Section 2.01 (collectively, the “Asset Lists”) indicates Purchased Assets on a country-by-country basis with applicable Seller thereof. Seller Parent and Buyer Parent shall review and finalize the Asset Lists at least five (5) Business Days prior to the Closing and the final Asset Lists agreed upon by the parties shall be prepared in writing and certified by an officer of Seller Parent.
Appears in 2 contracts
Samples: Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of the Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business or otherwise (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable held by the Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories (“Inventory”);
(c) all ContractsContracts related to the Business, including without limitation the Intellectual Property Agreements, except for Contracts included in the Excluded Assets (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all Permits, including Environmental Permits, which are held by the Seller and required for the conduct of the Business as currently conducted or contemplated or for the ownership and use of the Purchased Assets, including, without limitation, those listed in Section 4.17(b) of the Disclosure Schedules;
(h) all rights to any Actions of any nature available to or being pursued by the Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including but excluding any such item refunds relating to Taxesthe payment of Taxes for any Pre-Closing Tax Period);
(ij) all of the Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related and material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)
Purchase and Sale of Assets. Subject The Sellers agree to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Sellers at the Closing, subject to and upon the terms and conditions set forth contained herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensLien or Security Interest except as listed on Schedule 2.1(a), all of Seller’s the Sellers' right, title title, and interest in, in and to the following properties and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use except as provided in connection with, the Business Section 2.2 (collectively, the “Purchased "Acquired Assets”), including the following:"):
(a) All of the assets of the Business including but not limited to ENBU reflected on the Purchased Assets set forth on Section 2.01 Most Recent Balance Sheet and all assets of the Disclosure ScheduleENBU of the same nature as those reflected on the Most Recent Balance Sheet that have been acquired by Sellers in the Ordinary Course of Business since November 30, 1995 (other than assets reflected on the Most Recent Balance Sheet that have been disposed of in the Ordinary Course of Business since November 30, 1995) including without limitation:
(i) all tangible personal property (such as machinery, equipment, inventories, raw materials, supplies, manufactured and purchased parts, works in progress, finished goods, furniture, tools, jigs and dies) included in the Most Recent Balance Sheet;
(ii) prepaid expenses and other similar current assets of the ENBU included in Most Recent Balance Sheet;
(b) all processes related All leasehold interests and subleases and rights thereunder relating to running any the real and all operations of personal property as listed on Schedule 2.1(b) (the Seller"Leases");
(c) all ContractsAll licenses (other than Intellectual Property), permits, authorizations, orders, registrations, certificates, variances, approvals, consents and franchises pertaining to or used in connection with the Assets of the ENBU or any pending applications relating to any of the foregoing, including Intellectual Property Agreementswithout limitation all governmental permits, (the “Assigned Contracts”licenses, authorizations, approvals and consents described in Schedule 2.1(c);
(d) all All Intellectual Property, except as set forth in Section 2.2, goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, remedies against infringements thereof and rights to protection of interest therein, including without limitation the Intellectual Property Assetsdescribed in Schedule 2.1(d) hereto;
(e) all furnitureAll contracts, fixturesindentures, equipmentmortgages, machineryinstruments, toolsSecurity Interests, vehiclesguaranties, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property agreements relating to the Assets of the ENBU as listed on Schedule 2.1(e) (the “Tangible Personal Property”"Contracts");
(fi) All customer, distribution, supplier and mailing lists of any of the Sellers relating exclusively to the business of ENBU and (ii) copies of all Leased Real Propertyother customer, distribution, supplier and mailing lists of any of the Sellers relating to the Assets of ENBU, excluding the Excluded Assets;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, All claims, securitydeposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, set off and rights of recoupment, deposits, charges, sums and fees (including any such item recoupment relating to Taxesthe Assets of the ENBU or the other Acquired Assets, excluding the Excluded Assets, except as set forth on Schedule 2.3(e);; and
(i) all of Seller’s rights under warrantiesAll business and financial records, indemnities books, ledgers, files, plans, documents, correspondence, lists, architectural plans, drawings, notebooks, creative materials, advertising and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefitspromotional materials, including rights and proceedsmarketing materials, arising from studies, reports, equipment repair, maintenance or service records exclusively relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions ENBU excluding the Excluded Assets whether written or electronically stored or otherwise recorded and (collectively, “Books and Records”);
(lii) copies of Tax Returnsall other business and financial records, Tax books, ledgers, files, plans, documents, correspondence, lists, architectural plans, drawings, notebooks, creative materials, advertising and accounting books and promotional materials, marketing materials, studies, reports, equipment repair, maintenance or service records (and related work papers and correspondence from accountants) related relating in part to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value Assets of the BusinessENBU excluding the Excluded Assets and relating in part to businesses retained by SMC whether written or electronically stored or otherwise recorded.
Appears in 1 contract
Samples: Asset Purchase Agreement (Standard Microsystems Corp)
Purchase and Sale of Assets. Subject to Upon the terms and conditions herein set forth herein, at the Closingforth, Seller shall hereby agrees to sell, convey, transfer, assign, transfer, convey grant and deliver to Buyer, and Buyer shall purchase hereby agrees to purchase, acquire and accept from Seller at the Closing, all of Seller’s right, title and interest in and to all of Seller's, tangible and intangible assets relating to or used in connection with the Business, including, without limitation, those specifically listed below (collectively, the "Assets") free and clear of any Liensall Encumbrances:
(a) All tangible assets of every kind and description wherever located, including, without limitation, all hardware, software, machinery, equipment leasehold improvements, all robotic equipment, research and development equipment, and testing equipment, hardware, fixtures, shelving, furniture, furnishings, telephone systems, files, records and other items of similar character relating to the Business, wherever located (collectively the “Equipment”), specifically including the items listed on Schedule 2.1(a).
(b) All inventories relating to the Business, wherever located (the “Inventory”), and described by individual part on a list to be attached as Schedule 2.1(b;
(c) All spare parts, supplies, packaging materials, consumable materials and other items of similar character used in the operation of the Business;
(d) All books, records, manuals and other materials of the Business, including, without limitation, all sales records, customer lists and records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, and quality control records, manuals and procedures wherever located;
(e) All intangible assets including without limitation all employee relations, customer contacts in the military and homeland security markets, contacts with Microsoft, all other customer contacts, all purchased and developed software and related source code which includes all software and related source code for JAUS,
(f) All other intellectual property, specifically including without limitation all logos, and all other similar interests relating to the operation of the Business to which the Seller has any right of ownership, use or otherwise (the “Intellectual Property”). Except for trade names listed in (g), below, Schedule 2.1(f) designates all Intellectual Property for which a filing or registration has occurred;
(g) All of the Seller’s right, title and interest in and to the name “CoroWare,” and “CoroWare Test Labs” and any derivatives thereof employed in the Business, and any other names used by Seller, including those for which a filing or registration has occurred and which are listed on Schedule 2.1(f).
(h) The goodwill and going concern value of the Business;
(i) All Permits used in the Business, which Permits are listed on Schedule 2.1(i);
(j) All of the Seller’s right, title and interest in, to and under all distributor, vendor or customer contracts or licenses, purchase orders, sales orders, leases, license agreements, non-disclosure agreements, supply agreements and other agreements of the assetsBusiness, properties and rights of every kind and natureincluding those set forth in Schedule 2.1(j) attached hereto (which schedule shall be separated by categories, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assetsa category for Supply Agreements), which relate to, or are used or held for use in connection with, the Business Buyer chooses to assume and as so indicated as assumed on Schedule 2.1(j) (collectively, the “Purchased AssetsAssumed Contracts”), including the following:provided, however, that Seller shall remain solely responsible for any breach of an Assumed Contract occurring prior to Closing, or any act or omission of Seller regarding an Assumed Contract which occurs prior to Closing;
(ak) All of The current listings and right to use the assets of telephone and fax numbers and e-mail addresses currently being used by the Business Business, including but not limited to the Purchased Assets set forth numbers listed on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”Schedule 2.1(k);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;The URL sites described on Schedule 2.1(l); and
(m) all All claims and rights in favor of the Seller against third parties relating to the Assets, whether xxxxxx or any of its Affiliates under any non-disclosure inchoate, known or confidentialityunknown, non-compete contingent or non-solicitation, employment, assignment of inventions or similar agreement; andnoncontingent.
(n) All accounts receivable of every kind including Accounts Receivable billed and uncollected as of the closing date, and all goodwill unbilled services up through the end of business on the day preceding the closing of this Agreement, as well as all amounts due from employees.
(o) All available cash as of the end of business on the date immediately preceding the closing date as further discussed in Section 2.3 (a) (ii). Additionally, all cash received by Seller after the Closing from sources which are part of or related to the assets purchased and the going concern value assumed liabilities in this Agreement shall promptly be paid to Buyer via bank wire transfer.
(p) All of Seller’s interest in Seller’s subsidiary CoroWare Test Labs, Inc. (CTL), a Pennsylvania corporation, comprising 100 out of 100 issued shares of common stock, representing 100% ownership of CTL and any other subsidiaries owned by Seller. All of the Businessassets being purchased by the Buyer listed in this Paragraph 1.1 are hereinafter referred to as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any liability related to the Assets unless Buyer expressly assumes that liability pursuant to Section 2.3(a).
Appears in 1 contract
Purchase and Sale of Assets. Subject On and subject to the terms and conditions set forth hereinof this Agreement, at the Closing, Seller shall Lender shall, sell, assign, transfer, and convey and deliver to Buyer, without recourse, warranty or representation of any kind except as specifically set forth herein, and Buyer shall shall, purchase and acquire from SellerLender, free and clear of any Liensall Encumbrances, other than Assumed Liabilities, all of SellerBorrower’s right, title and interest ininterest, to and under all as of the Closing, in and to the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or that are used or held for use in connection with, with the Business as currently conducted by Borrower and which constitute part of the Collateral (collectively, the “Purchased Assets”), including the following:):
(a) All all fixed assets, including, without limitation, all fixtures, furniture, furnishings, equipment, products, tools, programs, communications equipment, accessories, computers, computer hardware and peripheral devices, office and other equipment and appliances, any replacement and spare parts for any such assets, and all software embedded therein and all manuals, instruction booklets, forms, guides, written warranties, bills of sales, other documents of conveyances and other materials used in connection therewith or related thereto (collectively, the “Fixed Assets”), including without limitation, all material Fixed Assets listed in Section 2.1(a) of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Borrower Disclosure Schedule, but excluding the Fixed Assets specified in Section 2.2(a);
(b) all processes related contact information (including the name, phone number and address), resumes and records relating to running any and all operations individuals (which are listed in Section 2.1(b) of the SellerBorrower Disclosure Schedule) that serve as temporary employees and shift workers for clients and customers of Borrower (such individuals are collectively referred to herein as the “Employee Assets”);
(c) all Contractsbooks, records, files and papers (“Business Records”) that contain information relating, directly or indirectly, to the Business or the Purchased Assets, including Intellectual Property Agreementswithout limitation, (all client and customer lists and information relating to Borrower’s personnel and in place workforce. To the “Assigned Contracts”)extent any Business Records are in computer format, Borrower will, in its sole and absolute discretion, either provide hard copies or file transfers of such Business Records to Buyer;
(d) all Intellectual Property Assetswritten contracts and agreements of Borrower related to the Business listed in Section 2.1(d) of the Borrower Disclosure Schedule (the “Assumed Contracts”) to the extent the required Consents related to the Assumed Contracts are obtained on or prior to the Closing Date;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration deposits held for the account or purification systems and other tangible personal property (benefit of Borrower under the “Tangible Personal Property”)Assumed Contracts;
(f) all Leased Real PropertyIntellectual Property listed in Section 2.1(f) of the Borrower Disclosure Schedule;
(g) all rights to any Actions Permits listed in Section 2.1(g) of any nature available to or being pursued by Seller the Borrower Disclosure Schedule, to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwisetransferable;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights a list of recovery, rights any clients of set-off, rights the Business during the period commencing on the date of recoupment, deposits, charges, sums formation of Borrower and fees (including any such item relating to Taxes)ending on the Closing Date;
(i) all accounts receivable of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;Borrower; and
(j) all insurance benefits, including rights and proceeds, arising from or of the goodwill relating to the Business, Business or any of the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Foreclosure and Asset Purchase Agreement (Corporate Resource Services, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and assume from such Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(b) all processes related Contracts relating to running the Business, including all Contracts of any and all operations Seller, Parent or any of their Affiliates set forth on Section 2.01(b) of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Disclosure Schedules (the “Assigned Contracts”), together with any security or similar deposits made by any Seller under such Assigned Contract;
(dc) all Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(e) all Owned Real Property;
(f) all Leased Real PropertyPermits, including Environmental Permits, which are held by Parent, any Seller or any other subsidiary of Parent and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(g) all rights to any Actions of any nature available to or being pursued by any Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxesthe payment of Taxes only to the extent that such payment results in an increase to the Purchase Price pursuant to Section 2.06(d));
(i) all of such Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements statements, and marketing and promotional surveys, except the communications related to the negotiation material and consummation of the Transactions research (collectively, “Books and Records”); provided, however, that to the extent portions of any of the foregoing exclusively relate to Excluded Assets or Excluded Liabilities, the Books and Records will exclude any such portions exclusively relating to Excluded Assets or Excluded Liabilities;
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementtelephone and facsimile numbers used in connection with the Business at the Owned Real Property; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Target Hospitality Corp.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyer Group, and Buyer Group shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the Sellers’ assets, properties and rights of every kind and naturenature and in whatever form, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business ) (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(b) all processes accounts or notes receivable held by Sellers, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including including, without limitation all Intellectual Property Agreements, Licenses and those Contracts set forth in Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits, including Environmental Permits, which are held by any of Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets to the extent assignable to Buyer Group, including, without limitation, those listed on Section 4.18(b) and Section 4.19(b) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller Sellers to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, except for those Actions related to the Excluded Assets;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ik) all of Seller’s Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased Assumed Liabilities, except for those benefits related to the Excluded Assets;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, tax, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related and research and intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses (collectively, “Books and Records”);
(ln) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related any Benefit Plans that provide health care coverage to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementextent such coverage relates to periods after the Closing; and
(no) all goodwill and the going concern value of the Business. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liabilities relating to the Purchased Assets unless one of the members of the Buyer Group expressly assumes such Liabilities pursuant to Section 2.03.
Appears in 1 contract
Samples: Asset Purchase Agreement (Precision Aerospace Components, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall (and Stockholder shall cause Seller to) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulesecurity deposits;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, including those Contracts set forth on Schedule 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, tooling as set forth on Schedule 2.01(f) of the Disclosure Schedules, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Owned Real Property and Leased Real PropertyProperty (excluding any Real Property that is the subject of the Real Property Purchase Agreement);
(gh) all Permits, including Environmental Permits, to the extent assignable, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those set forth on Section 4.22(b) and Section 4.23(b) of the Disclosure Schedules;
(i) all Certifications, including those set forth on Schedule 4.22(c) of the Disclosure Schedules;
(j) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hk) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(il) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any the Purchased Assets;
(jm) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kn) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation the Intellectual Property Agreements but excluding personnel files unless the consent of the Transactions transferring employee has been received (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(no) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule(“Inventory”);
(b) all processes related to running any and all operations Contracts set forth on Section 2.01(b) of the Seller;
Disclosure Letters, the Lease for the premises located at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, 00000 (c) all Contractsthe “Colonial Lease”), including and the Intellectual Property AgreementsAgreements set forth on Section 4.11(a) of the Disclosure Letters (collectively, (the “Assigned Contracts”);
(dc) all Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business listed on Section 2.01(d) of the Disclosure Letters (the “Tangible Personal Property”);
(e) the Leased Real Property that is the subject of the Colonial Lease;
(f) all Leased Real PropertyPermits, including Environmental Permits, listed on Section 2.01(f) of the Disclosure Letters, but only to the extent such Permits may be transferred under applicable Law;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)set forth on Section 2.01(g) of the Disclosure Letters;
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(ki) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that primarily relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(h) (collectively, “Books and Records”);
(lj) copies of Tax Returnsall accounts receivable held by Seller relating to any Unexecuted Program, Tax and accounting books and records (and related work papers and correspondence from accountants) any security, claim, remedy or other right related to any of the Purchased Assetsforegoing (“Accounts Receivable”);
(mk) all claims cash and rights in favor cash equivalents, bank accounts and securities of Seller or relating to any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementUnexecuted Program; and
(nl) all goodwill and the going concern value associated with any of the Businessassets described in the foregoing clauses.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(b) all Contracts, set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Schedules (the “Assigned Contracts”);
(dc) all Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(ge) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ig) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jh) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased Assets;Assumed Liabilities; and
(ki) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest interest, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (each, a “Lien”) in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded AssetsAssets (as defined below)), which relate to, or are used or held for use in connection with, with the Business (collectively, the “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include: (i) all inventory of KEOTONE and KEOSPARK currently held by Seller and listed and identified in Section 1.01 of the Disclosure Schedules attached hereto (the “Disclosure Schedules”); (ii) all of the Intellectual Property and Intellectual Property Rights that are owned or controlled by Seller and that are used in, held for use or necessary for the conduct of the Business, including the following:
(a) All of Intellectual Property and Intellectual Property Rights and the assets of the Business including but not limited to the Purchased Assets technology, products and services set forth on Section 2.01 1.01 of the Disclosure Schedule;
Schedules; (biii) all processes information, files, correspondence, records, data, plans, reports and recorded knowledge of Seller related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to used in connection with the Business, including customer, supplier, price and mailing lists, and all accounting or other books and records of Seller used in connection with the Purchased AssetsBusiness in whatever media retained or stored, whether arising by way of counterclaim or otherwise;
including computer programs, disks and rights to access cloud storage data, if any; (hiv) all prepaid expenses, credits, advance payments, claims, securitycauses of action, refundschoses in action, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums recovery and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under all warranties, indemnities representations and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefitsguarantees made by supplies of products, including rights and proceedsmaterials, equipment or services, or components thereof, arising from or relating to the Businessother Purchased Assets; (v) a true and complete copy of the books and records, financial statement work papers, trial balances and account reconciliations, invoices, and customer and supplier lists in each case relating to the Business or the Purchased Assets;
; (kvi) originalsall rights of Seller under all invention assignment, work product ownership and confidentiality agreements to which any employees or where not available, copies, contractors of all research and files relating to the Seller involved in the development of Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords are party; (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nvii) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets except as set forth on Section 2.01 2.01(a) of the Disclosure ScheduleSchedules, all accounts or notes receivable held by Sellers, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”);
(b) all processes related to running any and all operations except as set forth on Section 2.01(b) of the SellerDisclosure Schedules, all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedules, as well as other Contracts entered into with customers of Sellers in the ordinary course of business from the date hereof to the Closing Date (the “Assigned Contracts”);
(d) except as set forth on Section 2.01(d) of the Disclosure Schedules, all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property set forth on Section 2.01(e) of the Disclosure Schedules (the “Tangible Personal Property”);
(f) all the Leased Real Property;
(g) all Permits, including Environmental Permits, which are held by Sellers and which can be assigned required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
(h) all rights to any Actions of any nature available to or being pursued by Seller Sellers to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, but excluding Actions set forth on Section 2.02(g) of the Disclosure Schedules;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kl) originals, or where not available, copies, copies of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
, provided Sellers may retain originals or copies (las applicable) copies of Tax Returns, Tax the Books and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementRecords; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)
Purchase and Sale of Assets. (a) Subject to to, and on the terms and conditions set forth hereinof this Agreement, effective at the ClosingEffective Time, Seller the Buyer shall purchase, acquire and accept from the Debtors, and the Debtors shall sell, assignconvey, transfer, convey assign and deliver to the Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s the Debtors’ right, title and interest in, in and to and under all of the assets, assets and properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are Debtors used or held for use in connection with, the Business as of the Effective Time, save and except for the Retained Assets (collectively, the “Purchased Transferred Assets”), including the following:
(ai) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleCompany Interests;
(bii) all processes related to running any and all operations of the SellerAccounts Receivable;
(ciii) to the extent legally assignable, the Desired 365 Contracts and all of Debtors’ interest under the Desired 365 Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(div) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems except as and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related relating to the Business, any Retained Assets or the Purchased Assets, whether arising by way of counterclaim or otherwise;Retained Liabilities and excluding all Avoidance Actions:
(hA) all prepaid expenses, credits, advance paymentsrights, claims, securityrebates, refundsdiscounts and credits, performance and other bonds, including insurance claims relating to the Transferred Assets to the extent not paid on or before the Closing Date,
(B) advance payments and prepayments, prepaid rents and other prepaid assets,
(C) causes of action, rights of recovery, rights of set-off, setoff and rights of recoupmentrecoupment in favor of Debtors, depositsand
(D) all rights in and under all express or implied guarantees, charges, sums and fees warranties (including any such item relating to Taxesmanufacturers’ warranties), representations, covenants, indemnities and similar rights in favor of the Debtors;
(iv) all equipment (including medical equipment and instruments), furniture, furnishings, computer hardware, communication equipment, supplies, fixtures, leasehold interests, materials, Inventory and other tangible personal property of Seller’s rights under warrantiesany kind or type that is owned by the Debtors, indemnities used in the Business and all similar rights against third parties located at or within any Facility;
(vi) to the extent related to any Purchased Assetslegally assignable, the Medicare Provider Agreements;
(jvii) to the extent legally assignable, all Owned Intellectual Property Rights and the goodwill associated therewith;
(viii) to the extent legally assignable, all Licensed Intellectual Property Rights, to the extent transferable under the terms thereof or Applicable Law, including the Bankruptcy Code;
(ix) all insurance benefitsbooks and records of the Debtors, including rights and proceedswherever located, arising from or relating to the BusinessTransferred Assets, or including the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and following: sales records, including books of account, ledgers and generalinvoices, financial and inventory records, accounting records, machinery Tax Returns with respect to the Transferred Assets, environmental records and equipment studies, maintenance filesrecords, customer lists, customer purchasing histories, price lists, distribution listscost and pricing information, supplier lists, production databusiness plans, catalogues, quality control records and proceduresmanuals, customer complaints and inquiry filesblueprints, research and development files, passwords patent and trademark files; provided, however, that the Debtors shall retain a right to have a reasonable access to and copying of (including all IT-through its Representatives) the provisions within such materials related passwords and access)to Retained Assets or Retained Liabilities, records and data the Debtors’ rights under the Transaction Documents or that are reasonably required with respect to any audit, investigation or inquiry of any Governmental Authority including Taxing Authorities with respect to periods prior to the Closing; provided further, however, that the Debtors and/or any Person authorized to act on behalf of the Debtors or their bankruptcy estates or to whom Retained Assets are transferred or assigned pursuant to a confirmed Plan, the Bankruptcy Code, or the Bankruptcy Rules (including all correspondence with any Governmental Authority)without limitation a trustee, sales material and records (including pricing historycreditors’ committee, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions or liquidating trust (collectively, an “Books and RecordsAuthorized Person”)), shall have the right to access and copy any and all books and records of the Debtors as such Authorized Person, in its discretion, deems necessary to enable such Authorized Person to take any and all actions in connection with the Retained Assets as such Authorized Person is entitled and/or required to take under the Plan, the Bankruptcy Code, or the Bankruptcy Rules, including without limitation analyzing, evaluating, litigating, and compromising the Avoidance Actions, subject to any requirements or limitations imposed by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and applicable state privacy and confidentiality laws;
(lx) copies the Organizational Documents of Tax ReturnsHospital LP and its minute books, Tax stock and accounting books ownership records and company seals and all other documents and records relating to the organization, maintenance, existence and federal income taxation of Hospital LP; provided, however, that the Debtors shall retain a right to have a reasonable access to and copying of (and related work papers and correspondence from accountantsincluding through its Representatives) the provisions within such materials related to Retained Assets or Retained Liabilities, the Purchased Assets;
(m) all claims and Debtors’ rights in favor under the Transaction Documents or that are reasonably required with respect to any audit, investigation or inquiry of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementGovernmental Authority including Taxing Authorities with respect to periods prior to the Closing; and
(nxi) to the extent legally assignable, all goodwill Licenses and Permits, relating to the going concern value ownership of the Transferred Assets or used in the conduct of the Business.
(b) Except for Specifically Assumed Liabilities and Permitted Post-Closing Liens, all Transferred Assets and the Assets of Hospital LP shall be conveyed free and clear of all Liens, Claims, and Interests to the maximum extent allowed by Sections 363(f) and 1123 of the Bankruptcy Code.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Foundation Healthcare, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall (or shall cause its Subsidiaries to) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and accept from SellerSeller (or its Subsidiary), free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of Seller's and its Subsidiaries' assets, including but not limited to the following assets, properties and rights of every kind Seller and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business its Subsidiaries (collectively, the “"Purchased Assets”"), including but excluding the followingExcluded Assets:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall accounts receivable;
(b) all processes related to running any and all operations the Owned Real Property, as set forth on Section 4.09(a) of the SellerSeller Disclosure Schedules;
(c) all Contractsthe Leased Real Property, including Intellectual Property Agreements, (as set forth on Section 4.09(b) of the “Assigned Contracts”)Seller Disclosure Schedules;
(d) the on and off road mobile equipment, trucks, tractors, and trailers and other vehicles owned by Seller (or its Subsidiary) set forth in Section 2.01(d) of the Seller Disclosure Schedules (the "Vehicles");
(e) all machinery and other equipment owned by Seller (or its Subsidiary) (other than the Vehicles and the Tangible Personal Property), including the machinery and other equipment set forth on Section 2.01(e) of the Seller Disclosure Schedules (the "Owned Equipment");
(f) all machinery and other equipment leased by Seller (or its Subsidiary) that is set forth on Section 2.01(f) of the Seller Disclosure Schedules (the "Leased Equipment");
(g) all office equipment, furniture and fixtures located on the Real Property or otherwise used in the Business (either owned or leased by Seller (or its Subsidiary)) (the "Tangible Personal Property");
(h) all inventories of raw materials, work in process, finished goods, supplies, fuel and other items treated as inventory by Seller (or its Subsidiary) at the Closing Date ("Inventory");
(i) all credits, deposits and prepaid expenses at the Closing Date (to the extent assumable and collectible);
(j) Subject to Section 6.14, all Permits required for the ownership, use and operation of the other Purchased Assets or the conduct of the Business, in each case as currently conducted, but only to the extent such Permits may be transferred under applicable Law (the "Business Permits");
(k) the Intellectual Property Agreements and all Intellectual Property Assets;
(el) all furniturecustomer agreements set forth on Section 2.01(l) of the Seller Disclosure Schedules, fixturesmaster service agreements, equipmentsupply agreements, machinerypurchase orders and all other Contracts to which Seller or its Subsidiary are party that are required to operate the Business (collectively, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”"Assigned Contracts");
(fm) copies of all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent books and records exclusively related to the Business, ownership or post-Closing operation of the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plansrecords, internal financial statements statements, material and marketing research, other than books and promotional surveys, except the communications related to the negotiation and consummation of the Transactions records set forth in Section 2.02(b) (collectively, “"Books and Records”");
(ln) copies of Tax Returnsthe Business Name, Tax and accounting books and records (and related work papers and correspondence from accountants) related to together with the Purchased Assets;goodwill associated therewith
(mo) all claims and rights in favor each of the retention agreements set forth on Section 4.14(c) of the Seller or Disclosure Schedules, including any of its Affiliates under any non-disclosure or confidentialityrepayment, non-compete or non-solicitation, employment, assignment of inventions recoupment or similar agreementrights under such agreements; and
(np) subject to Section 2.02, all goodwill other or additional privileges, rights, interests, properties and assets of every kind and description and wherever located that are used or intended for use in connection with, or that are necessary to the going concern value continued conduct of, the Business as presently conducted. Seller and Buyer acknowledge and agree that a single asset may fall within more than one of the BusinessSection 2.01(a) through Section 2.01(p); such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is required. Seller and Buyer further acknowledge and agree that any single asset that falls within any of Section 2.01(a) through Section 2.01(p) may be transferred through a separate asset transfer listed in this Section 2.01; such fact does not imply that (A) such asset shall be transferred more than once or (B) any duplication of such asset is required.
Appears in 1 contract
Purchase and Sale of Assets. 2.1.1 Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller the Debtors shall sell, contribute, convey, assign, transfer, convey transfer and deliver to the Asset Buyer (or, if there is more than one Asset Buyer, and then to such Asset Buyer shall purchase from Sellerdesignated by the Buyer), free and clear of any all Liens (other than Permitted Liens), and the Asset Buyer(s) shall purchase, acquire and take assignment and delivery of, for the consideration set forth in Section 0, all of Seller’s rightproperties, title and interest in, to and under all of the assets, properties rights, titles and rights interests of every kind and nature, owned or leased by the Debtors (including indirect and other forms of beneficial ownership) as of the Closing Date, which are used in, useful for or otherwise associated with the Acquired Product Lines, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, real or personal and wherever located and whether now existing or hereafter acquired by whomever possessed, including, without limitation, all of the following assets but excluding Excluded Assets pursuant to Section 0 (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All all of the assets to be sold, assigned, transferred and delivered to the Buyer hereunder referred to herein collectively as the "Acquired Assets"):
2.1.1.1 all marketable securities and other short-term investments, deposits and advances, prepaid and other current assets relating to the Acquired Product Lines, including, without limitation, all cash (including, without limitation, checking account balances, certificates of deposit and other time deposits and petty cash);
2.1.1.2 all Accounts Receivables (xxxxher current or noncurrent) and all causes of action specifically pertaining to the collection of all Accounts Receivable;
2.1.1.3 all promotional allowances and vendor rebates and similar items;
2.1.1.4 all Intellectual Property, along with all income, royalties, damages and payments due or payable to the Debtors as of the Business including but not limited Closing or thereafter, including, without limitation, damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations thereof xxd any and all corresponding rights that, now or hereafter, may be secured throughout the Purchased Assets world and all copies and tangible embodiments of any such Intellectual Property in the Debtors' possession or control;
2.1.1.5 all of the Debtors' rights under the Assumed Contracts;
2.1.1.6 all bank accounts, safety deposit boxes, lock boxes and the like and a list of the foregoing shall be set forth on Section 2.01 of the Disclosure ScheduleSchedule 2.1.1.6 attached hereto;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendor shall sell, absolutely assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, free and clear of any LiensEncumbrances (other than Permitted Encumbrances), all of SellerVendor’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business as of and following the Closing Time (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleBusiness;
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations other inventories of the SellerBusiness wherever located and whether held by Vendor or third parties (collectively, the “Inventory”);
(c) all Contracts, including Intellectual the Real Property AgreementsLeases set forth in Section 4.9(a) of the Disclosure Schedules and the IP Licenses set forth in Schedule 4.10(a) to this Agreement (collectively, (the “Assigned Contracts”);
(d) all Intellectual Property owned by Vendor and used primarily in connection with the Business, including without limitation the IP Registrations set forth in Schedule 4.10(a) to this Agreement (collectively, the “IP Assets”);
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business (collectively, the “Tangible Personal Property”);
(f) all Leased Real PropertyPermits but only to the extent such Permits may be transferred under applicable Law;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of SellerVendor’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kh) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that primarily relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.2(g) (collectively, the “Books and Records”);
(li) copies any refunds in respect of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related Non-Income Taxes attributable to the Purchased AssetsBusiness with respect to the Interim Tax Period;
(mj) all claims cash, cash equivalents, proceeds and rights in favor other monies derived from the operation of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Business from the Closing Time to the Closing Date; and
(nk) all goodwill and the going concern value associated with any of the Businessassets described in the foregoing clauses.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyerthe Buyers, and Buyer Buyers shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), in each case which relate to, or are used or held for use in connection with, the Business Project (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets property, claims and rights set forth on in Section 2.01 2.01(a) of the Disclosure ScheduleSchedules;
(b) all processes related to running any and all operations the surface rights agreements set forth in Section 2.01(b) of the SellerDisclosure Schedules (the “Surface Rights Agreements”);
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”)Property;
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems computers and other tangible personal property telephones located in the Veracruz office and core shack (the “Tangible Personal Property”);
(e) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Project as currently conducted or for the ownership and use of the Purchased Assets;
(f) all Leased Real Propertyroyalties or similar instruments of any kind related to the Project held by Seller or any of their Affiliates;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsAssets or the Assumed Liabilities;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, Purchased Assets or the Purchased Assets;Assumed Liabilities; and
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production drilling data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements statements, budgets and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions projections (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, . Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased -Purchased Assets”), including the following:
(a) All of the assets all accounts receivable, notes receivable, and other receivables of the Business including but not limited and any security, claim, remedy or other right related to the Purchased Assets set forth on Section 2.01 any of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any inventory, work in progress, packaging, supplies, parts and all operations other inventories of the SellerBusiness (“Inventory”);
(c) all ContractsContracts set forth on Section 2.01(c) of the Disclosure Schedules, including the Leases set forth on Section 4.13 of the Disclosure Schedules and the Intellectual Property AgreementsAgreements set forth on Section 4.14(a) of the Disclosure Schedules (collectively, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinerysupplies, tools, vehiclesmaterials, office equipmentprototypes, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems improvements and other tangible personal property (the “Tangible Personal Property”);
(f) all the Leased Real PropertyProperty (defined in Section 4.13);
(g) all rights to any Actions Permits, including Environmental Permits, listed on Section 2.01(g) of any nature available to or being pursued by Seller the Disclosure Schedules, but only to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwisesuch Permits may be transferred under applicable Law;
(h) all prepaid expenses, credits, advance payments, claims, security, refundsdeposits, rights of recoverycharges, rights of set-off, rights of recovery or recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)fees;
(i) all of Seller’s rights under warranties, indemnities indemnities, rights to reimbursement and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Comstock Holding Companies, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All cash and cash equivalents, which will be in an amount of not less than the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleClosing Cash Target;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Leased Real Propertythe ICON Business recently acquired by Seller;
(gh) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.18(b) and Section 4.19(b) of the Disclosure Schedules, to the extent permitted to be assigned or transferred under applicable Law;
(i) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, to the extent permitted to be assigned or transferred under applicable Law, but specifically excluding Actions relating to any Excluded Assets;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ik) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets, to the extent permitted to be assigned or transferred under applicable Law;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased Assumed Liabilities, to the extent permitted to be assigned or transferred under applicable Law, but specifically excluding benefits, rights and proceeds relating to any Excluded Assets;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to BuyerBuyer free from any Encumbrance other than Permitted Encumbrances, and Buyer shall purchase from Seller, Seller free and clear of from any LiensEncumbrance other than Permitted Encumbrances, all of Seller’s legal and beneficial right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which that relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), with a view to Buyer carrying on the Business as a going concern in succession to Seller including the following:
(a) All of the assets all accounts receivable of the Business including but not limited to the Purchased Assets set forth on Section 2.01 extent arising from the conduct of the Disclosure ScheduleBusiness before the Closing (“Accounts Receivable”);
(b) all processes related to running any and all operations Contracts set forth on Section 2.01(d) of the Seller;
(c) all ContractsDisclosure Schedules, including the Intellectual Property AgreementsAgreements set forth on Section 4.09(a) of the Disclosure Schedules and the contracts of employment for each Employee set forth on Section 4.12(a) of the Disclosure Schedule (collectively, (the “Assigned Contracts”);
(dc) all user and personal profiles, resumes, and client, CRM, recruiter and other databases, all brands, Website domains, software code, servers, other hardware and all other Intellectual Property Assets, including, without limitation, the right to sxx and recover for past, present or future infringement or other unauthorized use of such Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property of the Business (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(he) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, security deposits, charges, sums and fees (including to the extent related to any such item relating to Taxes)Purchased Assets;
(if) all telephone numbers, fax numbers, e-mail addresses related to or used in the Business;
(g) all Permits owned, held or used by Seller in connection with the Business to the extent transferrable under applicable Law;
(h) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(ji) all insurance benefitsoriginals or, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer listsCustomer Data, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, formulae, designs, specifications, drawings, product development, data, manuals, handbooks, plans and instructions, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing historyrecords, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research and any other information relating to the negotiation and consummation operation, management, administration or financial affairs of the Transactions Business, including business plans, forecasts and information relating to business development (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(mj) all claims and rights in favor of Seller or goodwill associated with any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe assets described in the foregoing clauses; and
(nk) all goodwill and the going concern value other assets of Seller relating to the Business, other than the Excluded Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under all of the assets, properties and rights of every kind Seller and natureits Affiliates, whether realto the extent that such assets, personal or mixed, tangible or intangible (including goodwill), wherever located properties and whether now existing or hereafter acquired (other than rights exist as of the Excluded Assets), which Closing Date and relate to, or are used or held for use in connection with, primarily to the Business (collectively, the “Purchased Assets”), including the following:
(a) All all accounts or notes receivable of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleBusiness;
(b) all processes Contracts primarily related to running any and all operations the Business, including those set forth on Section 2.01(b) of the Seller;
(cDisclosure Schedules, the Leases set forth on Section 4.09(b) all Contracts, including of the Disclosure Schedules and the Intellectual Property AgreementsAgreements set forth on Section 4.10(a) of the Disclosure Schedules (collectively, (the “Assigned Contracts”);
(dc) all Intellectual Property AssetsAssets and all copies and tangible embodiments thereof in whatever form or medium;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business (i) located at Seller’s offices in Buffalo, New York, or (ii) located elsewhere and listed on Section 2.01(d) of the Disclosure Schedules (the “Tangible Personal Property”);
(fe) all rights with respect to all Leased Real Property;
(gf) all rights to any Actions Permits listed on Section 2.01(f) of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwiseDisclosure Schedules;
(hg) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees set forth on Section 2.01(g) of the Disclosure Schedules;
(including h) without duplication of any such item relating to Taxes)other clause in this Section 2.01, all Current Assets included in the Closing Working Capital Statement;
(i) all of Seller’s rights under warranties, indemnities indemnities, claims, credits, causes of action or rights of set-off against third parties and all similar rights against third parties to the extent related to any other Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not availableavailable or contained within records or electronic systems of Seller also used for businesses other than the Business, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance filesTax Returns that exclusively relate to the Business or the Purchased Assets, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that primarily relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(d) (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nk) all goodwill associated with the Business and the going concern value any of the BusinessPurchased Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sellsells, assignassigns, transfertransfers, convey conveys and deliver delivers to Buyer, and Buyer shall purchase purchases from Seller, free and clear of any Liensall Encumbrances, all of Seller’s right, title and interest in, to and under all the following assets as they exist on the Closing Date (unless otherwise specifically specified as of the assetsanother date below), properties and rights of every kind and naturein each case whether tangible or intangible, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business mixed (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure SchedulePipeline Loans, together with all related Mortgage Files, Mortgage Loan Documents and other documentation and files related solely thereto;
(b) all processes related to running any and all operations of the SellerPurchased IP;
(c) all Contractsthe Purchased Tangible Assets;
(d) the Contracts listed on Schedule 2.01(d) (collectively, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification the information technology systems and other tangible personal property software of Seller described on Schedule 2.01(e) (the “Tangible Personal PropertyPurchased IT Systems”);
(f) all Leased Real Propertythe Customer Database;
(g) all rights to any Actions of any nature available to client lists, customer lists, supplier lists, mailing lists, do not call lists and other data necessary or being pursued used by Seller prior to the extent related to Effective Date in the operation of the Business, or the Purchased Assetsincluding service and warranty records, whether arising by way of counterclaim operating guides and manuals, studies, and correspondence (electronic or otherwise);
(h) all prepaid expenses, credits, advance payments, claims, security, refunds[reserved];
(i) the Actions, rights of recovery, rights of set-off, rights of recoupment, depositsdemands and any other rights or claims as they exist on or arise after the Effective Date related solely to the Purchased Assets, chargesthe Assumed Liabilities and any foreclosure, sums recovery and fees other loss mitigation activities commercially reasonably necessary to the operation of the Business, and, with respect to any vendors with whom Seller has conducted business in the year prior to the Effective Date (including, for the avoidance of doubt, any vendor that is a party to an Assigned Contract), all preference or avoidance claims and Actions of Seller related thereto, including any such item relating to Taxes);
(i) all claims and actions arising under sections 544, 547, 548, 549, and 550 of Seller’s rights under warrantiesthe Bankruptcy Code, indemnities and all similar rights against third parties solely to the extent related that Buyer continues to any Purchased Assetsengage such vendor in connection with the operation of the Operating Division following the Closing Date;
(j) all insurance benefits, including rights to receive mail and proceeds, arising from or relating other communications addressed to Seller necessary to the operation of the Business, the ownership of the Purchased Assets or assumption of the Assumed Liabilities, including any mail and communications from trustees, customers, suppliers, loan servicers, distributors and their respective Representatives;
(k) all goodwill associated solely with the Purchased Assets, including all goodwill associated solely with the Purchased IP and all rights under any confidentiality agreements executed by any third party for the benefit of Seller to the extent relating solely to the Business or the Purchased Assets;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreementsextent transferable, books all guaranties, warranties, indemnities and records, including books similar rights in favor of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related Seller to the negotiation and consummation extent necessary to the operation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related Business or attaching to the ownership of any Purchased AssetsAsset or Assumed Liability;
(m) all claims and rights in favor of Seller or to the LOS Software, including any of its Affiliates under any non-disclosure or confidentialitylicenses, non-compete or non-solicitationsource code, employmentconfiguration settings, assignment of inventions or similar agreementsystem documentation, system architecture and designs; provided, that Buyer acknowledges that Seller will have rights to the LOS Software pursuant to the Sublicense Agreement; and
(n) all goodwill and the going concern value of the Businessother assets listed on Schedule 2.01(n).
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensencumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of all contracts, including contracts (“Intellectual Property Agreements”) granting rights to use Intellectual Property, as defined in Section 3.07 (collectively, the assets of the Business including but not limited to the Purchased Assets “Assigned Contracts”), set forth on Section 2.01 Schedule 1.01(a) of the disclosure schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement (the “Disclosure ScheduleSchedules”);
(b) all processes related to running any and all operations Intellectual Property that is owned by Seller or used or held for use in the conduct of the Seller;
(cBusiness as currently conducted set forth on Schedule 1.01(b) all Contracts, including Intellectual Property Agreements, of the Disclosure Schedules (the “Assigned ContractsIntellectual Property Assets”);
(d) all Intellectual Property Assets;
(ec) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property set forth in Schedule 1.01(c) of the Disclosure Schedules (the “Tangible Personal Property”);
(fd) all Leased Real Property;
permits (g) all rights to any Actions of any nature available to or being pursued “Permits”), including environmental permits, which are held by Seller to and required for the extent related to conduct of the Business, Business as currently conducted or for the ownership and use of the Purchased Assets, whether arising including, without limitation, those listed on Schedule 1.01(d) of the Disclosure Schedules delivered by way Seller and Buyer concurrently with the execution and delivery of counterclaim or otherwisethis Agreement;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(ie) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kf) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(ng) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc)
Purchase and Sale of Assets. Subject On the Closing Date and subject to the terms and conditions set forth herein, at the Closingin this Agreement, Seller shall will sell, assign, transfer, deliver and convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any all Liens, and Buyer will purchase and receive from Seller, all of Seller’s right, title title, and interest in, in and to and under all of the assets, rights and properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (intangible, including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)acquired, which relate to, or are used or held for use in connection with, the Business (except for the Excluded Assets), including, without limitation, the assets, rights and properties of Seller listed below (collectively, the “Purchased Acquired Assets”), including the following:):
(a) All of all Intellectual Property Rights owned or licensed to Seller, including, without limitation, the assets of the Business including but not limited to the Purchased Assets set forth Seller Owned Intellectual Property identified on Section 2.01 of the Disclosure ScheduleSchedule 2.1(a) (“Acquired Intellectual Property Rights”);
(b) all processes related Technology (including Software) owned or licensed to running any and all operations of Seller (collectively, the Seller“Acquired Technology”);
(c) all Contractstangible hardware assets that are owned or used by Seller that are necessary for the development, including Intellectual Property Agreementscompilation, maintenance and operation of the Acquired Technology (the “Assigned ContractsAcquired Hardware”);
(d) all rights of Seller or its Subsidiaries under Contracts, licenses and other agreements (i) related to or necessary for the development, compilation, maintenance and operation of the Acquired Technology; (ii) pursuant to which any Person has licensed or granted any right to Seller or its Subsidiaries in any Intellectual Property AssetsRights; (iii) with any of Seller’s customers or prospective customers listed in Schedule 2.1(d)(iii); (iv) with any of Seller’s vendors or circuit providers listed on Schedule 2.1(d)(iv); or (v) set forth on Schedule 2.1(d)(v) (collectively, the “Acquired Contracts”);
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration owned or purification systems and other tangible personal property (the “Tangible Personal Property”)leased real property;
(f) all Leased Real PropertyBooks and Records (except as set forth in Section 2.2(a) and Section 2.2(i));
(g) all rights to any Actions of any nature available to Technology, data, documents, papers, materials, databases and records (in paper or being pursued by Seller to the extent electronic format) related to the Business, including past, present, and prospective client, customer, supplier, registered users and advertiser lists and records, related telephone numbers, email addresses and other contact information, referral sources, copies of any documents constituting or relating to the Purchased AssetsAcquired Contracts, whether arising by way of counterclaim or otherwisegraphics, artwork, technical specifications, financial and accounting records, creative materials, public relations and advertising materials, sales literature and data, photographs, promotional materials, studies, reports, correspondence and other similar data, and any and all Intellectual Property Rights pertaining to the foregoing;
(h) all prepaid expensesGovernment Permits held or used by Seller in connection with, creditsor required for, advance paymentsthe operation and use of the Acquired Intellectual Property Rights, Acquired Technology, Acquired Hardware and Acquired Contracts (the “Assigned Permits”);
(i) all of the intangible rights and property of Seller, including: the Seller’s legal name, going concern value, all goodwill associated with any Acquired Asset or the Business (including all goodwill associated with any Trademarks that transferred as part of the Acquired Assets), attorney-client privilege rights (other than such rights arising from the Acquisition Transactions), telephone and telecopy numbers, directory listings, e-mail addresses, and the rights to seek past and future damages with respect to all such intangible rights and property;
(j) all claims, securitycauses of action, choses in action, defenses, deposits, prepayments, refunds, rights of recovery, rights of set-off, and rights of recoupment, depositsof any kind or character (whether xxxxxx or inchoate, chargesknown or unknown, sums contingent or non-contingent) which: (i) arise under the Acquired Contracts, (ii) which arise with respect to past and fees future violation, misappropriation or infringement of Seller Owned Intellectual Property Rights and rights to damages and other remedies for past and future violation, misappropriation or infringement of Seller Owned Intellectual Property Rights, or (including iii) otherwise relate to any such item relating to Taxes)of the Acquired Assets or Assumed Liabilities;
(ik) all rights to grant releases for past infringement and misappropriation of Seller Owned Intellectual Property Rights;
(l) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Acquired Assets;
(m) all claims the assets and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; andspecifically set forth on Schedule 2.1(m);
(n) all goodwill computers and other tangible personal property used by the going concern value Transferred Business Employees;
(o) all accounts or notes receivable held by Seller; and
(p) assets and rights of Seller’s Subsidiaries, the BusinessPrincipal Members or third parties set forth on Schedule 2.1(p), which shall include Intellectual Property Rights and other assets held by such parties (and any such Intellectual Property Rights shall be deemed to be Seller Owned Intellectual Property and Acquired Intellectual Property Rights for all intents and purposes of this Agreement), and which shall be contributed by such Subsidiaries to Seller prior to the Closing.
Appears in 1 contract
Purchase and Sale of Assets. Subject to (a) At the Closing, on the terms and subject to the conditions set forth herein, at the Closingin this Agreement, Seller shall will sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under (i) all of the assetsassets and properties of Seller listed in Section 1.1A of the Disclosure Schedule, (ii) all spare parts, inventory, contract rights (to the extent transferable), and permits (to the extent transferable) associated with the assets and properties and listed in Section 1.1A of the Disclosure Schedule, (iii) all Records, (iv) all of the Real Property described in Section 1.2 below, (v) the rights of every kind Seller and nature, whether real, personal or mixed, tangible or intangible Subsidiary under the Assigned Contracts and the Property Agreements listed in Section 1.1B of the Disclosure Schedule (including goodwillsubject to the provisions of Section 1.3); and (vi) all trade secrets and know how related to the assets and properties listed in Section 1.A of the Disclosure Schedule (the “Intellectual Property”), wherever located subject in each case to consumption and whether now existing or hereafter acquired replenishment by Seller in the ordinary course of business (other than the Excluded Assets), which relate to, or are used or held for use assets described in connection with, the Business foregoing clauses (collectively, i) through (vi) being hereinafter collectively referred to as the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;.
(b) all processes related Notwithstanding anything to running any the contrary contained herein, the following assets and properties of Seller are specifically excluded from the Purchased Assets and shall be retained by Seller:
(i) All cash on hand and temporary cash equivalents, including bank accounts and temporary cash investment, and all operations accounts receivable (including employee accounts receivable) and all sums due for services performed or equipment provided by Seller prior to the Effective Time including; if any, unbilled receivables as of the Effective Time;
(ii) All claims of Seller for refunds of taxes and other governmental charges for periods ending on, or prior to the Effective Time and the benefit, if any, of net operating loss carryforwards or carrybacks, or any other tax attributes, of Seller;
(ciii) Except to the extent specifically provided, all Contractsclaims or rights of Seller, including Intellectual if any, against third parties based on facts or events occurring prior to the Effective Time;
(iv) Except for the Assigned Contracts and the Property Agreements, all rights under any contracts, agreements, leases, sales orders, purchase orders, and other arrangements and commitments between Seller and third parties;
(v) All insurance policies and rights thereunder, including rights to any cancellation value on the Closing Date;
(vi) All proprietary or confidential business or technical information; intellectual property, records and policies which relate to Seller or its lines of business other than the Intellectual Property and the Records;
(vii) All marks of Seller and Seller’s affiliates including any and all trademarks or service marks, trade names, slogans or other intellectual property relating to or including the name “Assigned Contracts”Global” or “Global Industries” or any derivatives or variations thereof, the logos of Seller and its Affiliates and any derivatives thereof, and Seller’s proprietary computer programs or other software (other than the Intellectual Property);
(dviii) all Intellectual Property AssetsAll assets related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to Seller or its employees;
(eix) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (That portion of the tract of land identified in Section 1.2(a)(2) of the Disclosure Schedule as the “Tangible Personal Excluded Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued ” and initialed by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor officers of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementand Buyer; and
(nx) all goodwill and the going concern value All assets of the BusinessSeller not specifically transferred pursuant to this Agreement.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:,
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall Transmission Assets;
(b) all processes related to running any and all operations of the SellerDistribution Assets;
(c) all ContractsGeneration Assets other than the Eklutna Generation Assets;
(d) all Customer Services Assets;
(e) Transferred Cash;
(f) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, stored gas, BRU fuel inventory, and other inventories (“Inventory”);
(g) all Contracts relating to the Business or by which the Purchased Assets may be bound, including Intellectual Property Agreements, including those set forth on Section 2.01(g) of the Disclosure Schedules (the “Assigned Contracts”);
(dh) all Intellectual Property Assets;
(ei) all furniture, fixtures, equipment, machinery, tools, vehicles, rolling stock, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(fj) all Owned Real Property (including the Storage Facility) and Leased Real PropertyProperty and easements and Other Real Property Interests;
(gk) all BRU Interests;
(l) all Permits, including Environmental Permits, that are held by Seller, transferable, and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(m) all rights to any Actions of any nature available to or being pursued by Seller (including any appeals by Seller of the denial by the State of Alaska Department of Revenue of gas production tax credits) to the extent related to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hn) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums sums, and fees (including any such item relating to the payment of Taxes);
(io) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jp) all insurance benefits, including rights and proceeds, arising from or relating to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kq) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, purchasing records, manuals, equipment repair, maintenance or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, drawings, procedures and other similar items of Seller, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access)records, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements, whether existing in hard copy or magnetic or electronic form (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nr) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens other than Permitted Liens, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(ai) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleCash and cash equivalents;
(bii) all processes [Intentionally left blank]
(iii) All accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(civ) all All inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(v) All Contracts, including Intellectual Property Agreements, set forth in Schedule 4.11 (the “Assigned Contracts”);
(dvi) all All Intellectual Property Assets;
(evii) all All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fviii) all Leased Real PropertyAll Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 4.17(ii) (if any);
(gix) all All rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hx) all All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ixi) all All of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jxii) all All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kxiii) originalsOriginals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nxiv) all All goodwill and the going concern value of the Business.;
Appears in 1 contract
Samples: Asset Purchase Agreement (Troika Media Group, Inc.)
Purchase and Sale of Assets. Subject Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, upon the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances (including, without limitation, any Environmental Claims and Employment-related Claims, to the fullest extent permitted by Law), other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located located, whether directly or indirectly held, and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including Intellectual Property AgreementsLicenses, set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ik) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(mn) all claims and rights shares of or other ownership interests in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Subsidiary; and
(no) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions set forth hereinof this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered, to the Purchaser, and Buyer the Purchaser shall purchase from the Seller, free and clear of any Liens, all of the Seller’s right, title and interest in, in and to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible following assets (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:):
(ai) All of the assets machinery, equipment, computers, tools, tooling, furniture, fixtures and leasehold improvement used exclusively in the operation of the Business including but not limited to the Purchased Assets set forth on in Section 2.01 2.01(a)(i) of the Disclosure Schedule;
(ii) all customer lists, supplier lists, marketing material and source files therefor solely related to the Business;
(iii) all supplies, consumable materials and other similar assets on hand as of the Closing, wherever located;
(iv) the Inventories set forth in Section 2.01(a)(iv) of the Disclosure Schedule;
(v) all prepaid expenses solely related to the Business;
(vi) all rights and obligations with respect to the Leased Real Property listed on Section 3.06 of the Disclosure Schedule;
(vii) the books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and any rights thereto owned, solely associated with or solely employed by the Seller in the conduct of the Business;
(viii) the Receivables arising from sales on or following the Closing Date;
(ix) the Transferred Intellectual Property, Transferred Software and the Transferred IP Agreements (to the extent transferable);
(x) the rights of the Seller under the Assigned Contracts, other than Transferred IP Agreements, as set forth in Section 2.01(a)(x) of the Disclosure Schedule; and
(xi) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Seller solely in connection with the Business, to the extent transferable.
(b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the Seller’s right, title and interest in or to any assets of the Seller not expressly included in the Purchased Assets (the “Excluded Assets”), including:
(i) the Purchase Price Bank Account;
(ii) all processes cash and cash equivalents, securities, and negotiable instruments of the Seller on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation of the Seller or any Affiliate;
(iii) any rights to Tax refunds, credits or similar benefits, including short-term prepaid deferred Taxes, attributable to the Purchased Assets or Business and relating to the taxable period ending on or prior to the date of the Closing or portion of the taxable period which ends after the date of the Closing for which Seller paid taxes;
(iv) the company seal, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence or capitalization of the Seller, as well as any other records or materials relating to the Seller generally and not involving or related to running any the Purchased Assets or the operations of the Business;
(v) all rights of the Seller under this Agreement and all operations the Ancillary Agreements;
(vi) Tax Returns of the Seller;
(cvii) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”Receivables arising prior to the Closing Date and set forth in Section 2.01(b)(vii);
(dviii) all Intellectual Property Assetscurrent and prior insurance policies of the Seller and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;
(ex) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration software associated with the Microsoft Enterprise Agreement or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation software on computers of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the BusinessBusiness that is not transferrable.
Appears in 1 contract
Samples: Asset Purchase Agreement (White Electronic Designs Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers, on behalf of themselves and their respective subsidiaries, shall sell, assign, transfer, convey and deliver deliver, or caused to be sold, assigned, transferred, conveyed and delivered, to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ and their respective subsidiaries’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate toare used, or are used or held for use or useful in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of all Intellectual Property Assets, including the assets of the Business including but not limited to the Purchased Assets Intellectual Property Registrations set forth on Section 2.01 of the Disclosure ScheduleSchedule 2.1(a);
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property AgreementsLicenses, set forth on Schedule 2.1(b) (the “Proposed Contracts”) that Buyer designates in writing on or before the Closing (designated Contracts referred to herein as the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(ec) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fd) all Leased Real PropertyPermits which are held by Seller or an Affiliate and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed on Schedules 4.16(b) and 4.17(b);
(ge) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssigned Contracts, whether arising by way of counterclaim or otherwise;
(hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)received on account of the Assigned Contracts;
(ig) all of each Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jh) all business relationships related to the Purchased Assets;
(i) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;; and
(kj) originals, or where not available, copies, of all research the following books and files records relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, Business: machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind Seller, to the extent that such assets, properties and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located rights exist as of the Closing Date and whether now existing or hereafter acquired (other than the Excluded Assets), which exclusively relate to, or are used or held for use in connection with, to the Business (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleLicenses;
(b) all processes related to running any on hand inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations other inventories of the SellerBusiness (“Inventory”);
(c) all ContractsContracts set forth in Exhibit D collectively, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business (the “Tangible Personal Property”);
(fe) all Leased Real PropertyPermits of the Business, as listed in Exhibit E, but only to the extent such may be transferred under applicable Law;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including fees, to the extent related to any such item relating to Taxes)Purchased Assets;
(ig) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jh) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that exclusively relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(g) (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(ni) all goodwill and the going concern value associated with any of the Businessforegoing.
Appears in 1 contract
Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer Buyer, in reliance on the representations, warranties and covenants of Seller and the Owners contained herein, shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, in and to and under all of the assets, properties and rights of every nature, kind and naturedescription, whether tangible or intangible, real, personal or mixed, tangible accrued, unaccrued or intangible contingent (including goodwill), wherever located and whether now existing or hereafter acquired (other than prior to the Excluded Assets)Closing Date, which relate related to, or are used or held for use in connection withwith the Business, as the Business same shall exist on the Closing Date, whether or not carried or reflected on or specifically referred to in Seller’s books or financial statements or in the Schedules hereto, other than the Excluded Assets (collectively, the “Purchased Assets”), in each case free and clear of any Encumbrances other than Permitted Encumbrances, including all of Seller’s right, title and interest under, in or to (as applicable) the following:
(a) All all accounts or notes receivable, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories, wherever located (“Inventory”);
(c) all Contracts, including Intellectual Property Agreements, the Contracts listed on Schedule 2.1(c) (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real PropertyPermits listed on Schedule 2.1(f), but only to the extent such Permits may be transferred under applicable Law;
(g) all rights in respect of the Leased Real Property listed on Schedule 2.1(g);
(h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all credits, rebates (including ACH payments, credit memos and any other rebates based on purchase volumes), prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)fees;
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any the Business, the Purchased AssetsAssets or the Assumed Liabilities (and proceeds in respect thereof);
(jk) all insurance benefitsbenefits arising under insurance policies in effect as of immediately prior to the Closing, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities prior to the Closing;
(kl) all personnel and employment records of Transferring Employees;
(m) originals, or where not availableavailable (or in the case of Tax Returns), copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data correspondence (including all correspondence with any Governmental AuthorityAuthority but excluding pre-Closing privileged correspondence belonging to the Seller or any Owner), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation Tax Returns of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (Seller and related work papers and correspondence from with accountants) related , and files relating to the Purchased Intellectual Property Assets;
(mn) all claims and rights rebates paid to Seller, regardless of when paid, in favor respect of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; andthe Business;
(no) all goodwill and the going concern value of the Business;
(p) Customer Deposits and the bank accounts for such Customer Deposits; and
(q) the operating bank accounts listed on Schedule 2.1(q) (the “Operating Accounts”) and the Closing Cash in the Operating Accounts.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver deliver, and Seller shall cause its Affiliates to sell, assign, transfer and convey and deliver, to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired and whether or not reflected on the books and records of Seller (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
: all Receivables; all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, all Pharmaceutical Products, and all other operating supplies and other inventories (a) All of “Inventory”); all Contracts related to Seller and the assets of the Business Business, including but not limited to the Purchased Assets Intellectual Property Licenses, and including those set forth on Section 2.01 2.01(c) of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Schedules (the “Assigned Contracts”);
(d) ; all Intellectual Property Assets;
(e) ; all tangible personal property owned by or leased to Seller including without limitation, furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, suppliestrade fixtures, computerscomputer equipment, telephonescomputer systems, keysfurnishings, storage tanksmachinery, water filtration or purification systems and other tangible personal property tenant improvements, security equipment, communications equipment, equipment operation manuals, if any (the “Tangible Personal Property”);
, including but not limited to those items listed on Section 2.01(e) of the Disclosure Schedules, with all equipment and other personal property leases for such Tangible Personal Property (f) “Personal Property Leases”); all Owned Real Property and all leasehold interests in the Leased Real Property (collectively, the “Real Property;
”), together with the building, fixtures and other improvements located on such Real Property, set forth on Section 2.01(f) of the Disclosure Schedules (gthe “Acquired Real Property”); all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.18(b) and Section 4.19(b) of the Disclosure Schedules, to the extent transfer is permitted by Law or the terms thereof; all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) , including without limitation the right to sxx for past, present and future infringement of any Intellectual Property Assets; all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits (including any cash deposits), charges, sums and fees (including fees, excluding any such item relating of the foregoing related to Taxes);
(i) or constituting Taxes or Tax refunds or credits; all of Seller’s rights under warranties, guaranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) ; originals, or where not available, copies, of all research books and files records relating to the Intellectual Property Assets or the Intellectual Property AgreementsBusiness, books and recordsincluding, including but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, Communication Addresses, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses, and personnel files for Transferred Employees (collectively, the “Books and Records”);
(l) copies of Tax Returns, Tax but excluding Books and accounting books and records (and Records related work papers and correspondence from accountants) related solely to the Purchased Assets;
(m) all claims and rights in favor Taxes of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementand other Books and Records which Seller is required by applicable Laws to retain; and
(n) all goodwill and the going concern value of the Business; and all rights of Seller arising under or relating to the obligations to the extent expressly assumed by Buyer at Closing pursuant to Section 2.03.
Appears in 1 contract
Samples: Asset Purchase Agreement (MWI Veterinary Supply, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereincontained in this Agreement, at the Closing, Seller shall will, and will cause its Affiliates to, sell, assignconvey, transfer, convey assign and deliver to BuyerBuyer or its designated Affiliate, and Buyer shall will purchase and receive from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, in and to and under all of the assets, properties and rights of every kind and natureSeller as of the Closing that are used in, whether realheld for use in, personal or mixedrequired for the continued operation of the Business, tangible or intangible (including goodwill), in each case wherever located and whether now existing or hereafter acquired (other than not the Excluded Assets)asset, which relate toproperty or right appears on Seller’s books and records, or are used or held for use in connection with, including the Business following (collectively, excluding only the Retained Assets, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets all (i) vehicles set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property AgreementsSchedule 1.1(a), (ii) production and machinery equipment and office furniture and equipment located at the “Assigned Contracts”);
Owned Real Property, (diii) all Intellectual Property Assets;
personal computers and laptop computers that are assigned to a Business Employee or that are assigned to a specific workstation located at the Owned Real Property, and (eiv) all furnituretooling, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and materials and any other items of tangible personal property (other than the Inventory), together with any express or implied warranty by the manufacturers, lessors or suppliers of such assets or any component thereof and all maintenance records and other documents relating thereto, including those items set forth on the attached Schedule 1.1(a) (the “Tangible Personal Property”);
(b) all inventories, wherever located and whether in transit or in storage, including all finished goods, work in process and raw materials, and all packaging materials, spare and replacement parts, and all other materials and supplies to be used, sold, resold or distributed by the Business, together with all express or implied warranties, rights of return, rebate rights, and all other rights relating to the foregoing (the “Inventory”);
(c) the prepaid expenses set forth on the attached Schedule 1.1(c) (the “Prepaid Expenses”);
(d) all rights and benefits under the Contracts listed on Schedule 1.1(d) (the “Assigned Contracts”);
(e) all Intellectual Property (including all Patents, Marks and Copyrights listed on Schedule 1.1(e)), all tangible and electronic embodiments of the Intellectual Property, and all rights to institute or maintain any Proceeding or other action to protect the Intellectual Property or recover damages for any past or present infringement thereof;
(f) all Leased Real PropertyPermits relating to the Business to the extent transferable under applicable Law, including those listed on Schedule 1.1(f);
(g) all rights to any Actions right, title and interest of any nature available to or being pursued by Seller to in the extent related to Owned Real Property and all of Seller’s interest therein and all right, title and interest in the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwiseLeases listed on Schedule 1.1(g);
(h) all prepaid expensesinformation, creditsbooks and records, advance paymentsincluding files, claimscomputer files and records, securityinvoices, refundscredit and sales records, rights personnel records of recoveryBusiness Employees (subject to applicable Law), rights of set-off, rights of recoupment, deposits, charges, sums and fees customer lists (including any such item relating to Taxescopies of customer Contracts), supplier lists (including supplier cost information), prospect lists (including mailing and calling lists), manuals, drawings, business plans and other plans and specifications, accounting and financial books and records, sales literature, price lists and discounts, promotional signs and literature, marketing and sales programs, manufacturing and quality control records and procedures and know-how, in each case that are used in, held for use in or required for the continued operation of the Business (the “Business Information”);
(i) all of Seller’s rights under warrantiestelephone and facsimile numbers, indemnities email addresses and Internet domain names including those set forth in Schedule 1.1(i), and all similar other intangible rights against third parties and properties related to the extent related to any Business or the Purchased Assets, including going concern value and goodwill, and all rights to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof;
(j) all insurance benefits, including rights and proceeds, claims of Seller against Third Parties or any other Person arising out of the operation of the Business (unless relating exclusively to Retained Assets or Retained Liabilities) or arising from or relating to the Business, Purchased Assets or the Purchased Assets;Assumed Liabilities, whether xxxxxx or inchoate, matured or unmatured, known or unknown, contingent or not contingent, including all insurance benefits, rights and proceeds and all rights arising from or relating to deposits, prepaid expenses, claims for refunds and rights to set-off; and
(k) originals, or where not available, copies, of all research the computer hardware and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books software and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(lother assets set forth in Schedule 1.1(k) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businesshereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Toro Co)
Purchase and Sale of Assets. Subject to 1.1 On the terms and subject to the conditions set forth hereinin this Agreement, at the Closing, Seller shall BUYER will purchase from PC DYNAMICS, and PC DYNAMICS will sell, transfer, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under BUYER; all of the assetsfollowing assets (the "Assets"):
(a) the machinery, properties equipment, and rights of every kind furniture owned by PC DYNAMICS on the Closing Date and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business listed on Schedule 1 attached hereto (collectively, the “Purchased Assets”"Equipment"), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;; and
(b) all processes related the raw materials and supplies, work and goods in process and finished goods inventories owned by PC DYNAMICS on the Closing Date, excluding obsolete inventory or finished goods inventory that is not subject to running any a purchase order, and all operations of listed on Schedule 2 attached hereto (collectively, the Seller;"Inventory"):
(c) all Contractsaccounts receivable due to PC DYNAMICS on the Closing Date and listed on Schedule 3 attached hereto (collectively, including Intellectual Property Agreements, (the “Assigned Contracts”"Accounts Receivable");
(d) all Intellectual Property Assetsdeposits of PC DYNAMICS which are listed on Schedule 4 attached hereto (collectively, the "Deposits");
(e) all furniturecontracts, fixturesagreements, equipmentpurchase or sale orders to which PC DYNAMICS is a party (collectively, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”"Contracts");.
(f) to the extent legally assignable, all Leased Real Propertylicenses, approvals, permits and certificates obtained from governmental agencies and held by PC DYNAMICS as of the Closing Date;
(g) all rights telephone numbers currently assigned to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwisePC DYNAMICS;
(h) the name "PC DYNAMICS" and any related or derivative name; and
(i) the business of PC DYNAMICS as a going concern and all prepaid expensesgoodwill of, creditsin, advance paymentsrelated to or associated with such business.
1.2 Notwithstanding anything contained in Section 1.1 to the contrary, claimsPC DYNAMICS is not selling, securityand BUYER is not purchasing, refundspursuant to this Agreement, rights any of recoverythe following, rights all of set-off, rights which shall be retained by PC DYNAMICS:
(a) the consideration delivered or to be delivered to PC DYNAMICS pursuant to this Agreement;
(b) the right of recoupment, deposits, charges, sums and fees PC DYNAMICS to enforce the obligations of BUYER under the Transaction Documents (including any such item relating to Taxesas defined below);
(ic) all the cash and bank accounts of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsPC DYNAMICS;
(jd) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assetsany claims asserted by PC DYNAMICS in any litigation involving PC DYNAMICS;
(ke) originalsPC DYNAMICS' minute books, or where not available, copies, of all research tax returns and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);other corporate documents
(lf) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementFacility; and
(ng) all goodwill any other asset which is not specifically enumerated in
1.3 BUYER acknowledges and agrees that PC DYNAMICS makes no warranties with respect to the Assets and the going concern value Assets are being said "AS IS" and "WHERE IS" and all warranties, express or implied, of merchantability or fitness for purpose or otherwise with respect in the condition, quality or suitability of the BusinessAssets, are hereby expressly disclaimed.
1.4 As promptly as practicable after the Closing, and in consideration of the obligations and payments recited herein, M-Wave, Inc. agrees to:
(i) cause PC DYNAMICS to transfer any remaining assets and liabilities (contingent or otherwise) of PC DYNAMICS to M-Wave, Inc. and (ii) immediately thereafter transfer to PlC all of the outstanding shares of PC DYNAMICS to PIC.
Appears in 1 contract
Samples: Asset Purchase Agreement (Espos Inc)
Purchase and Sale of Assets. Subject to Except as set forth in Section 1.02, upon the terms and subject to the conditions set forth herein, at the Closing, Seller Sellers shall sell, assignconvey, transfer, convey assign, quitclaim and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from Sellerthe Sellers, free and clear of any Liensand all Encumbrances, all of Seller’s worldwide right, title and interest inof Sellers in and to the following properties, to and under all of the assets, properties Contracts, rights and rights of every kind and naturechoses in action, whether tangible or intangible, whether real, personal or mixed, tangible whether accrued, contingent or intangible (including goodwill)otherwise, and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)located, which relate to, or that are used or held for use in connection withwith the Business, as the Business same may exist on the Closing Date (collectively, the “Purchased Assets”), including the following:"ASSETS"):
(a) All all Intellectual Property, goodwill associated therewith, 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 assets laws of all jurisdictions, including, without limitation, the Business including but not limited to the Purchased Assets set forth Intellectual Property identified on Section 2.01 of the Disclosure ScheduleSCHEDULE 3.10;
(b) all processes related to running any tangible personal property (including, without limitation, inventory, machinery, equipment, appliances and all operations of furniture), including, without limitation, the Sellertangible personal property located at 101 Shipyard Way, Suite C, and 151 Shipyard Way, Newport Beach, Califxxxxx;
(c) all Contractsaxx xxxxxxxx xxxxxxxxxx (xx xxx xxx xxxxxxx sheet), including Intellectual Property Agreementsnotes, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furnitureprepaid items and expenses, fixturesdeferred charges, equipmentrights of offset, machineryclaims for refund, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights receivables or right to any Actions payment of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees whatsoever (including any such item relating to Taxesthe payment of taxes), relating to the Business (collectively, "Receivables") existing on the Closing Date and all such items arising thereafter, a true, correct and complete list of which, as they existed on March 31, 2003, is set forth hereto as SCHEDULE 3.04(a);
(d) cash and cash equivalents of Sellers received from the Business prior to, and existing on, the Closing Date;
(e) cash and cash equivalents of the Sellers received from the Business on and after the Closing Date;
(f) the real and personal property lease agreements and leasehold improvements identified on SCHEDULE 3.06(a) and 3.06(b) respectively;
(g) all Software and the Contracts related thereto used or held for use in or relating to the Business, including, without limitation, the items specified on SCHEDULE 3.10;
(h) all worldwide right, title and interest of the Sellers in and to all Contracts, agreements, arrangements, instruments and documents specified on SCHEDULE 3.11 (the "ASSUMED CONTRACTS");
(i) all goodwill of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsSellers in the Business;
(j) all insurance benefitsbooks, including rights records, files, manuals and proceedsother similar materials, arising from including, advertising materials, marketing materials, brochures, business and marketing plans and proposals, production data, sales and promotional materials and records, purchasing materials and records, files for past, existing and contemplated projects, media materials, accounting, financial and fiscal records (copies), sales order files, customer lists and customer records in any form (and all software related to any such customer records, to the extent transferable), whether of past or present customers or potential future customers, of the Business, advertiser lists, receipts and computer records relating to the Assets, standard operating procedures, correspondence, customer relation information, and any other trade secrets, confidential or proprietary information pertaining to the Business (the "BUSINESS RECORDS");
(k) all claims, choses in action, causes of action and judgments relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or other Assets, PROVIDED, HOWEVER, that all avoidance actions available to the Intellectual Property Agreements, books and recordsSellers under applicable law, including books of accountbut not limited to those included under Sections 544, ledgers 545, 547, 548, 549, 550 and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation 553 of the Transactions (collectively, “Books and Records”)Bankruptcy Code shall be retained by the Sellers;
(l) copies of Tax Returnsall certifications, Tax franchises, approvals, permits licenses, orders, registrations, certificates, variances and accounting books other similar permits or rights obtained from any Governmental Entity or professional or trade organization utilized in operating the Business and records (and related work papers and correspondence from accountants) related to the Purchased Assetsall pending applications therefor;
(m) all claims third party warranties and rights in favor of Seller or guarantees with respect to any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Assets; and
(n) all goodwill and rights to receive insurance proceeds relating to the going concern value damage, destruction or impairment of any of the BusinessAssets subsequent to the date hereof but prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sunland Entertainment Co Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Owned Real Property and Leased Real Property;
(gh) all Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ik) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances, all of Seller’s right, title and interest in, to and under all the following assets as they exist on the Closing Date (unless otherwise specifically specified as of the assetsanother date below), properties and rights of every kind and naturein each case whether tangible or intangible, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business mixed (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure SchedulePipeline Loans, together with all related Mortgage Files, Mortgage Loan Documents and other documentation and files related solely thereto;
(b) all processes related to running any and all operations of the SellerPurchased IP;
(c) all Contractsthe Purchased Tangible Assets;
(d) the Contracts listed on Schedule 2.01(d) (collectively, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification the information technology systems and other tangible personal property software of Seller described on Schedule 2.01(e) (the “Tangible Personal PropertyPurchased IT Systems”);
(f) all Leased Real Propertythe Customer Database;
(g) all rights to any Actions of any nature available to client lists, customer lists, supplier lists, mailing lists, do not call lists and other data necessary or being pursued used by Seller prior to the extent related to Effective Date in the operation of the Business, or the Purchased Assetsincluding service and warranty records, whether arising by way of counterclaim operating guides and manuals, studies, and correspondence (electronic or otherwise);
(h) all prepaid expenses, credits, advance payments, claims, security, refunds[reserved];
(i) the Actions, rights of recovery, rights of set-off, rights of recoupment, depositsdemands and any other rights or claims as they exist on or arise after the Effective Date related solely to the Purchased Assets, chargesthe Assumed Liabilities and any foreclosure, sums recovery and fees other loss mitigation activities commercially reasonably necessary to the operation of the Business, and, with respect to any vendors with whom Seller has conducted business in the year prior to the Effective Date (including, for the avoidance of doubt, any vendor that is a party to an Assigned Contract), all preference or avoidance claims and Actions of Seller related thereto, including any such item relating to Taxes);
(i) all claims and actions arising under sections 544, 547, 548, 549, and 550 of Seller’s rights under warrantiesthe Bankruptcy Code, indemnities and all similar rights against third parties solely to the extent related that Buyer continues to any Purchased Assetsengage such vendor in connection with the operation of the Operating Division following the Closing Date;
(j) all insurance benefits, including rights to receive mail and proceeds, arising from or relating other communications addressed to Seller necessary to the operation of the Business, the ownership of the Purchased Assets or assumption of the Assumed Liabilities, including any mail and communications from trustees, customers, suppliers, loan servicers, distributors and their respective Representatives;
(k) all goodwill associated solely with the Purchased Assets, including all goodwill associated solely with the Purchased IP and all rights under any confidentiality agreements executed by any third party for the benefit of Seller to the extent relating solely to the Business or the Purchased Assets;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreementsextent transferable, books all guaranties, warranties, indemnities and records, including books similar rights in favor of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related Seller to the negotiation and consummation extent necessary to the operation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related Business or attaching to the ownership of any Purchased AssetsAsset or Assumed Liability;
(m) all claims and rights in favor of Seller or to the LOS Software, including any of its Affiliates under any non-disclosure or confidentialitylicenses, non-compete or non-solicitationsource code, employmentconfiguration settings, assignment of inventions or similar agreementsystem documentation, system architecture and designs; provided, that Buyer acknowledges that Seller will have rights to the LOS Software pursuant to the Sublicense Agreement; and
(n) all goodwill and the going concern value of the Businessother assets listed on Schedule 2.01(n).
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the ClosingSeller hereby (and Stockholder shall cause Seller to) sells, Seller shall sellassigns, assigntransfers, transfer, convey conveys and deliver delivers to Buyer, and Buyer shall purchase hereby purchases from Seller, free and clear of any Liensand all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulesecurity deposits;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing, including those set forth on Section 2.01(b) of the Disclosure Schedules (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, including those set forth on Section 2.01(c) of the Disclosure Schedules (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, including those Contracts set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property including those set forth on Section 2.01(f) of the Disclosure Schedules (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits, including Environmental Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those set forth on Section 4.26(b) and Section 4.27(b) of the Disclosure Schedules;
(i) all Certifications, including those set forth in Section 4.26(c) of the Disclosure Schedules;
(j) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hk) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(il) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any the Purchased Assets;
(jm) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kn) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation the Intellectual Property Agreements but excluding personnel files unless the consent of the Transactions transferring employee has been received (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(no) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall Natural Gas Inventory;
(b) all processes related (i) customer Contracts, including wholesale contracts, retail contracts, commercial bid contracts or awards, other revenue producing natural gas and electricity supply contracts, and rights to running any storage, peaking and all operations transportation capacity, brokerage agreements, Leases and Intellectual Property Agreements in each case as set forth on Section 2.01(b) of the SellerDisclosure Schedules, (ii) all other Material Contracts, and (iii) all other Contracts entered into in the Ordinary Course of Business (all of the foregoing in clauses (i), (ii) and (iii), the “Assigned Contracts”) ;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”)end-user customer deposits intended as security or credit support;
(d) the Acquired Security Deposits;
(e) all Intellectual Property Assets, other than the Trademarks;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems spare parts and other tangible personal property (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.16(b) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller Sellers to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. (a) Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller Sellers shall sell, contribute, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase from Sellerthe U.S. Purchaser, free and clear of any all Liens (other than Permitted Acquired Asset Liens), whether arising prior to or subsequent to the date of the filing of the Chapter 11 petitions of Sellers, and U.S. Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Article III, all of Seller’s rightrights, title titles and interest in, to and under all of the assets, properties and rights interests of every kind and nature, of Sellers (including indirect and other forms of beneficial ownership) in and to all of the properties, assets and rights (contractual or otherwise) of the Sellers as of the Closing Date, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, real or personal and wherever located and whether now existing or hereafter by whomever possessed, including all of the following properties, assets and rights, but excluding the Excluded Assets and the assets being acquired by the Foreign Purchaser pursuant to Section 2.1(b) (all of the assets to be sold, assigned, transferred and delivered pursuant to this Section 2.1(a) and to the Foreign Purchaser pursuant to Section 2.1(b) shall be referred to herein as the "Acquired Assets"):
(i) all Acquired Cash;
(ii) all Restricted Cash, financial contracts, investment securities and other financial assets (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”Cash);
(diii) all Intellectual Property Assets;
(e) Accounts Receivable and all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, securityincluding deposits, advances, prepayments, rights under warranties and guaranties, rights in respect of promotional allowances, vendor rebates and to other refunds, causes of action, rights of recovery, rights of set-off, off and rights of recoupmentrecoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) and the right to receive and retain mail, depositsaccounts receivable payments and other communications of Sellers and the right to xxxx and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Closing;
(iv) all Inventory;
(v) all of the Owned Real Property of each Seller, chargesand any part or parcel thereof (the "Acquired Owned Real Property"), sums and fees including the Owned Real Property set forth on Schedule 2.1(a)(v);
(vi) all Facility Leases of each Seller (the "Assumed Facility Leases"), including the Facility Leases set forth on Schedule 2.1(a)(vi), other than the Excluded Facility Leases, if any;
(vii) all tangible personal property, including all machinery, equipment (including all transportation and office equipment), vehicles, computers, mobile phones, personal digital assistants, fixtures, trade fixtures, computer equipment, hardware, peripherals, information technology infrastructure, telephone systems, furniture, office supplies, production supplies, other miscellaneous supplies, and other tangible personal property of any kind owned by Sellers, wherever located, including all such items which are located in any building, warehouse, office or other space leased, owned or occupied by Sellers or any other space where any of Sellers' properties and or any other assets may be situated;
(viii) all equipment leases of each Seller (the "Assumed Equipment Leases"), including the equipment leases set forth on Schedule 2.1(a)(viii), other than the Excluded Equipment Leases, if any;
(ix) all Intellectual Property owned by Sellers (including all of the Intellectual Property set forth on Schedule 5.8), along with all income, royalties, damages and payments arising out of or relating to enforcement, licensing, transfer or sale of such Intellectual Property and due or payable to Sellers as of the Closing or thereafter, including damages and payments for past, present or future infringements or misappropriations thereof, or other conflicts therewith, the right to xxx and recover for past, present or future infringements or misappropriations thereof, or other conflicts therewith, and any and all corresponding rights that, now or hereafter, may be secured throughout the world, including all copies and tangible embodiments of any such item Intellectual Property in Sellers' possession or control;
(x) all rights of Sellers under all Contracts of each Seller (the "Assumed Contracts"), including the Contracts of each Seller set forth on Schedule 2.1(a)(x), including all security deposits thereunder, all contractual rights of Sellers to indemnification, exculpation, advancement or reimbursement of expenses, all rights to all insurance policies of Sellers and to proceeds and credits under such insurance policies, in each case to the extent transferable and to the extent solely related to the Acquired Assets (including the Assigned Designated Remaining Contracts as of the effective date of assignment of such Contracts), (but excluding, for avoidance of doubt, any director and officer insurance maintained by Sellers and any insurance relating to Taxesthe Designated Remaining Contracts), all confidentiality agreements of Sellers, and rights of access and use to safety deposit boxes, other than the Excluded Contracts, if any;
(xi) all rights of Sellers under all of the Employee Benefit Plans identified in Schedule 2.1(a)(xi) (the "Assumed Employee Benefit Plans"), including all pre-payments, deposits and refunds thereunder and any assets maintained pursuant thereto or in connection therewith;
(xii) all Books and Records and all advertising, marketing and promotional materials and all other printed or written materials;
(xiii) all Permits from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies, in each case, of Sellers;
(xiv) all goodwill as a going concern and all other intangible property of Sellers;
(xv) all Tax refunds, rebates, credits and similar items relating to any period, or portion of any period, on or prior to the Closing Date or any Tax Return;
(xvi) all of the Leasehold Improvements of each Seller, and any part or parcel thereof, including the Leasehold Improvements set forth on Schedule 2.1(a)(xvi) other than the Leasehold Improvements located on Leased Facilities subject to Excluded Facility Leases; and
(xvii) all such other properties, assets and rights (contractual or otherwise) of the Sellers as of the Closing Date, whether tangible or intangible, real or personal and wherever located and by whomever possessed which are not otherwise expressly set forth above as Acquired Assets and are not Excluded Assets.
(b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, contribute, convey, assign, transfer and deliver to the Foreign Purchaser, free and clear of all Liens (other than Permitted Acquired Asset Liens), and the Foreign Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Article III, all of the following assets:
(i) all equity securities or similar interests of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of every Foreign Subsidiary owned by a Seller or any Sellers, with all rights attached or accruing to such securities as of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementClosing; and
(nii) all goodwill and the going concern value obligations of the Businessevery Foreign Subsidiary owed to any Seller, including all intercompany obligations of every Foreign Subsidiary owed to any Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinherein and in the Local Agreements, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, free and clear of any LiensEncumbrances other than the Permitted Encumbrances, all of Seller’s Sellers right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which solely relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including consisting of the following:
: (a) All of the assets of the Business including but not limited to the Purchased Assets all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, as set forth on Section 2.01 2.01(a) of the Disclosure Schedule;
Schedules (“Inventory”); (b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property AgreementsLicenses, as set forth on Section 2.01(b) of the Disclosure Schedules (the “Assigned Contracts”);
; (dc) all Intellectual Property Assets;
, as set forth on Section 2.01(c) of the Disclosure Schedules; (ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property property, as set forth on Section 2.01(d) of the Disclosure Schedules (the “Tangible Personal Property”);
; (fe) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related transferable and required to operate the Business, all Permits, including Environmental Permits, which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, whether arising by way as listed on Section 4.16(b) and Section 4.17(b) of counterclaim or otherwise;
the Disclosure Schedules; (hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
, as set forth on Section 2.01(h) of the Disclosure Schedules; (ig) all of Seller’s rights Sellers rights, to the extent transferable, under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
, as set forth on Section 2.01(f) of the Disclosure Schedules; (j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kh) originals, or where not available, copies, of all research books and files records relating solely to the Intellectual Property Assets or the Intellectual Property AgreementsBusiness, books and recordsincluding, including but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with Customs or any other Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and intellectual property files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Licenses (collectively, “Books and Records”);
; and (l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(ni) all goodwill and the going concern value of the Business. For the avoidance of doubt the Purchased Assets shall not include any assets located at Fabrinet’s premises in Thailand that are identified by the parties as unusable assets due to the damages caused by the flood in the premises and transfer of the XXX Assets will not occur until the XXX Closing. Each Disclosure Schedule referred to in this Section 2.01 (collectively, the “Asset Lists”) indicates Purchased Assets on a country-by-country basis with applicable Seller thereof. Seller Parent and Buyer Parent shall review and finalize the Asset Lists at least five (5) Business Days prior to the Closing and the final Asset Lists agreed upon by the parties shall be prepared in writing and certified by an officer of Seller Parent.
Appears in 1 contract
Samples: Master Purchase Agreement
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinof this Agreement, at on the ClosingClosing Date (as defined in Section 1.6 below), the Seller shall, and the Stockholders shall cause the Seller to, sell, assign, transfer, convey convey, assign and deliver ("Transfer") to Buyer, and Buyer shall purchase purchase, acquire and accept from the Seller, free and clear of any Liens, all of the Seller’s right's rights, title and interest inproperties, to and under all of the assets, properties contracts, leases and rights businesses of every kind kind, character and naturedescription, whether tangible or intangible, real, personal or mixed, tangible accrued, contingent or intangible otherwise, and wherever located, less and except the Excluded Assets (including goodwill), wherever located and whether now existing or hereafter acquired as defined in Section 1.2 below) (other than after giving effect to the exclusion of the Excluded Assets, such assets are hereinafter collectively referred to as the "Transferred Assets"), which relate tofree and clear of all liens, or are used or held for use in connection withclaims and encumbrances, the Business (collectivelyincluding, the “Purchased Assets”), including the followingwithout limitation:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall cash and cash equivalents;
(b) all processes related to running any machinery, equipment, furniture, office equipment, telephone equipment, computers and all operations of the Sellercomputer equipment, spare parts, supplies, tools and vehicles;
(c) all Contractsof the Seller's right, including Intellectual Property Agreementstitle and interest in and to any income and payments due the Seller, (including, without limitation, all accounts and accounts receivable whether or not reflected on the “Assigned Contracts”)Seller's books and records;
(d) all Intellectual Property Assetsletters of credit, leases of real and personal property, rental agreements, commitments, insurance policies, purchase orders, sales orders, service agreements, maintenance agreements, distribution agreements, supply agreements and all other contracts, agreements and understandings, whether written or oral, and all rights, claims and causes of action thereunder, whether pending or inchoate;
(e) all furnitureprepaid assets and all deposits, fixturesrefunds, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems rebates and other tangible personal property rights to payment relating to the Transferred Assets or Assumed Liabilities, (the “Tangible Personal Property”as defined in Section 1.3 below);
(f) all Leased Real Propertyintangible assets (including, without limitation, all issued and applied for patents, trademarks, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with customers, covenants not to compete, inventions, formulae, processes and permits, computer software and source code, and all licenses, agreements and applications with respect to any of the foregoing, any goodwill associated with any of the foregoing, and all claims and causes of action relating to any of the foregoing, including claims and causes of action for past infringement) arising from or utilized in the operations of the Business, including the name "Protocol Communications Services";
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related transferable, all licenses, authorizations and permits issued by any governmental agency relating to the Business, Business or the Purchased Transferred Assets, whether arising by way of counterclaim or otherwise;and all applications therefor pending; and
(h) all prepaid expensesbooks, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research records and files relating to the Intellectual Property Business and the Transferred Assets and the operations thereof for all periods ending on or before the Closing Date, but excluding such items which relate to the Excluded Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation liabilities of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessnot assumed by Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Protocol Communications Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the At "Closing" (hereinafter defined), Seller shall agrees to sell, assignconvey, transfergrant, convey assign and deliver to BuyerPurchaser and Purchaser agrees to acquire, purchase and Buyer shall purchase accept from Seller, free and clear of any all security interests, liens and encumbrances (collectively "Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill"), wherever located and whether now existing or hereafter acquired except for liens in favor of MarCap Corporation, a Delaware corporation (other than the Excluded Assets"Lender"), which relate to, or are used or held for use in connection with, the Business assets set forth below (collectively, the “Purchased "Acquired Assets”)"):
a. all machinery, including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contractsequipment, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, suppliesmaintenance and security deposits, computers, telephones, keys, storage tanks, water filtration or purification systems tools and all other tangible items of personal property owned by Seller and used in the Business (the “Tangible collectively "Personal Property”");
b. all inventories of maintenance, office and laboratory supplies owned by Seller and used in the operation of the Business (f) all Leased Real Propertycollectively "Supplies");
(g) c. all rights to any Actions of any nature available Seller's transferable federal, state and municipal licenses and permits relating to or being pursued necessary or useful in the operation of the Business (collectively "Permits");
d. all of Seller's customer and prospective customer lists (excluding Patient Records (as hereinafter defined)), accounting records, sales and business records, drawings, product specifications, correspondence, engineering, maintenance, operating and production records, and all other documents maintained by Seller and relating to the extent Business (collectively "Records"), other than those listed in Section 2;
e. those contracts, agreements and licenses, including, without limitation, supply agreements, purchase orders, customer agreements and maintenance agreements, relating to the Business to which Seller or any affiliate thereof is a party (collectively "Contracts");
f. all accounts receivables and trade receivables (other than intercompany receivables) which arose in the ordinary course of business (collectively, "Receivables");
g. the personal property leases of Seller relating to the Business (collectively "Leases"); and
h. all telephone and facsimile numbers used in the Business and all security deposits related to the Business, or the Purchased Assets, whether arising Leases assumed by way of counterclaim or otherwise;
Purchaser hereunder (h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxescollectively "Miscellaneous Property");
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All : security deposits; all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
foregoing (b) “Accounts Receivable”); all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Seller;
other inventories (c) “Inventory”); all Contracts, including Intellectual Property Agreements, including those Contracts set forth on Schedule 2.02(d) of the Disclosure Schedules (the “Assigned Contracts”);
(d) ; all Intellectual Property Assets;
(e) ; all furniture, fixtures, equipment, machinery, tools, tooling as set forth on Schedule 2.02(f) of the Disclosure Schedules, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) ; all Owned Real Property and Leased Real Property;
(g; all Permits, including Environmental Permits, to the extent assignable, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those set forth on Section 4.22(b) and Section 4.23(b) of the Disclosure Schedules; all Certifications, including those set forth on Schedule 4.22(c) of the Disclosure Schedules; all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) ; all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(i) ; all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any the Purchased Assets;
(j) ; all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased Assets;
(k) Assumed Liabilities; originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation the Intellectual Property Agreements but excluding personnel files unless the consent of the Transactions transferring employee has been received (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax ; and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject At the Closing (as defined in Section 1.07), upon and subject to the terms and conditions set forth of this Agreement and subject to adjustment as provided herein, at the ClosingPurchaser shall purchase, acquire and accept from Seller, and Seller shall sell, assign, transfer, convey convey, assign and deliver (or shall cause such actions to Buyerbe taken) to Purchaser, good and Buyer shall purchase from Sellermarketable (indefeasible and fee simple with respect to the Owned Real Property (as hereinafter defined)) title, free and clear of any all Liens, other than Permitted Liens, to the assets described in this Section 1.01 (collectively, the “Assets”).
(a) All real property interests and improvements thereon, all mixed personal and real property and all appurtenances thereto relating to and associated with the Branches that are (i) owned by Seller and legally described in Schedule 1.01(a)(i) hereto (“Owned Real Property”) and (ii) leased by Seller and such lease is described in Schedule 1.01(a)(ii) (“Leased Real Property,” and together with Owned Real Property, the “Real Estate Interests”);
(b) All personal property owned, used or held for use, by Seller and located at the Branches as of the Closing Date, including without limitation, all furniture, office equipment, vault, machinery, fixtures, signage poles, leasehold improvements (if any), security devices and systems and other similar items described in Schedule 1.01(b) (the “Personal Property”);
(c) All inventories and supplies on hand at the Branches as of the Closing Date;
(d) All of the loans and extensions of credit owned by Seller (other than purchased loan participations or other interests in loans purchased by Seller) as of the Closing Date that are attributable to the Branches and the Retained Florida Branches and that will be transferred upon the terms and conditions hereof, including written overdraft protection loans or lines of credit relating to Deposits (as defined below) (the “Overdraft Protection Loans”) that are set forth on Schedule 1.01(d)(1), together with any and all related promissory notes, liens, mortgages, deeds of trust, instruments, documentation, loan and credit files, collateral, security, guarantees, documents, security and pledge agreements, insurance policies, financing statements, participation agreements, intercreditor agreements and other rights and interests, including servicing rights, related to or pledged with respect to such loans (including the Overdraft Protection Loans, the “Loans”), including all related deposits, escrows and collateral balances relating to the Loans for which an escrow or other similar account is maintained under the terms of such Loans; provided, however, that such Loans shall exclude (i) all Excluded Loans and (ii) the portion of any Loan over $4.0 million (each an “Overline,” and collectively the “Overlines”), which Seller shall retain through a participation agreement substantially in a form as reasonably agreed to by the parties (the “Participation Agreement”) and which are set forth on Schedule 1.01(d)(2).
(e) Any overdrafts (the “General Overdrafts”) arising in the Ordinary Course of Business of Seller associated with the Deposits (other than Overdraft Protection Loans) to the extent such overdrafts have been outstanding for less than 30 days as of the Closing Date;
(f) All cash on hand at the Branches as of the close of business on the Closing Date including, but not limited to, vault cash, xxxxx cash, ATM cash, if any, and tellers’ cash (“Vault Cash”);
(g) All assets and property of any kind, character and description, tangible or intangible, located at the Branches and owned, used or held by Seller for use in connection with the safe deposit business at the Branches as of the close of business on the Closing Date;
(h) The Contracts of Seller attributable to the Branches set forth on Schedule 1.01(h) hereto (the “Assumed Contracts”);
(i) All of Seller’s right, title and interest in, to in and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of automated teller machines (“ATMs”) located at the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Branches (the “Assigned ContractsATMs”);
(dj) all Intellectual Property Assets;
All separately purchased loans and extensions of credit (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal PropertySeparately Purchased Loans”);
(f) all Leased Real Property;
(g) all rights to any Actions , which shall consist of any nature available loan that would otherwise be considered an Excluded Loan that Purchaser may offer to or being pursued by Seller purchase, in its sole discretion, from time to time prior to the extent related to Closing Date at a percentage of the Business, or the unpaid principal balance. Any such Separately Purchased Assets, whether arising by way of counterclaim or otherwise;
(hLoans will be set forth on Schedule 1.01(j) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;no longer be considered an Excluded Loan; and
(k) originals, or where not available, copies, of all research All records and files relating documents related to the Intellectual Property Assets transferred or the Intellectual Property AgreementsLiabilities assumed (as hereinafter defined) by Purchaser including, books and recordsbut not limited to, including books of accountall papers, ledgers and generaldata, financial and accounting records, machinery microfiche, microfilm and equipment maintenance filescomputer records (including, customer listsbut not limited to, customer purchasing historiesmagnetic tape, price listsdisc storage, distribution lists, supplier lists, production data, quality control records card forms and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and accessprinted copy), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except generated or maintained by the communications related Seller relating directly to the negotiation Assets and consummation of Liabilities and all licenses, permits and authorizations required by applicable Law to operate and, to the Transactions (collectivelyextent applicable, “Books and Records”);own the Real Estate Interests.
(l) copies Seller shall provide transition support services to Purchaser for a period of Tax Returns90 days after the Closing with respect to any preparation, Tax and accounting books and records (and related work papers and correspondence from accountants) related conversion or alteration of translation tables with respect to the Purchased Assets;
Branches, and their Deposits and Assets (m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessincluding Loans).
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Encore Bancshares Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinof this Agreement, at on the ClosingClosing Date (as defined in Section 1.6 below), the Seller shall, and the Members shall cause the Seller to, sell, assign, transfer, convey convey, assign and deliver ("Transfer") to Buyer, and Buyer shall purchase purchase, acquire and accept from the Seller, free the Business and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the Seller's rights, properties, assets, properties contracts, leases and rights businesses of every kind kind, character and naturedescription, whether tangible or intangible, real, personal or mixed, tangible accrued, contingent or intangible otherwise, and wherever located, less and except the Excluded Assets (including goodwill), wherever located and whether now existing or hereafter acquired as defined in Section 1.2 below) (other than after giving effect to the exclusion of the Excluded Assets, such assets are hereinafter collectively referred to as the "Transferred Assets"), which relate tofree and clear of all liens, or are used or held for use in connection withclaims and encumbrances, the Business (collectivelyincluding, the “Purchased Assets”), including the followingwithout limitation:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall machinery, equipment, furniture, office equipment, telephone equipment, computers and computer equipment, software, spare parts, supplies, tools and vehicles;
(b) all processes related to running any and all operations of the Seller;'s right, title and interest in and to any income and payments due the Seller, including, without limitation, all accounts and accounts receivable whether or not reflected on the Seller's books and records; ----------------- In this Exhibit, "[***]" represents material omitted from this Exhibit and filed separately with the Securities and Exchange Commission and for which Confidential Treatment has been requested.
(c) all Contractsletters of credit (if any), including Intellectual Property Agreementsleases of real and personal property, rental agreements, commitments, insurance policies (if any and to the “Assigned Contracts”extent transferable), purchase orders, sales orders, service agreements, maintenance agreements, distribution agreements, supply agreements and all other contracts, agreements and understandings, whether written or oral, and all rights, claims and causes of action thereunder, whether pending or inchoate;
(d) all Intellectual Property Assetsprepaid assets and all deposits, refunds, rebates and other rights to payment relating to the Transferred Assets or Assumed Liabilities, (as defined in Section 1.3 below);
(e) all furnitureintangible assets (including, fixtureswithout limitation, equipmentall issued and applied for patents, machinerytrademarks, toolscopyrights, vehiclestrade names, office equipmenttrade secrets, suppliesservice marks, computerscustomer lists, telephonesrelationships and arrangements with customers, keyscovenants not to compete, storage tanksauthors, water filtration designers and suppliers, inventions, formulae, processes and permits, computer software and source code, and all licenses, agreements and applications with respect to any of the foregoing, any goodwill associated with any of the foregoing, and all claims and causes of action relating to any of the foregoing, including claims and causes of action for past infringement) arising from or purification systems and other tangible personal property (utilized in the “Tangible Personal Property”)operations of the Business, including the name "Quick Response", except that Seller makes no representation or warranty concerning its rights in the name "Quick Response", which has not been registered;
(f) to the extent transferable, all Leased Real Property;licenses, authorizations and permits issued by any governmental agency relating to the Business or the Transferred Assets, and all applications therefor pending; and
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Businessbooks, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research records and files relating to the Intellectual Property Business and the Transferred Assets and the operations thereof for all periods ending on or before the Closing Date, but excluding such items which relate to the Excluded Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation liabilities of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessnot assumed by Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Protocol Communications Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closingof this Agreement, Seller shall agrees to sell, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase from SellerPurchaser, free and clear of any Liensall liens, all of Seller’s rightencumbrances and claims, title and interest in, Purchaser agrees to and under all of purchase from Seller the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible following assets (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:as hereinafter defined):
(a) All inventory and any other finished product or items inventoried for processing subject to conditions found in Section 6.5 (“Inventory”) as of the assets of the Business including but not limited to the Purchased Assets set forth Closing Date on Section 2.01 of the Disclosure ScheduleSchedule 1.1(a);
(b) All route trucks and other vehicles listed on Schedule 1.1(b) (collectively, “Vehicles”) subject to any underlying leases and financing and Purchaser agrees to assume all processes related obligations thereunder and liability therefor arising from and after the Closing Date with the exception of pre-Closing damage to running any such Vehicles beyond normal wear and all operations of the Sellertear and subject to a hold back for such normal wear and tear (“Damage Hold Back”) as set forth on Schedule 1.1(b);
(c) all ContractsAll computers and related peripherals, including Intellectual Property Agreementssoftware, telephone systems, telephone numbers, mobile telephones, as well as equipment, tanks and accessories of the Business (“Equipment”) and other personal and intangible property of the Business listed on Schedule 1.1(c) (collectively, “Assigned ContractsOther Property”);
(d) all Intellectual Property AssetsAll customer lists, rights under customer agreements (“Customer Agreements”), customer sales and service orders, contracts, commitments, quotations and other agreements, correspondence and documents for the Business, and in the case of documents such as invoices or manifests, needed by Purchaser to operate the Business after the Closing Date, or copies thereof (collectively, “Business Records”);
(e) all furnitureAll intellectual property of the Business, fixtureslisted on Schedule 1.1(e), equipment(collectively, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Intellectual Property”);
(f) all Leased To the extent assignable, Seller’s leasehold interest in certain improved real estate listed on Schedule 1.1(f) (“Third-Party Real Property;Estate Leases”); Equipment
(g) all rights to any Actions of any nature available to or being pursued by Seller to Accounts receivable (“Accounts Receivable”), as set forth on the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;financial Seller’s Financial Statements as defined herein; and
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights All other intangible property of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefitsBusiness, including rights without limitation, the goodwill of the Business. (collectively, the assets listed in Sections 1.1(a) through (h) are referred to as “Assets”). The following assets are specifically excluded from the definition of the Assets: cash, any other hazardous and proceeds, arising from or non-hazardous waste relating to the Business, or except as described as part of the Purchased Assets;
(k) originals; Seller’s corporate charters, or where not availabletaxpayer and other identification numbers, copiesseals, of all research minute books, stock transfer books, blank stock certificates and files other documents relating to the Intellectual Property Assets or organization, maintenance and existence as a corporation of the Intellectual Property AgreementsSeller, books all contracts and records, including books agreements of account, ledgers the Seller other than Customer Agreements and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications other contracts related to the negotiation and consummation Accounts Payable (as hereinafter defined); any of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the BusinessSeller under this Agreement and any other assets not specifically described in Sections 1.1(a) through (g) above.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleReserved;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto (“Accounts Receivable”);
(c) all Contractsinventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts to which Seller is a party, including Intellectual Property Agreements, set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property whether as owner, lessor, lessee or otherwise (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)and other current assets reflected on the final Closing Working Capital Statement;
(ik) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities (other than a refund of premiums);
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”) listed on Section 2.01 2.01(a) of the Disclosure ScheduleSchedules;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, listed on Section 2.01(b) of the Disclosure Schedules (the “Assigned Contracts”);
(dc) all Intellectual Property AssetsAssets listed on Section 2.01(c) of the Disclosure Schedules;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”)) listed on Section 2.01(d) of the Disclosure Schedules;
(e) Permits listed on Section 4.15(b) of the Disclosure Schedules;
(f) all Leased Real Propertyrights to the Actions listed on Section 2.01(f) of the Disclosure Schedules;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes)) listed on Section 2.01(g) of the Disclosure Schedules;
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties (“Warranties”) to the extent related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities (the “Insurance Benefits”);
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including whether kept electronically or otherwise, of the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, the “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nk) all goodwill and the going concern value of the Business, including customer relationships and pipeline opportunities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smith Micro Software, Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fg) all Owned Real Property and Leased Real Property;
(gh) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 1.01(a) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ik) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to BuyerBuyer or its Affiliate, and Buyer shall purchase from each Seller, free and clear of any Liens other than Permitted Liens, all of each Seller’s respective right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible 520332.000001 25576304.5 or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleFacility;
(b) all processes related to running any and all operations of LNG stored on the SellerOwned Real Property for future sale by the Business (“Inventory”);
(c) all Contractsthe contracts being: 1) the Gas Transportation Agreement dated November 1, including Intellectual Property Agreements2017, by and between nTHERM, LLC and Acadian Gas Pipeline System, as amended; and, 2) the License Agreement No. 15-LA-80 by and between Battelle Energy Alliance and HR Nu Blu Energy, LLC dated November 18, 2015, as amended (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehiclesvehicles and rolling stock, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(e) all Owned Real Property;
(f) all Leased Real PropertyPermits, including Environmental Permits, which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on the applicable Sections of the Disclosure Schedules;
(g) all rights to any Actions Proceedings of any nature available to or being pursued by Seller Sellers to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental AuthorityEntity), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements statements, and marketing and promotional surveys, except the communications related material and research and files relating to the negotiation and consummation of the Transactions Intellectual Property Assets (collectively, “Books and Records”);; 520332.000001 25576304.5
(lk) copies of Tax ReturnsAll Intellectual Property Assets, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights including Sellers’ interest in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementLicensed Intellectual Property; and
(nl) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Stabilis Solutions, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendor shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s Vendor's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including the following:
(a) All of all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (collectively, the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule"Inventory");
(b) all processes related to running any and all operations Contracts, including IP Agreements, set forth in Section 2.01(d) of the SellerDisclosure Schedules (collectively, the "Assigned Contracts");
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”)IP Assets;
(d) all Intellectual Property Permits which are held by Vendor and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed in Sections 4.17(b) and 4.18(b) of the Disclosure Schedules;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions Action of any nature available to or being pursued by Seller Vendor to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hf) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ig) all of Seller’s Vendor's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jh) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(ki) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation IP Assets and consummation of the Transactions IP Agreements (collectively, “the "Books and Records”");
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nj) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from each Seller, free and clear of any Liens (other than Permitted Liens), all of such Seller’s right, title and interest in, to and under all of the assets, properties assets and rights of every kind and naturesuch Seller that are used or held for use in connection with the Business, whether real, personal or mixed, fixed or current, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business ) (collectively, the “Purchased Assets”), including the following. The Purchased Assets shall include:
(a) All all accounts or notes receivable held by or for the benefit of any Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running inventory, raw materials, packaging, supplies and parts of any and all operations of the SellerSeller(“Inventory”);
(c) all Contracts of any Seller in respect of or related to the Business (other than the Excluded Contracts), including Intellectual Property Agreements, those set forth in Section 2.01(c) of the Disclosure Schedules (the “Assigned Contracts”);
(d) all Seller Intellectual Property AssetsProperty;
(e) all Seller Data and Systems;
(f) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, parts, computers, telephonescomputer equipment, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property owned or leased by any Seller (the “Tangible Personal Property”);
(fg) all Leased Real PropertyPermits, including Environmental Permits, which are held by any Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those listed in Section 2.01(g) of the Disclosure Schedules;
(gh) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assetsany Seller, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxesthe payment of Taxes to the extent included in the determination of the Final Cash Purchase Price) of any Seller to the extent not treated as a Purchased Asset pursuant to Section 2.02(n);
(ij) all rights of Seller’s rights any Seller under warranties, indemnities and all similar rights against third parties to the extent related to the Business, any Purchased AssetsAssets or any Assumed Liabilities;
(jk) all insurance benefitsbenefits of any Seller, including rights and proceeds, arising from or relating to the Business, any Purchased Assets or the Purchased Assetsany Assumed Liabilities;
(kl) originals, originals (or where not available, copies, ) of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and recordsrecords of any Seller, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Janus International Group, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensall Encumbrances, except for Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the following assets, properties and rights of every kind Seller, to the extent that such assets, properties and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located rights exist as of the Closing Date and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, to the Business (collectively, the “"Purchased Assets”), including the following") including:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;all computers and electronics, equipment and office supplies.
(b) all processes related to running any and all operations Contracts set forth on Section 2.01(b) of the SellerDisclosure Schedules and the Intellectual Property Agreements set forth on Section 4.11(a) of the Disclosure Schedules (collectively, the "Assigned Contracts");
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(ed) all furniturePermits, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (but only to the “Tangible Personal Property”)extent transferrable;
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(ie) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kf) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, discount schedules, distribution lists, supplier lists, production data, quality control records and proceduresvendor lists, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research, that relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(d) (collectively, “"Books and Records”");
(lg) copies all goodwill associated with any of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nh) all goodwill and the going concern value of the BusinessSeller's websites, including the Seller's retail website, domain names, phone and fax numbers, and e-mail addresses listed on Section 2.01(h) of the Disclosure Schedules.
Appears in 1 contract
Purchase and Sale of Assets. Subject At the Closing (as defined below) and subject to the terms and conditions set forth herein, at the Closinghereof, Seller shall sell, assign, transfer, convey agrees to sell and deliver to Buyer, and Buyer shall purchase from Selleragrees to purchase, the following described assets of Seller relating to the Business (collectively the “Assets”), free and clear of all Encumbrances or obligations of any Liensnature whatsoever, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the followingexcept Permitted Encumbrances:
(a) All of the assets Seller’s inventory of products, materials, and supplies relating to the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule(“Inventory”);
(b) all processes related All of (i) the know-how, confidential information, and other proprietary rights and interests owned by Seller and used in the Business or, as to running any such property, right, and all operations interest that is not owned by Seller, used by Seller in the Business and assignable by Seller, (ii) Seller’s rights to telephone numbers, telephone directory advertising, and company e-mail addresses relating to the Business, (iii) Seller’s rights to the domain name wxx.xxxxxxxxxxxxx.xxx, and (iv) Seller’s rights to the “doing business as” name Geotech Supply, in the case of the Sellereach of (i) through (iv) above (collectively, “Intellectual Property”);
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”)property;
(fd) all Leased Real PropertyAll Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Assets;
(ge) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums sums, and fees (including any such item relating to the payment of Taxes);
(f) Originals or duplicate copies of all financial, accounting, and operating data and records of Seller relating to customers and vendors, including without limitation, all books, records, sales and sales promotional data, pricing information, customer lists, vendor lists, and other similar property, rights, and information, in each case, relating to the Business (collectively, “Records”);
(g) All accounts receivable held by Seller, and any security, claim, remedy, or other right related thereto (“Accounts Receivable”);
(h) All Contracts set forth on Schedule 1.01(h) (the “Assigned Contracts”);
(i) all of Seller’s rights under warrantiesoutstanding purchase orders for products, indemnities materials, and all similar rights against third parties to supplies of the extent related to any Purchased Assets;Business (“Purchase Orders”); and
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor All goodwill of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of associated with the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall (and the Seller Parties shall cause their Affiliates to) sell, assign, transfer, convey convey, and deliver to Buyer, Buyer and Buyer shall purchase from SellerSeller (or such Affiliates), free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s (and such Affiliates’) right, title title, and interest in, to to, and under all of the assets, properties properties, and rights of every kind and nature, whether real, personal personal, or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use exclusively in connection with, with the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts receivable (other than those accounts receivable that are more than thirty (30) days past due), notes receivable, or other receivables and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of other inventories, other than the SellerExcluded Inventory (the “Inventory”);
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedules (the “Assigned Contracts”);
(d) all Intellectual Property Assets, including the Intellectual Property Assets set forth in Section 2.01(d) of the Disclosure Schedules;
(e) all furniture, fixturescomputers, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property other than furniture, fixtures and leasehold improvements, in each case, used by the Transferred Employees as of the date hereof (the “Tangible Personal Property”);
(f) all Leased Real PropertyPermits which are held by Seller or its Affiliates and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, prepaid royalties, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related all rights to the Purchased Assets;
(m) all claims telephone numbers, email addresses, internet connections, and rights facsimile numbers primarily used or held for use in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Business; and
(nm) all goodwill and the going concern value of the Business. For the avoidance of doubt, the Purchased Assets include the Inventory and Intellectual Property (exclusive of any Baby Brezza Trademark) of the Baby Brezza Diaper Bags and the RESTE Swaddle.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, each case to the extent attributable to the conduct and operation of the Business after the Closing (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business foregoing, including but not limited to the Purchased Assets without limitation those accounts receivable set forth on in Section 2.01 2.1(a)(i) of the Disclosure ScheduleSchedules, and excluding those accounts receivable set forth in Section 2.1(a)(ii) of the Disclosure Schedules (the “Excluded Accounts Receivable”, and collectively, after excluding the Excluded Accounts Receivable, the “Accounts Receivable”);
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories (“Inventory”);
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.1(c) of the Disclosure Schedules (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(f) all certain Leased Real PropertyProperty set forth on Section 4.11(b) of the Disclosure Schedules;
(g) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) of the Disclosure Schedules;
(h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related attributable to (i) the Business, conduct and operation of the Business or the Purchased AssetsAssets after the Closing, or (ii) the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes)) to the extent attributable to the conduct and operation of the Business after the Closing;
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities after the Closing;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation and consummation of Purchased Assets, but excluding the Transactions Corporate Records (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions set forth herein, at the Closing, Seller VitalWorks shall sell, convey, assign, transfer, convey transfer and deliver to BuyerPurchaser, and Buyer shall purchase Purchaser shall, or cause its Subsidiary to, purchase, acquire and accept from SellerVitalWorks, free and clear of any all Liens, other than Permitted Encumbrances, all of Seller’s VitalWorks’ right, title and interest in, to and under all of in the assets, properties and rights of every kind and natureowned or held by VitalWorks related solely to the Business, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Assets (collectively, the “Purchased Assets”), including together with the following:
(a) All the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of VitalWorks in real property (the assets of “Leased Real Property” and the Business including but not limited leases relating to such Leased Real Property, the Purchased Assets “Real Property Leases”) that are set forth on Section 2.01 of the Disclosure ScheduleSchedule 2.1(a);
(b) all processes related to running any the furniture, equipment, machinery, computer hardware, supplies, vehicles, spare parts, tools, personal property and all operations of other tangible property (i) used solely for the SellerBusiness, (ii) located at the Leased Real Property (excluding equipment used by non-Business employees), or (iii) listed on Schedule 2.1(b);
(c) all the Customer Contracts, including Material Contracts, and any other contracts, employment agreements, licenses (other than Intellectual Property AgreementsLicenses), agreements and commitments relating solely to the Business (excluding contracts, licenses, agreements and commitments relating to the Excluded Assets) (the “Assigned Assumed Contracts”);
(d) all Intellectual Property AssetsInventory;
(e) all furniturerights to the Intellectual Property listed on Schedule 2.1(e) and the user manuals associated therewith, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property subject to Permitted Encumbrances (the licenses relating to Intellectual Property so licensed is referred to as the “Tangible Personal PropertyIntellectual Property Licenses”);
(f) all Leased Real Propertytransferable Governmental Authorizations, including Environmental Permits, owned, utilized or licensed (subject to the terms of such licenses) by VitalWorks relating solely to and required in the operation of the Business and the Purchased Assets;
(g) the databases and software programs, source codes and user manuals owned, used, leased by or licensed to VitalWorks and used in the Business to the extent transferable and except as set forth on Schedule 2.1(g); Table of Contents
(h) all rights lists of customers and vendors of the Business, and all files and documents (including credit information) to any Actions the extent relating to customers and vendors of any nature available the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format), in each case to the extent primarily used in or primarily relating to the Business (it being pursued by Seller agreed and understood that such lists shall be redacted to exclude all information not related to the Business);
(i) the accounts and notes receivable of the Business;
(j) the goodwill of the Business;
(k) all advertising, marketing, sales and promotional materials relating solely to the Business or its products;
(l) all manufacturer’s warranties to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities Assets and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assetsclaims under such warranties;
(m) all claims rights to the telephone numbers (and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentialityrelated directory listings), non-compete or non-solicitationto the extent assignable, employment, assignment of inventions or similar agreement; andprimarily relating to the Business;
(n) all goodwill security deposits, xxxxxxx deposits and all other forms of security placed with VitalWorks for the performance of the Assumed Contracts and the going concern value of Real Property Leases;
(o) all other assets set forth on the BusinessClosing Date Balance Sheet; and
(p) all other assets set forth on Schedule 2.1(p).
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind Seller, to the extent that such assets, properties and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located rights exist as of the Closing Date and whether now existing or hereafter acquired (other than the Excluded Assets), which exclusively relate to, or are used or held for use in connection with, to the Business (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets accounts or notes receivable (billed or unbilled) of the Business including but not limited (exclusive of accounts or notes receivable attributable to the Purchased Assets Affiliates of Seller) set forth on Section 2.01 2.01(a) of the Disclosure ScheduleSchedules;
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations other inventories of the SellerBusiness, including those inventories set forth on Section 2.01(b) of the Disclosure Schedules (the “Inventory”);
(c) other than as set forth on Section 2.02(j) of the Disclosure Schedules, all ContractsContracts set forth on Section 2.01(c) of the Disclosure Schedules, including the Leases set forth on Section 4.08(b) of the Disclosure Schedules and the Intellectual Property AgreementsLicenses set forth on Section 4.09(b) of the Disclosure Schedules (collectively, (the “Assigned Contracts”);
(d) other than as set forth on Section 2.02(j) of the Disclosure Schedules, all Intellectual Property exclusively owned by Seller and exclusively used in connection with the Business as currently conducted, including the Intellectual Property Registrations set forth on Part I of Section 4.09(a) of the Disclosure Schedules (the “Intellectual Property Assets”);
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property of the Business set forth in the fixed asset list for the Business attached to Section 2.01(e) of the Disclosure Schedules (the “Tangible Personal Property”);
(f) all Leased Real PropertyPermits, including Environmental Permits, listed on Section 2.01(f) of the Disclosure Schedules (the “Assigned Permits”), but only to the extent such Permits may be transferred under applicable Law;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)set forth on Section 2.01(g) of the Disclosure Schedules;
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(ki) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related that exclusively relate to the negotiation Business or the Purchased Assets, other than books and consummation of the Transactions records set forth in Section 2.02(d) (collectively, “Books and Records”);
(lj) copies of Tax Returnsthe assets, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims properties and rights in favor specifically set forth on Section 2.01(j) of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Disclosure Schedules; and
(nk) all goodwill and the going concern value associated with any of the Businessassets described in the foregoing clauses.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller :
(a) Bloxbiz shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerBloxbiz, free and clear of any LiensEncumbrances, all of Seller’s Bloxbiz's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectivelycollectively with the Founders’ Goodwill, the “"Purchased Assets”"), including including, without limitation, the following:
(ai) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(bii) all processes accounts or notes receivable held by Bloxbiz, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing ("Accounts Receivable");
(ciii) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(a)(iii) of the Disclosure Schedules (the “"Assigned Contracts”");
(div) all Intellectual Property Assets;
(ev) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “"Tangible Personal Property”");
(fvi) all Leased Real PropertyPermits, including Environmental Permits if applicable, which are held by Bloxbiz and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.14(b) of the Disclosure Schedules;
(gvii) all rights to any Actions of any nature available to or being pursued by Seller Bloxbiz to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hviii) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(iix) all of Seller’s Bloxbiz's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jx) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kxi) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “"Books and Records”");
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nxii) all goodwill Business Goodwill and the going concern value of the Business.
(b) Khakshoor shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Khakshoor, free and clear of any Encumbrances, all of Khakshoor's right, title and interest in, to and under the Khakshoor Goodwill.
(c) Drozdov shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Drozdov, free and clear of any Encumbrances, all of Drozdov's right, title and interest in, to and under the Drozdov Goodwill.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Purchase and Sale of Assets. 2.1.1 Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller the Debtors shall sell, contribute, convey, assign, transfer, convey transfer and deliver to the Asset Buyer (or, if there is more than one Asset Buyer, and then to such Asset Buyer shall purchase from Sellerdesignated by the Buyer), free and clear of any all Liens (other than Permitted Liens), and the Asset Buyer(s) shall purchase, acquire and take assignment and delivery of, for the consideration set forth in Section 3.1, all of Seller’s rightproperties, title and interest in, to and under all of the assets, properties rights, titles and rights interests of every kind and nature, owned or leased by the Debtors (including indirect and other forms of beneficial ownership) as of the Closing Date, which are used in, useful for or otherwise associated with the Acquired Product Lines, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, real or personal and wherever located and whether now existing or hereafter acquired by whomever possessed, including, without limitation, all of the following assets but excluding Excluded Assets pursuant to Section 2.3 (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All all of the assets to be sold, assigned, transferred and delivered to the Buyer hereunder referred to herein collectively as the "ACQUIRED ASSETS"):
2.1.1.1 all marketable securities and other short-term investments, deposits and advances, prepaid and other current assets relating to the Acquired Product Lines, including, without limitation, all cash (including, without limitation, checking account balances, certificates of deposit and other time deposits and xxxxx cash);
2.1.1.2 all Accounts Receivables (whether current or noncurrent) and all causes of action specifically pertaining to the collection of all Accounts Receivable;
2.1.1.3 all promotional allowances and vendor rebates and similar items;
2.1.1.4 all Intellectual Property, along with all income, royalties, damages and payments due or payable to the Debtors as of the Business including but not limited Closing or thereafter, including, without limitation, damages and payments for past, present or future infringements or misappropriations thereof, the right to xxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the Purchased Assets world and all copies and tangible embodiments of any such Intellectual Property in the Debtors' possession or control;
2.1.1.5 all of the Debtors' rights under the Assumed Contracts;
2.1.1.6 all bank accounts, safety deposit boxes, lock boxes and the like and a list of the foregoing shall be set forth on Section 2.01 of the Disclosure ScheduleSchedule 2.1.1.6 attached hereto;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Genesys shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerNewco, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of SellerGenesys’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, following related to the Business (collectively, the “Purchased Assets”), including the following:):
(a) All all accounts or notes receivable held by Genesys of the assets Business, and any liability, security, claim, remedy or other right directly related to any of the Business including but not limited to the Purchased Assets set forth (“Accounts Receivable”), as listed on Section 2.01 of the Disclosure ScheduleSchedule 2.01(a);
(b) all processes related to running any sales and all operations of the Sellerclient relationships including customer lists and third-party lists regarding such relationships;
(c) all Contracts, including Intellectual Property Agreements, Contracts set forth on Schedule 2.01(c) (the “Assigned Contracts”);
(d) all Genesys Intellectual Property Assetslisted on Schedule 2.01(d);
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”)social media accounts;
(f) all Leased Real Propertypartnership and vendor agreements as needed to maintain the Business;
(g) all training and operating manuals;
(h) all Permits which are held by Genesys and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 3.18(b), but solely to the extent assignable;
(i) all rights to any Actions of any nature available to or being pursued by Seller Genesys to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, but specifically excluding any Action against Genesys or its Affiliates;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)any of the Purchased Assets;
(ik) all of SellerGenesys’s rights under warranties, indemnities and all similar rights against third parties parties, other than Affiliates, to the extent related to any Purchased Assets;
(jl) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, but solely to the extent assignable;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions material (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of relating to the BusinessPurchased Assets;
(o) the computers, telephones, equipment and related hard assets listed on Schedule 2.01(o).
Appears in 1 contract
Samples: Asset Purchase Agreement (Truli Technologies, Inc.)
Purchase and Sale of Assets. Subject (a) At the Closing, subject to the terms and conditions set forth hereinhereof and on the basis of and subject to the representations, at warranties, covenants and agreements herein contained, including the Closingassumption by Buyer of the Liabilities, Seller shall will grant, sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase will buy, accept and receive from Seller, free and clear of any Liens, all of Seller’s right, title and interest ininterest, free and clear of all Liens (excluding Permitted Liens), in and to the following assets:
(1) The real estate owned in fee by Seller and under described in Schedule 1(a)(1) and all improvements to such property purchased, installed or constructed by or on behalf of Seller and used in connection with the operation or maintenance of the assetsBranches, properties and rights of every kind and natureincluding, whether realwithout limitation, personal or mixedbuildings, tangible or intangible (including goodwill)structures, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)parking facilities, which relate to, or are used or held for use drive-in connection with, the Business teller facilities (collectively, the “Purchased AssetsPremises”), including the following:;
(a2) All of the assets personal property of Seller located at the Branches described in Schedule 1(a)(2), or affixed to the Premises, including, without limitation, the furniture, trade fixtures, equipment, shelving, on-premises ATMs, security systems, vaults, telephone numbers, sign structures (exclusive of signage containing any trade name, trade dress, trademark or service xxxx, if any, of Seller), and supplies (excluding any items consumed or disposed of and all items containing any trade name, trade dress, trademark or service xxxx, if any, of Seller, but including new items acquired or obtained, in the ordinary course of the Business including but not limited operation of the Branches through the Closing Date) (collectively, the “Personal Property”). The Personal Property is set forth in Schedule 1(a)(2) and shall be updated as of the Closing Date; PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011
(3) All cash on hand at the Branches, including, without limitation, vault and teller cash, xxxxx cash, on-premises ATM cash, prepaid postage, coin counter cash, cash items in the process of collection, and cash equivalents held at the Branches (collectively, the “Cash on Hand”);
(4) Branch Lease Security Deposits, as applicable, relating to the Purchased Assets Branch Leases which Branch Leases are identified in Schedule 1(a)(4);
(5) Prepaid expenses, including rents and utilities, as set forth on Section 2.01 Schedule 1(a)(5), which Schedule 1(a)(5) shall be updated as of the Disclosure ScheduleClosing Date (the “Prepaid Expenses”);
(b6) all processes related The Branch Leases, licenses, contracts and other agreements identified on Schedule 1(a)(6) that relate to running any and all operations of the Seller;
Branches (c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d7) all Intellectual Property AssetsThe Records;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems 8) The rights of action and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent claims related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) Assets and all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights Seller under warranties, indemnities and all similar rights against third parties to express or implied warranties given or made in connection with the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n9) The Additional Assets (as defined below), if any. The foregoing assets in (1) through (9) will be referred to collectively as the “Assets.” Buyer shall succeed to all goodwill rights, title, benefits and interests in and to the going concern value Assets as of the BusinessClosing, and shall be entitled to receive all benefits therefrom from and after the Closing.
(b) No later than two (2) Business Days prior to the Closing Date, Seller may agree to grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer may agree to purchase and accept from Seller, such additional assets of Seller (“Additional Assets”) as the parties may mutually agree, on such terms and conditions (including, without limitation, the valuation thereof and appropriate representations and warranties with respect thereto) as may be mutually agreed upon by the parties and set forth on Schedule 1(b). Such additional consideration for any Additional Assets will be added to the Purchase Price. Buyer will not purchase any assets of Seller under this Agreement other than the Assets and any Additional Assets, if any.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Flagstar Bancorp Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the certain assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use Seller as provided in connection with, the Business this Section 2.01 (collectively, the “"Purchased Assets”"), including the following:
(a) All all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing ("Accounts Receivable");
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories ("Inventory");
(c) all Contracts, including Intellectual Property Agreements, Contracts set forth on Section 2.01(c) of the Disclosure Schedules (the “"Assigned Contracts”");
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “"Tangible Personal Property");
(e) the office lease for the office space located at Sxxxx 0, Xxxx X, 0/X, Xxxxxxx Xxxxxxxxxx Building, 116-118 How Ming Street, Kxxx Xxxx, Kowloon, Hong Kong dated as of January 10, 2011, which is attached as Schedule 2.01(e) (the “Leased Real Property”);
(f) all Leased Real PropertyPermits which are held by Seller and any Subsidiary and required for the conduct of the Seller’s and any Subsidiary’s business as currently conducted or for the ownership and use of the Purchased Assets, including those listed on Section 4.12(b) of the Disclosure Schedules;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes), including deposits related to the Leased Real Property, Seller’s telephone line and the August 2011 Asia Adult Expo tradeshow;
(i) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, Purchased Assets or the Purchased AssetsAssumed Liabilities;
(k) 100% of the outstanding shares or equity ownership of Polarin Pty Ltd., an Australian company and a wholly-owned subsidiary of Seller (“Polarin Australia”); and
(l) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related to the negotiation material and consummation of the Transactions research (collectively, “"Books and Records”");
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Empowered Products, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, Seller all of Seller’s right, title title, and interest in, to to, and under all of the tangible and intangible assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(fb) all Leased Real Propertyinventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories having a value of not less than $30,000, as described in Section 1.01 of the Disclosure Schedules (“Inventory”);
(gc) all rights intellectual property, and all related rights, interests, and protections, however arising, pursuant to the Laws of the United States, all registrations, applications for registration, and renewals of such rights, and the goodwill connected with the use of and symbolized by any Actions of the foregoing, including any nature available to and all: trademarks, service marks, trade names, and similar indicia of source or being pursued origin; websites and domain names, social media account names and pages, and all related content and data; designs and design registrations; copyrights and works of authorship, whether or not copyrightable; trade secrets, inventions, technology, and other confidential and proprietary information, whether or not patentable (collectively, “Company Intellectual Property”);
(d) all Permits, including Environmental Permits, which are held by Seller to and required for the extent related to conduct of the Business, Business as currently conducted or for the ownership and use of the Purchased Assets, whether arising by way including, without limitation, those listed on Section 3.12(b) of counterclaim or otherwisethe Disclosure Schedules;
(he) all prepaid expensesoriginals or, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers ledgers, and general, financial financial, and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access)records, records and data (including all correspondence with any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Governmental Authority”)), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plansplans and marketing, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation material, and consummation of the Transactions research (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nf) all goodwill and the going concern value of the Purchased Assets and the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the closing of the transactions contemplated by this Agreement (the “Closing” and the date the Closing occurs, the “Closing Date”), Seller shall will sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall will purchase from Seller, free and clear of any all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), nature and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which primarily relate to, to or are primarily used or held for use in connection with, the InStaff Business (collectively, the “Purchased Assets”), including the following:
(a) All of the all fixed assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all ContractsInStaff Business, including Intellectual Property Agreementsall personal property, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all office equipment, computers, phone systems, computer equipment, furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property leasehold improvements (the “Tangible Personal Property”);
(b) the domain name and trademark of the Seller listed on Section 3.12 of the Disclosure Schedules, but for the avoidance of doubt, the software listed on Section 3.12 of the Disclosure Schedules shall be Excluded Assets;
(c) the current assets of the InStaff Business that are reflected on Section 1.05(a) of the Disclosure Schedules, including the accounts receivable of the InStaff Business (collectively, the “Acquired Current Assets”), but excluding (i) Seller’s Cash Equivalents, and (ii) the Collections AR;
(d) all of Seller’s right, title and interest under each of the Customer Contracts listed on Section 1.01(d) of the Disclosure Schedules;
(e) all of Seller’s right, title and interest under each of the Temporary Personnel Contracts listed on Section 1.01(e) of the Disclosure Schedules;
(f) all Leased Real Propertyof Seller’s right, title and interest under each of the other Contracts listed on Section 1.01(f) of the Disclosure Schedules (collectively, the Contracts listed on Sections 1.01(d), 1.01(e) and 1.01(f) of the Disclosure Schedules, the “Assumed Contracts”);
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent goodwill related to the InStaff Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expensesright, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums title and fees (including interest in Seller’s trade name “InStaff” and any such item relating to Taxes)derivations thereof;
(i) all Permits used in connection with the InStaff Business listed on Section 3.09(b) of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsDisclosure Schedules;
(j) copies of all insurance benefitsbooks and records of the InStaff Business, including rights customer lists, resumes, referral sources, research and proceedsdevelopment reports, arising from or payroll and billing reports, operating guides and manuals, financial and accounting information, information relating to Staff Employees and Temporary Personnel, creative materials, advertising materials, promotional materials relating to the InStaff Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);Rent Deposits; and
(l) copies of Tax Returnsall claims for refund or credit or rights to receive refunds or credits with respect to Taxes relating to the InStaff Business, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller , or the Assumed Liabilities for any of its Affiliates under any nonPost-disclosure Closing Tax Period, whether such refund is received as a payment or confidentialityas a credit, non-compete or non-solicitationabatement, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessoffset against future Taxes payable.
Appears in 1 contract
Purchase and Sale of Assets. Subject Seller agrees to (or to cause its applicable Affiliate to) sell, assign and transfer to Buyer or its designee, and Buyer agrees to purchase (or cause its designee to purchase) from Seller at the Closing, subject to and upon the terms and conditions set forth contained herein, at each Facility and all of the Closingfollowing properties and assets used, Seller shall sellor held for use, assignin the operation of any of the Facilities (collectively, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, the “Acquired Assets”) free and clear of all Liens other than Permitted Liens:
(a) the Owned Real Property and the easements, rights of way, real property licenses and other real property entitlements related to the Owned Real Property or the Leased Real Property;
(b) the machinery, equipment, materials, supplies, spare parts, fixed assets, furniture, inventory, vehicles, railcars, boats, Owned Vessels and other tangible and intangible personal property owned by Seller or any Liens, all of Seller’s right, title and interest in, its Affiliates which is located at the Facilities (if related solely to and under all any of the assets, properties and rights Acquired Assets) or in transit to (if related solely to any of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwillthe Acquired Assets), wherever located or otherwise used exclusively for, the Facilities or the Acquired Assets, and whether now existing all applicable warranties against manufacturers or hereafter acquired (vendors, other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Fuel Inventory;
(d) all Permits listed on Schedule 2.1(d) (the “Transferred Permits”), to the extent transferrable; provided that Seller shall, during the Interim Period, amend such Schedule to account for applicable changes arising during the Interim Period, to the extent such changes are permitted by Section 5.4;
(e) all applications for Permits listed on Schedule 2.1(e) existing or, to the extent permitted by this Agreement, filed on or before the Closing Date related to any of the Facilities or the Acquired Assets (“Permit Applications”), to the extent transferable;
(f) all of the right, title and interest of Seller and any of its Affiliates in and to Contracts, agreements, use or occupancy agreements, licenses, subleases and leases relating to the use, ownership, operation or maintenance of any of the Facilities or the Acquired Assets, including Intellectual any Leases, Personal Property AgreementsLeases, in each case listed on Schedule 2.1(f) (the “Assigned Contracts”);
; provided that Seller shall, during the Interim Period, amend such Schedule to account for additional Contracts (dincluding Capital Commitments) all Intellectual Property Assets;
(e) all furnitureentered into during the Interim Period, fixturesto the extent such additional Contracts relate to the use, equipmentownership, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration operation or purification systems maintenance of any of the Facilities or the Acquired Assets and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Propertyare permitted by Section 5.4;
(g) all rights subject to any Actions the right of any nature available to or being pursued by Seller to the extent related set forth herein to the Businessretain copies for its use, or the Purchased Assets, whether arising by way of counterclaim or otherwiseall Books and Records;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights the right to use the names “X.X. Xxxxx,” “Xxxxxxx Xxxxxx” and “X.X. Xxxxxx” to the extent Seller or any of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating its Affiliates has the right to Taxes)use the names;
(i) all of Seller’s rights under warrantiesthe right, indemnities title and all similar rights against third parties interest of Seller and any of its Affiliates in and to the Intellectual Property listed on Schedule 2.1(i); provided that Seller may, during the Interim Period, amend such Schedule with the consent of Buyer (such consent not to be unreasonably withheld) to account for applicable changes arising during the Interim Period, to the extent related to any Purchased Assetssuch changes are not prohibited by this Agreement;
(j) all insurance benefits100% of the equity interests in Fort Xxxxxxxxx Road – Lot 15 Landfill, including rights and proceedsLLC, arising from or relating to a Delaware corporation (the Business, or the Purchased Assets“Acquired Entity”);
(k) originalsall vehicles, Owned Vessels and other rolling stock used in the construction, operation or where maintenance of any of the Facilities, the Acquired Assets or any part thereof, but not available, copies, of all research and files including those relating primarily to the Intellectual Property Assets operation or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”)Excluded Assets;
(l) copies of Tax Returnsthe Emission Allowances identified on Schedule 2.1(l); provided that Seller shall, Tax and accounting books and records (and related work papers and correspondence from accountants) related during the Interim Period, amend such Schedule to account for any additional Emission Allowances that are granted or issued to the Purchased AssetsFacilities before the Closing Date, as contemplated by Section 5.25;
(m) all claims accounts and rights in favor notes receivable (including those resulting from any sale of Seller electricity, capacity or ancillary services from other current assets relating to any of its Affiliates under the Facilities, the Assigned Contracts or the other Acquired Assets), whether allocable to a period ending on, before or after the Closing Date (except any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementreceivables that relate exclusively to an Excluded Liability); and
(n) all goodwill and the going concern value rights which accrue or will accrue to Buyer or its designee under this Agreement or any of the BusinessAncillary Agreements.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey convey, and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase the Acquired Assets from the Seller, free and clear of any Liens, Encumbrances other than Permitted Encumbrances. The purchase of the Acquired Assets shall include all of the Seller’s right, title title, and interest in, to to, and under all of the assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)acquired, which relate to, or are used or held for use in connection with, with the Business (collectively, the “Purchased Assets”)Business, including all of the following:
(a) All prepaid expenses, un-deposited funds, credits, advance payments, claims, security, refunds, security deposits, rights of recovery, rights of set-off, rights of recoupment, deposits paid by the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleSeller, charges, sums, and fees;
(b) fixed and current assets including all processes related to running any Ordinary Course of Business tangible assets, including Accounts Receivable, inventory (including work in progress, supplies and parts), office equipment and furniture, point of sale equipment software, all operations of files, records, displays, and fixtures, and other tangible personal property owned by the Seller;
(c) the Seller’s permits, licenses, Intellectual Property, the names “Scientific Air Management, LLC,” “S200,” “S400,” “S1000,” and any other websites associated with the Business and all Contractsvariations thereof, including Intellectual Property Agreementssocial media accounts, (trade agreements, vendor agreements, all phone and fax numbers, e-mail addresses, domain names, and other assets and information deemed necessary by the “Assigned Contracts”)Purchaser;
(d) the Seller’s rights under all Intellectual Property Assetscontracts pertaining to the Business, including such matters as purchase orders, sales contracts, equipment leases, real property leases, and licenses, unless such contracts may be terminated without penalty or recourse prior to closing in which case the Purchaser may determine whether to acquire such contracts;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”)Assigned Contracts;
(f) all Leased Real Propertysupplier and customer relationships in existence on the Closing Date;
(g) marketing materials related to the Business;
(h) all rights to any Actions of any nature available to or being pursued by the Seller to the extent related to the Business, Business or the Purchased Acquired Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of the Seller’s rights under warranties, indemnities indemnities, and all similar rights against third parties to the extent related to any Purchased Acquired Assets;
(j) all insurance benefits, for policies held by the Seller, including rights and proceeds, arising from or relating to the Business, Business or the Purchased Acquired Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreementsfiles, books books, and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, computer databases and software, customer lists, email addresses, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material, and research and files relating to the negotiation Intellectual Property, other than payroll and consummation personnel records; provided that the Purchaser shall be entitled to a copy of the Transactions such records (collectively, “Books and Records”);; and
(l) copies of Tax Returns, Tax and accounting books and records all other assets owned by the Seller (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the BusinessSeller’s assets set forth in clauses (a) through (k) in this Section 2.1 and more specifically described in Exhibit A shall be referred to herein as “Acquired Assets”; provided, however, Acquired Assets shall not include Excluded Assets).
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, as determined and allocated between Buyers in their sole discretion, free and clear of any Liens other than Permitted Liens, all of Seller’s Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business Company Products, including but not limited all Company Product registrations and related registration information (including all Permits related to the Purchased Assets set forth on Section 2.01 of ASCEND Study (TMB01-301) and Investigational New Drug applications) (the Disclosure Schedule“Company Product Registrations”);
(b) all processes related to running any the extent assignable pursuant to Sections 363 and all operations 365 of the SellerBankruptcy Code, all Intellectual Property Assets that are owned by Sellers, including the company names “Timber” and “Timber Pharmaceuticals”;
(c) to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, and subject to Section 2.05, all Contracts, including Intellectual Property Agreements, which are set forth in Section 2.01(c) of the Disclosure Schedules, and in connection with which an order has been entered by the Bankruptcy Court (which may be the Sale Order), authorizing the assumption and assignment of such Contracts by Buyers (the “Assigned Contracts”);
(d) all Intellectual Property Assetsthe sale, work or purchase orders owed to trade vendors or service providers of the Sellers in respect of the Business that are issued in the ordinary course of business and outstanding as of the Closing Date, which are set forth in Section 2.01(c) and Section 2.01(d) of the Disclosure Schedules (the “Assumed Purchase Orders”), as may be amended by Seller prior to Closing to reflect any such Assumed Purchase Orders that are entered into in the ordinary course of business after the date hereof and remain outstanding as of the Closing;
(e) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories related to the Business or any Purchased Asset (“Inventory”);
(f) all furniture, fixtures, equipment, devices, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property related to the Business or any Purchased Asset, including, without limitation, the items listed in Section 2.01(f) of the Disclosure Schedules (the “Tangible Personal Property”);
(fg) to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all Leased Real PropertyPermits related to the Business which are held by Sellers and all of Sellers’ pending applications for Permits related to the Business, including, without limitation, all Permits, and other applications for Permits related to the Business as currently conducted or to the ownership and use of the Purchased Assets (other than the Company Product Registrations);
(gh) the IT Assets, including, without limitation, the items listed in Section 2.01(h) of the Disclosure Schedules;
(i) all rights to any Actions of any nature available to or being pursued by any Seller to the extent related to the Business, any Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise, including Avoidance Action Claims and commercial tort claims (collectively, the “Potential Actions”) solely to the extent that such Actions and/or claims are against the following parties (each a “Designated Party” and collectively, the “Designated Parties”): (i) any of the Sellers’ vendors, suppliers, customers or trade creditors in regards or related to the Purchased Assets or Business, (ii) any of the Sellers’ employees and (iii) any counterparties to any Assigned Contracts, other than the rights to Actions specifically set forth on Section 2.02(f) of the Disclosure Schedules; provided, however, that it is understood and agreed by the parties that Buyers will not assert or pursue any Potential Actions against any Designated Party other than as a defense or offset against any claim or cause of actions raised or asserted by such Designated Party;
(hj) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including related to the Business or any Purchased Asset including, without limitation, any such item relating to Taxes)the payment of Taxes and including, without limitation, the assets described in Section 2.01(j) of the Disclosure Schedules;
(ik) all of Seller’s Sellers’ rights under warranties, indemnities and all similar rights against third parties Third Parties to the extent related to any Purchased AssetsAsset;
(jl) all rights to insurance benefits, including rights and proceeds, arising from or policy proceeds available under the Insurance Policies to the extent relating to the Business, any Purchased Asset or the Purchased AssetsAssumed Liability;
(km) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, (i) books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer listspersonnel files, customer purchasing historieslists of prospective customers, price listsvendors and suppliers, distribution lists, supplier listspurchase orders and invoices, production data, quality control records and procedures, customer patient complaints and inquiry files, research and development files, passwords product development and stability records; (including all IT-related passwords and access), ii) Clinical Data records and data (including all correspondence and filings related to any Investigational New Drugs and clinical trials with any Governmental Authority), sales material and records rights of reference to any Drug Master Files; (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), iii) strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Business or any Purchased Asset, (iv) all files relating to the filing, prosecution, issuance, maintenance, enforcement or defense of any Intellectual Property Rights (including attorney-client privileged materials); (v) records, files (including data files) and consummation of the Transactions documents evidencing any Intellectual Property Assets; and (collectivelyvi) documentation covering, containing, describing, memorializing or otherwise pertaining to or used for any exploitation activity in connection with any Product, in all forms, including in paper or electronically stored formats, in which they are stored or maintained, and all data and information included or referenced therein (“Books and Records”);
, in each case except those (lx) copies of Tax Returnsrelating exclusively to any Excluded Asset or Excluded Liability, Tax and accounting books and records (and related work papers and correspondence from accountantsy) related relating exclusively to the Purchased Assets;
any Employee who is not a Transferred Employee, or (mz) all claims and rights in favor of that any Seller or any of its Affiliates is not permitted to transfer under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementapplicable Law; and
(n) all goodwill and associated with the going concern value of Business or any Purchased Asset, including the BusinessIntellectual Property Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Timber Pharmaceuticals, Inc.)
Purchase and Sale of Assets. Subject to Except as set forth in Section 1.02, upon the terms and subject to the conditions set forth herein, at the Closing, Seller Sellers shall sell, assignconvey, transfer, convey assign, quitclaim and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from Sellerthe Sellers, free and clear of any Liensand all Encumbrances, all of Seller’s worldwide right, title and interest inof Sellers in and to the following properties, to and under all of the assets, properties Contracts, rights and rights of every kind and naturechoses in action, whether tangible or intangible, whether real, personal or mixed, tangible whether accrued, contingent or intangible (including goodwill)otherwise, and wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)located, which relate to, or that are used or held for use in connection withwith the Business, as the Business same may exist on the Closing Date (collectively, the “Purchased Assets”), including the following:"ASSETS"):
(a) All all Intellectual Property, goodwill associated therewith, 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 assets laws of all jurisdictions, including, without limitation, the Business including but not limited to the Purchased Assets set forth Intellectual Property identified on Section 2.01 of the Disclosure ScheduleSCHEDULE 3.10;
(b) all processes related to running any tangible personal property (including, without limitation, inventory, machinery, equipment, appliances and all operations of furniture), including, without limitation, the Sellertangible personal property located at 000 Xxxxxxxx Xxx, Xxxxx X, and 000 Xxxxxxxx Xxx, Xxxxxxx Xxxxx, Xxxxxxxxxx;
(c) all Contractsaccounts receivable (on and off balance sheet), including Intellectual Property Agreementsnotes, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furnitureprepaid items and expenses, fixturesdeferred charges, equipmentrights of offset, machineryclaims for refund, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(f) all Leased Real Property;
(g) all rights receivables or right to any Actions payment of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees whatsoever (including any such item relating to Taxesthe payment of taxes), relating to the Business (collectively, "RECEIVABLES") existing on the Closing Date and all such items arising thereafter, a true, correct and complete list of which, as they existed on March 31, 2003, is set forth hereto as SCHEDULE 3.04(a);
(d) cash and cash equivalents of Sellers received from the Business prior to, and existing on, the Closing Date;
(e) cash and cash equivalents of the Sellers received from the Business on and after the Closing Date;
(f) the real and personal property lease agreements and leasehold improvements identified on SCHEDULE 3.06(a) and 3.06(b) respectively;
(g) all Software and the Contracts related thereto used or held for use in or relating to the Business, including, without limitation, the items specified on SCHEDULE 3.10;
(h) all worldwide right, title and interest of the Sellers in and to all Contracts, agreements, arrangements, instruments and documents specified on SCHEDULE 3.11 (the "ASSUMED CONTRACTS");
(i) all goodwill of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsSellers in the Business;
(j) all insurance benefitsbooks, including rights records, files, manuals and proceedsother similar materials, arising from including, advertising materials, marketing materials, brochures, business and marketing plans and proposals, production data, sales and promotional materials and records, purchasing materials and records, files for past, existing and contemplated projects, media materials, accounting, financial and fiscal records (copies), sales order files, customer lists and customer records in any form (and all software related to any such customer records, to the extent transferable), whether of past or present customers or potential future customers, of the Business, advertiser lists, receipts and computer records relating to the Assets, standard operating procedures, correspondence, customer relation information, and any other trade secrets, confidential or proprietary information pertaining to the Business (the "BUSINESS RECORDS");
(k) all claims, choses in action, causes of action and judgments relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or other Assets, PROVIDED, HOWEVER, that all avoidance actions available to the Intellectual Property Agreements, books and recordsSellers under applicable law, including books of accountbut not limited to those included under Sections 544, ledgers 545, 547, 548, 549, 550 and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation 553 of the Transactions (collectively, “Books and Records”)Bankruptcy Code shall be retained by the Sellers;
(l) copies of Tax Returnsall certifications, Tax franchises, approvals, permits licenses, orders, registrations, certificates, variances and accounting books other similar permits or rights obtained from any Governmental Entity or professional or trade organization utilized in operating the Business and records (and related work papers and correspondence from accountants) related to the Purchased Assetsall pending applications therefor;
(m) all claims third party warranties and rights in favor of Seller or guarantees with respect to any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Assets; and
(n) all goodwill and rights to receive insurance proceeds relating to the going concern value damage, destruction or impairment of any of the BusinessAssets subsequent to the date hereof but prior to the Closing Date.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances, all of Seller’s right, title and interest in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Seller (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehiclespackaging, office equipmentparts, suppliesinventory identified on Schedule 2.01(a) (collectively, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);
(fb) all Leased Real Propertythe inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories identified on Schedule 2.01(b) (collectively, the “Inventory”);
(gc) the Intellectual Property listed on Schedule 2.01(c) (collectively, “Intellectual Property Assets”);
(d) the Contracts (including purchase orders) identified on Schedule 2.01(d) (collectively, the “Assigned Contracts”);
(e) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Commercial Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(if) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(kg) originals, or where not available, copies, of all research books and files records relating to the Intellectual Property Commercial Business, the Purchased Assets or the Intellectual Property Agreements, books and recordsAssumed Liabilities, including books of account, ledgers to the extent existing and general, financial and accounting recordsavailable, machinery and equipment maintenance files, customer listslists (including all customers of the Commercial Business that purchased products or services from Seller or its Affiliates or distributors during the 3 year period prior to the Closing Date), customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), product specifications, design files and information, new product pipeline, sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation material, research and consummation of the Transactions files (collectively, “Books and Records”);; and DM3\7875356.18
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nh) all goodwill and the going concern value of associated with the Commercial Business, the Purchased Assets or the Assumed Liabilities.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate toto the extent that such assets, or properties and rights are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleAccounts Receivable;
(b) all processes related the Contracts listed on Appendix 2.01(b), but only to running any the extent the rights thereto arise and all operations of relate to periods after the Seller;
(c) all Contracts, including Intellectual Property Agreements, Effective Time (the “Assigned Contracts”) and not including any other Contracts all of which are excluded hereunder;
(c) the Owned Real Property (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto), including the address location and use;
(d) all Intellectual rights of Seller on a going forward basis under all Leases of the Leased Real Property Assetsof Seller, which Leased Real Property and Leases are listed on Section 4.10(b) of the Disclosure Schedules;
(e) all furniturebuildings, fixturesstructures, equipmentimprovements, machineryand fixtures located on any Leased Real Property which are owned by Seller, toolsregardless of whether title to such buildings, vehiclesstructures, office equipmentimprovements, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and fixtures are subject to reversion to the landlord or other tangible personal property (third party upon the “Tangible Personal expiration or termination of the Lease for such Leased Real Property”);
(f) all Leased Real Propertytractors, trailers, and straight trucks used in the Business, including but not limited to those set forth on Section 4.21(a) of the Disclosure Schedules;
(g) all rights other equipment and tangible personal property, including but not limited to any Actions that set forth on Section 2.01(g) of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwiseDisclosure Schedules;
(h) all Intellectual Property Assets, including but not limited to (i) the Software and (ii) those set forth on Section 2.01(h) of the Disclosure Schedules (but excluding any Intellectual Property Assets that are Excluded Assets);
(i) Books and Records;
(j) Permits, which are listed on Section 4.16(b) of the Disclosure Schedules, to the extent transferrable and to the extent required by Buyer to operate the Business, but only to the extent the rights thereto arise and relate to periods after the Effective Time;
(k) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)fees;
(il) all of Seller’s rights under warranties, indemnities and all similar rights against third parties insurance proceeds to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating damages to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating Real Property incurred prior to the Intellectual Property Assets or the Intellectual Property AgreementsClosing (excluding, books however, any proceeds to reimburse Seller for any repairs made and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related paid prior to the negotiation and consummation of the Transactions (collectively, “Books and Records”Closing);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor those assets assigned by Western States to Seller prior to the Closing Date including without limitation those described on Section 2.01(m) of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Disclosure Schedules; and
(n) all goodwill associated with the Purchased Assets and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bassett Furniture Industries Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase the Acquired Assets from Seller, free and clear of any Liens, Encumbrances other than Permitted Encumbrances. The purchase of the Acquired Assets shall include all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)acquired, which relate to, or are used or held for use in connection with, with the Business (collectively, the “Purchased Assets”)Business, including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, plant tooling, scanners, machinery, tools, vehicles, office equipment, printers, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property owned by the Seller;
(b) all accounts and unbilled receivables held by Seller, and any security, claim, remedy or other right related to any of the foregoing to the extent not contributed as set forth on the Allocation Schedule;
(c) all commercial and consumer products related to the Business, including work in progress, deferred cost of services, supplies, parts and other inventories (“Tangible Personal PropertyInventory”);
(d) all deposits made to manufactures of AirocideTM consumer products;
(e) all cash on deposit in the Seller’s accounts as set forth in Schedule 1, which shall be deposited into the Acquired Bank Account prior to the Closing;
(f) all Leased Real PropertyAssigned Contracts;
(g) the Intellectual Property set forth on Schedule 4.11(a);
(h) manufacturer, distributor and customer relationships in existence on the Closing Date;
(i) all marketing materials related to the Business;
(j) all Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Acquired Assets to the extent such Permits are transferable;
(k) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, Business or the Purchased Acquired Assets, whether arising by way of counterclaim or otherwise;
(hl) all prepaid expenses, un-deposited funds, credits, advance payments, claims, security, refunds, security deposits, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item items relating to the payment of Taxes);
(im) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Acquired Assets;
(jn) all insurance benefits, for policies held by Seller, including rights and proceeds, arising from or relating to the Business, Business or the Purchased Acquired Assets;
(ko) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, computer databases and software, customer lists, email addresses, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property, other than payroll and consummation of the Transactions personnel records (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(p) all other assets owned by the Seller (all of the Seller’s assets set forth in clauses (a) through (n) all goodwill in this Section 2.01 and the going concern value of the Businessmore specifically described in Exhibit A shall be referred to herein as “Acquired Assets;” provided, however, Acquired Assets shall not include Excluded Assets).
Appears in 1 contract
Purchase and Sale of Assets. Subject Pursuant to sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the satisfaction of the conditions set forth hereincontained in this Agreement, at the Closing, Seller the Selling Entities shall sell, assign, transferconvey, convey transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from Sellerthe Selling Entities, all of the Selling Entities’ right, title and interest, free and clear of any Liens, all of Seller’s right, title Liabilities and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired Encumbrances (other than the Excluded AssetsAssumed Liabilities and Permitted Encumbrances), which relate to, or are used or held for use in connection with, and to the Business specified assets of the Selling Entities set forth on Section 2.1 of the Seller Disclosure Schedule (collectively, the “Purchased Assets”); provided, including however, that notwithstanding anything to the following:contrary herein, the Purchased Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include all of the Selling Entities’ right, title and interest in and to the following (except to the extent listed as, or otherwise constituting, an Excluded Asset):
(a) All all Contracts listed on Section 2.1(a) of the assets of Seller Disclosure Schedule (as amended from time to time in accordance with Section 2.5, the Business including but not limited “Assumed Agreements”) assumed and assigned to the Purchased Assets set forth on Buyer pursuant to Section 2.01 of the Disclosure Schedule2.5;
(b) all processes related to running any and all operations the Real Property Leases listed on Section 2.1(b) of the SellerSeller Disclosure Schedule (as amended from time to time in accordance with Section 2.5, the “Assumed Real Property Leases”) assumed and assigned to the Buyer pursuant to Section 2.5;
(c) all Contractsitems of machinery, equipment, supplies, inventory, furniture, fixtures, leasehold improvements (to the extent of the Selling Entities’ rights to any leasehold improvements under the Assumed Real Property Leases) and other tangible personal property and fixed assets owned by the Selling Entities as of the Closing and located at the sites subject to the Assumed Real Property Leases as of the date hereof, including Intellectual Property Agreementsbut not limited to those certain assets identified on Section 2.1(c) of the Seller Disclosure Schedule, but excluding the Excluded Assets (collectively, the “Assigned ContractsMojave M&E”);
(d) all Intellectual Permits, including Environmental Permits needed for operations at sites subject to the Assumed Real Property Leases or otherwise applicable to the Purchased Assets, to the extent such Permits are transferable, including, but not limited to, all such Permits and Environmental Permits set forth on Section 2.1(d) of the Seller Disclosure Schedule;
(e) all furniturebooks, fixturesrecords, equipmentinformation, machineryfiles, toolsdata and plans (whether written, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration electronic or purification systems in any other medium) and other tangible personal property similar items of the Selling Entities as of the Closing in each case exclusively related to the Purchased Assets (the “Tangible Personal PropertyBooks and Records”);
(f) the Purchased IP and all Leased Real Propertyitems listed on Section 2.1(f) of the Seller Disclosure Schedule;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes)) to the extent related to any Purchased Assets;
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(ni) all goodwill any rights, claims or causes of action as of the Closing of any Selling Entity relating to or arising against counterparties to the Assumed Agreements and the going concern value Assumed Real Property Leases in respect of the Businessassets, properties, conduct of business or operations of such Selling Entity that arise from and after the Petition Date or relate to events, facts and circumstances first existing after the Petition Date, excluding any rights, claims or causes of action that relate to any Excluded Assets or Excluded Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Virgin Orbit Holdings, Inc.)
Purchase and Sale of Assets. Subject to At the terms and conditions set forth herein, at the ClosingClosing (as defined in Section 4.1), Seller shall sell, assign, transfer, convey and deliver will sell to Buyer, and Buyer shall will purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are assets used or held for use usable in connection with, the Business (collectively, the “Purchased Assets”), including free and clear of all Liabilities and Encumbrances, other than the followingExcluded Assets (as defined below). The Purchased Assets shall include, but are not limited to, the following assets of the Business:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixturessoftware, equipment, machinery, tools, vehiclesproduct specifications, office equipment, supplies, computers, telephones, keysfurniture, storage tanksfixtures, water filtration or purification systems and other tangible personal property property;
(b) All Intellectual Property (as defined below);
(c) All Know-how and documentation, including all technical and programming files, reports, manuals and educational tools;
(d) All Contracts of Seller, including, customer and Supplier agreements and Contracts, or open work orders as Buyer may agree to assume after signing and prior to the Closing Date, as set forth on Schedule 5.7 (as finally determined, the “Tangible Personal PropertyAssigned Contracts”);
(e) Customer lists including all contact information, deal pipelines, and customer forecasts;
(f) all Leased Real PropertyAll approved marketing documents, brochures, current and historic selling materials and promotional programs;
(g) all rights to any Actions of any nature available to or being pursued All Permits which are held by Seller to and required for the extent related to conduct of the Business, Business as currently conducted or for the ownership and use of the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all All accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”)
(i) All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all All goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(b) of the Disclosure Schedules (the “Assigned Contracts”);
(dc) all Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fe) all Leased Real PropertyPermits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;
(gf) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hg) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nk) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject The Seller agrees to sell and transfer to the terms Buyer, and conditions set forth herein, the Buyer agrees to purchase from the Seller at the Closing, Seller shall sell, assign, transfer, convey subject to the exclusions contained in § 2.2 and deliver subject to Buyer, and Buyer shall purchase from Sellerupon the other terms and conditions contained herein, free and clear of any Lien whatsoever arising by, through or under Seller, other than Permitted Liens, all of Seller’s right, title and interest in, to and under all assets of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)Seller, which relate to, or are used or held for use in connection with, without limitation include the Business following (collectively, the “Purchased Acquired Assets”), including the following:):
(a) All of the assets of the Business including but not limited The Licenses listed on Schedule 2.1(a) and all other licenses, permits, authorizations and approvals from all Governmental Authorities with respect to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing;
(b) all processes The leases and the related to running any and all operations agreements (including those leases in the form of the Sellerlicenses) (each a “Lease”) listed on Schedule 2.1(b) hereto;
(c) all ContractsAll assets, including Intellectual Property Agreementsequipment, (licenses and contracts, associated with the “Assigned Contracts”)Business and all inventory of radio and other wireless equipment;
(d) All other assets of the Seller which were used or useful in the conduct of the Business on the Balance Sheet Date, and all Intellectual Property Assetsassets of the Seller that have been acquired since the Balance Sheet Date for use or used in the Business (other than assets that have been disposed of in the Ordinary Course of Business since the Balance Sheet Date), including without limitation all such assets as constitute tangible personal property (such as wireless and other equipment, inventories, supplies, parts, and computer and office equipment and furniture) used or useful in connection with the conduct of the Business;
(e) All other rights of the Seller under all furniturelicenses, fixturespermits, equipmentauthorizations, machineryorders, toolsregistrations, vehiclescertificates, office equipmentapprovals, suppliesconsents and franchises used or useful in connection with the conduct of the Business or any pending applications relating to any of the foregoing, computersincluding without limitation all governmental permits, telephoneslicenses, keysauthorizations, storage tanks, water filtration or purification systems approvals and other tangible personal property (the “Tangible Personal Property”consents described on Schedule 2.1(e);
(f) all Leased Real PropertyAll Intellectual Property of the Seller used or useful in connection with the conduct of the Business, goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, remedies against infringements thereof and rights to protection of interest therein, including, without limitation, the Intellectual Property described on Schedule 2.1(f);
(g) all rights to any Actions All customer, distributor, supplier and mailing lists used or useful in connection with the conduct of any nature available to or being pursued by Seller to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, All rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item the Seller under Contractual Obligations relating to Taxesthe conduct of the Business (the “Contracts”) listed on Schedule 2.1(h);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to To the extent related that, as of the Closing, the Seller has not received all payments due to it under the LD Sale Agreement, the right to receive any Purchased Assetssuch payments net of any reasonable expenses incurred by the Seller after the Closing in connection therewith;
(j) all insurance benefitsAll files, including rights plans, documents, correspondence, lists, drawings, notebooks, specifications, creative materials, advertising and proceedspromotional materials, arising from marketing materials, studies, reports, equipment repair, maintenance or service records relating to the Business, conduct of the Business whether written or the Purchased Assets;electronically stored or otherwise recorded; and
(k) originalsAll cash, or where not available, copies, cash equivalents and accounts receivable of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation Seller as of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the BusinessClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Avenue Networks Inc)
Purchase and Sale of Assets. Subject 1.1 Purchase and Sale of Assets ---------------------------
a. Purchased Assets. Pursuant to the terms and subject to the conditions set forth hereinof this Agreement, at on the ClosingClosing Date (as defined in Section 1.4 below), Seller shall will sell, assign, transferconvey, convey transfer and deliver to BuyerPurchaser, and Buyer shall Purchaser will purchase and acquire from Seller, free and clear of any Liens, all of Seller’s 's right, title and interest in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal which are owned or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business leased by Seller (collectively, the “Purchased "Assets”)"):
i. All raw materials, including the following:
(a) All work-in-progress, finished goods and inventory of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) Seller, including, without limitation, all processes related to running any raw materials, work-in-process supplies and all operations of the inventory located in Seller;
(c) all Contracts's warehouses, including Intellectual Property Agreementsdistribution centers, in transit or otherwise (the “Assigned Contracts”"Purchased Inventory");
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property ii. All accounts receivable (the “Tangible Personal Property”"Purchased Receivables");
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Businessiii. All fixed assets, or the Purchased Assetsincluding, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting recordswithout limitation, machinery and equipment maintenance filesand other attachments owned by Seller, customer listsspare parts, customer purchasing historiessupplies, price listsfurniture and fixtures, distribution listscomputer equipment and software and other personal property owned by Seller;
iv. All rights of Seller under and in connection with the leases and subleases of real property, supplier liststogether with Seller's interest in all buildings, production datafacilities, quality control records fixtures and proceduresother improvements thereon and all easements, customer complaints rights-of-way, transferable licenses and inquiry files, research permits and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions other appurtenances thereto which are set forth on Schedule 1.1(a)(iv) (collectively, “Books and Records”the "Assigned Leases");
v. All transferable rights of Seller under and in connection with the contracts, commitments, purchase orders, agreements and unexpired leases (lother than Assigned Leases), which are set forth on Schedule 1.1(a)(v) copies (collectively, the "Assigned Contracts");
vi. All rights to the trade secrets, processes and methods, whether or not patentable, owned by Sellers (the "Purchased Intellectual Property");
vii. All transferable federal, state or local or other governmental and other third party permits (including occupancy permits), certificates, licenses, consents, authorizations, approvals, registrations or franchises necessary or useful in the operation by Seller of Tax Returnsits business (collectively, Tax and accounting the "Assigned Permits"); and
viii. All books and records (maintained by Seller through the Closing Date, including, without limitation, Bank Records, bank statements, financials, product manuals, operating manuals, and related work papers records relating to customer and correspondence from accountants) related trade accounts and lists and similar operating data, whether in electronic, computer, paper or other form, other than books and records which Seller is required by law to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessretain.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ipvoice Communications Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase purchase, acquire, assume, accept and receive from Seller, free and clear of any LiensEncumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill)intangible, wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate toare owned, or are used or held for use by Seller or its Affiliates in connection with, with the Business operation of the Facility (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth Contracts listed on Section 2.01 1.01(a) of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, Schedules (the “Assigned Contracts”);
(b) all rights of Seller as lessee under the Leases listed on Schedule 1.01(b) of the Disclosure Schedules (the “Real Property Leases”), including all rights of Seller in and to the Leasehold Improvements situated on the premises leased under the Real Property Leases;
(c) to the extent transferable, all Permits that are held or used by (or which have been filed or delivered by or on behalf of) Seller and required for the operation of the Facility as currently operated or for the ownership and use of the Purchased Assets as currently constituted, including those Permits described in Section 1.01(c) of the Disclosure Schedules;
(d) all Intellectual Property each item of capital equipment owned by the Seller and located at the Facility (the “Equipment Assets”), including such Equipment Assets set forth on Section 1.01(d) of the Disclosure Schedules;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computerscomputer hardware, telephones, data processing equipment, office furnishings, instruments, tooling, leasehold improvements, spare parts, keys, storage tanksaccess cards, water filtration codes, files, warranties, and, to the extent assignable or purification systems transferable by Seller, all rights in all warranties of any manufacturer or vendor with respect thereto, and other tangible personal property, including the tangible personal property (described in Section 1.01(e) of the “Tangible Personal Property”)Disclosure Schedules;
(f) all Leased Real Propertyinventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (including any rights to rebates, refunds or discounts due with respect thereto, “Inventory”), including the Inventory described in Section 1.01(f) of the Disclosure Schedules, but excluding all cell therapy products manufactured by Seller and all Inventory used in the manufacture of such products (“Seller Products”);
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Businessbooks, or the Purchased Assets, records and data (whether arising by way of counterclaim in electronic form or otherwise;
(h) all prepaid expenses), creditsincluding, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer supplier lists, customer purchasing histories, price lists, distribution lists, supplier listsinventory records, production data, quality control records and procedures, customer complaints and inquiry filesall documentation that relates to Seller’s Standard Operating Procedures (“SOPs”) exclusively relating to the operation of the Facility, research and development filesincluding documentation that supports the Facility’s compliance with the cGMP requirements for Phase I clinical supply, passwords (including all IT-related passwords and access)but excluding books, records records, and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications directly related to the negotiation and consummation Seller’s cell therapy products or other proprietary programs of the Transactions (collectively, “Books and Records”)Seller or its Affiliates;
(lh) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related any insurance proceeds arising in connection with damage to the Purchased Assets;
(m) Assets occurring prior to Closing as contemplated by Section 6.13 and all claims guaranties and rights in favor of Seller or warranties concerning any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementthe Purchased Assets; and
(ni) all goodwill and the going concern value of the BusinessFacility and the Purchased Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Purchase and Sale of Assets. Subject to At the terms and conditions set forth herein, at the ClosingClosing (as defined in Section 3), Seller shall agrees to sell, assignconvey, transfer, convey assign and deliver to BuyerPurchaser, and Buyer shall AMT and Purchaser agree to purchase from Seller, free and clear of any Liensfor the purchase price hereinafter specified, all of Seller’s right, title and interest in, to and under all of the 's assets, properties and rights business of every kind and nature, whether real, personal or mixed, tangible or intangible description and wherever situated (including goodwillthe "Assets"), wherever located and whether now existing or hereafter acquired (other than . Without limiting the Excluded Assets), which relate to, or are used or held for use in connection withgenerality of the foregoing, the Business (collectively, the “Purchased Assets”), including the followingAssets to be acquired by Purchaser hereunder shall include:
(a) All of Seller's goodwill and business as a going concern, including the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;name "Grafalloy" or any variation thereof.
(b) all processes related All of Seller's normal operating cash on hand, accounts receivable, (a recent listing of which is attached hereto) miscellaneous accounts receivable and notes receivable or other rights to running any and all operations receive payments, whether arising out of the Seller;manufacture, sale, distribution or use of its products, technology, services or otherwise. 6
(c) all ContractsAll of Seller's inventories of finished goods, including Intellectual Property Agreementswork-in-process, raw materials, and other miscellaneous supplies and materials (the “Assigned Contracts”a recent listing of which is attached hereto);.
(d) all Intellectual Property Assets;All of the GEC Stock.
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”);All of Seller's prepaid expenses.
(f) all Leased Real Property;All interests of Seller in real property including land, buildings, structures, improvements, fixtures, leaseholds and leasehold improvements.
(g) all rights to any Actions All machinery, equipment, tools, molds, motor vehicles, transportation, packing and delivery equipment and supplies, furniture and fixtures of any nature available to or being pursued every kind and description owned by Seller to or ordered by it (a recent listing of which is attached hereto) on or before the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwise;Closing Date (as defined in Section 3).
(h) all prepaid expensesAll of Seller's right, credits, advance payments, claims, security, refunds, rights title and interest of recovery, rights of set-off, rights of recoupment, deposits, charges, sums every kind and fees (including any such item relating description in and to Taxes);the following assets:
(i) all All of Seller’s 's rights and privileges under warranties"Assigned Contracts" (as defined in Section 1.4) and unfilled purchase and sales orders.
(ii) All of Seller's rights to or under all trademarks, indemnities service marks, certification marks, United States and foreign trademark registrations and applications, trade names, copyrights, United States and foreign patents and patent applications, if any, including international priority rights associated therewith, and all similar patent, trademark and other licenses, trade secrets, inventions, and any and all goodwill associated with any of the foregoing, royalties and rights against third parties to sue xxx past infringements, including, without limitation, those items listed or otherwise described on the extent related to any Purchased Assets;Schedules hereto.
(jiii) all insurance benefitsAll of Seller's customer lists, including rights and proceedsuncollected invoices, arising from or relating to the Businesscredit files, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and payroll records, including schedules of fixed assets, books of account, ledgers contracts, sales representation agreements and generalsales agency agreements (if any), financial and accounting files, papers, books, records, machinery designs, drawings, specifications and equipment maintenance filesengineering data and all other public or confidential business records, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation extent reasonably required for the orderly continuation of the Transactions business operations of Seller (collectively, “Books and the "Business Records”");.
(li) copies Except as otherwise specified on the Disclosure Schedule hereto, all of Tax ReturnsSeller's causes of action, Tax judgements, claims and accounting books demands of whatever nature, memberships, agencies and records (permits, claims for refunds and related work papers rights of offset and correspondence from accountants) related credits, all to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(n) all goodwill and the going concern value of the Businessextent that they are assignable by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Materials & Technologies Corp)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “"Purchased Assets”"), including including, without limitation, the following:
(a) All all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing ("Accounts Receivable");
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories ("Inventory");
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedules (the “"Assigned Contracts”");
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property to the extent the same is in the name of or titled to the Seller (the “"Tangible Personal Property”");
(f) all Owned Real Property and Leased Real Property;
(g) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
(h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s 's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased AssetsAssets and are transferable;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “"Books and Records”");
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liensany, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth The domain names, trademarks, software code, and social media accounts listed on Section 2.01 of the Disclosure Schedule;.
(b) all processes related All right, title and interest in the Master Referral Agreement executed between the Parties (the “MRA”), including any amounts already accrued and not vet paid to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(b) of the Disclosure Schedules (the “Assigned Contracts”);
(d) all Intellectual Property Assets;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration Permits which are held by Seller and required for the conduct of the Business as currently conducted or purification systems for the ownership and other tangible personal property (use of the “Tangible Personal Property”)Purchased Assets;
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hg) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ih) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(lk) copies of Tax Returnsan unlimited, Tax irrevocable, assignable, royalty-free, perpetual and accounting books and records (and related work papers and correspondence from accountants) related worldwide license to use all software elements necessary to the Purchased Assetsoperation of XxxxxXxxxxx.xxx as is conducted as of the Effective Date (such assets, the “Licensed ). Seller retains all right, title, and interest, including all intellectual property rights and interests, in and to the Licensed IP. ;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nl) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller the Companies shall sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellerthe Companies, free and clear of any Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and naturenature of the Companies, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Acquired Assets”), including including, without limitation, the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulecash and cash equivalents;
(b) all processes accounts or notes receivable held by the Selling Parties, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing (“Accounts Receivable”), other than those Accounts Receivable identified on Schedule 2.1(b) (the “Retained Accounts Receivables”);
(c) all Contracts, including all licenses for Intellectual Property AgreementsProperty, relating to the Business to which any Company or any of their Subsidiaries is a party, other than the Excluded Contracts (the “Assigned Contracts”), including, without limitation, those Contracts listed on Schedule 2.1(c);
(d) all Intellectual Property AssetsProperty;
(e) all furniturePermits, fixturesincluding environmental Permits, equipmentwhich are held by the Companies and required for the ownership and use of the Acquired Assets, machineryincluding, toolswithout limitation, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other tangible personal property (the “Tangible Personal Property”those Permits listed on Schedule 2.1(e);
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller any of the Selling Parties to the extent related to the Business, the Acquired Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hg) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes)the extent related to the Acquired Assets or the Assumed Liabilities;
(ih) all of Seller’s the Companies’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assetsthe Acquired Assets or the Assumed Liabilities;
(ji) all insurance benefits, including rights and proceeds, arising from or relating to the Business, Acquired Assets or the Purchased AssetsAssumed Liabilities;
(kj) originals, or where not available, copies, of all research Books and files relating Records related to the Intellectual Property Acquired Assets or the Intellectual Property AgreementsAssumed Liabilities; provided, books however, that the Companies shall be entitled to retain copies of all such Books and recordsRecords;
(k) all telephone numbers, including books of accountfax numbers, ledgers directory listings, social media accounts, and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications advertising related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementBusiness; and
(nl) all goodwill and the going concern value of the Business. To the extent any personal property, inventory, supplies, contracts or other rights owned by any of the Selling Parties or any of their Affiliates are used in, arise out of or are necessary to the continued conduct of the Business (other than the Excluded Assets), they are included within the defined term “Acquired Assets” if they would have been so included had they been owned by the Selling Parties, and the Selling Parties shall cause each such Affiliate to convey such assets and property to Purchaser, or to the Companies for conveyance to Purchaser, on or prior to the Closing Date, in accordance with the terms hereof.
Appears in 1 contract
Purchase and Sale of Assets. Subject to (a) At the Closing provided for in Section 2.01, on the terms and subject to the conditions set forth herein, at the Closingin this Agreement, Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, and Buyer shall purchase and acquire from Seller all of Seller’s the right, title and interest of Seller in and to the assets and rights set forth below (collectively, the "Purchased Assets"):
(i) the real property of Seller listed in Schedule 3.07(a) (the "Real Property"), in each case together with Seller's right, title and interest in all buildings, structures, improvements, appurtenances, and fixtures thereon (collectively, the "Facilities");
(ii) (A) all raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories owned by Seller that as of the Closing are located at the Facilities and (B) all logs and other raw materials, work-in-process, finished OSB and other finished goods, supplies, parts, spare parts and other inventories owned by Seller but not located at the Facilities as of the Closing (including those in transit, on consignment or in the possession of any Third Party or otherwise located on or at properties not included in the Facilities) that are primarily held for use at the Facilities or were manufactured at the Facilities (collectively, the "Inventory");
(iii) all of Seller's trade receivables arising out of the Business reflected on the Final Closing Statement (the "Receivables");
(iv) the Owned Personal Property and interests therein and Leased Personal Property and interests therein of Seller (the "Personal Property");
(v) except as set forth in Schedule 1.01(b)(ix), all patents (including all reissues, divisions, continuations, continuations-in-part and extensions thereof), patent applications, patent rights, trademarks, trademark registrations, trademark applications, service marks, trade names, trade dress, business names, brand names, domain names, copyrights, copyright registrations, designs, design registrations, and all rights to and under all to use any of the assets, properties and rights foregoing ("Intellectual Property") as well as the right to sue for any pre-Closing infringexxxts of every kind and nature, whether real, personal such Intellectual Property owned by or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate tolicensed to Seller that are exclusively used, or are used or exclusively held for use in connection withthe Business including, without limitation, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule;
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, listed in Schedule 1.01(a)(v) (the “"Assigned Contracts”Intellectual Property");
(dvi) except as set forth in Schedule 1.01 (b)(ix) and except for the software license agreements set forth on Schedule 1.01(b)(i) relating to software that will be provided under the Transition Services Agreement, all Intellectual Property Assets;
trade secrets, Seller confidential information, inventions, discoveries, know-how, formulae, practices, methods, processes, procedures, ideas, specifications, engineering data, software, firmware, programs and source disks, source codes, designs, composition services, research data and records, records of invention, technical information, test information, market surveys and marketing know-how, instruction manuals, concepts, unpatented blue prints and all rights to use any of the aforesaid and all media carrying any of the aforesaid and all rights to sue for pre-Closing infringementx xf any of the aforesaid (e"Technology") all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration owned by or purification systems and other tangible personal property licensed to Seller that are exclusively used or exclusively held for use in the Business (the “Tangible Personal Property”"Assigned Technology");
(fvii) all Leased Real PropertyPermits of Seller that are set forth on Schedule 1.01(a)(vii) (the "Assigned Permits");
(gviii) all Contracts to which Seller is a party or by which Seller is bound that exclusively relate to, are exclusively used, or are exclusively held for use in the Business (other than licenses of Intellectual Property and Technology that do not constitute Assigned Intellectual Property or Assigned Technology), Contracts listed on Schedule 1.01(a)(viii) and that portion of each Shared Contract to the extent pertaining to the conduct of the operations of the Business after Closing (the "Assigned Contracts"), including, without limitation, all rights to any Actions receive goods and services purchased pursuant to such Assigned Contracts and to assert claims and take other actions in respect of any nature available to breaches or being pursued by Seller other violations thereof, in each case except to the extent related to Excluded Liabilities;
(ix) all Prepaid Expenses reflected on the Final Closing Statement;
(x) all rights and claims to the extent relating to or arising out of any Assumed Liability (including Tax refunds and credits attributable to Taxes that constitute Assumed Liabilities);
(xi) all books and records, files and documents including, without limitation, all sales and business records, service records, warranty records, books of account, ledgers, general, financial, Tax and accounting records, personnel records of Continuing Employees (to the extent permitted by Applicable Law), files, invoices, inventory records, product specifications, drawings, engineering, maintenance, operating and production records, cost and pricing information, business plans, catalogs, quality control records, blueprints, research and development files, records and laboratory books, patent disclosures, patent life histories, patent oppositions, patent invalidity and patentability opinions, litigation files, credit records of customers, customers' and suppliers' lists, other distribution lists, billing records, sales and promotional literature, equipment logs, operating guides and manuals, material safety data sheets, lock out/tag out procedures, customer and supplier correspondence, maps and surveys (in all cases, in any form or medium) ("Records") of Seller that are used in the Business (except to the extent related to an Excluded Asset or Excluded Liability) or that relate to any Assumed Liability (the "Assigned Records");
(xii) all computer and automatic machinery, servers, network equipment and connections, program documentation, tapes, manuals, forms, guides and other materials with respect thereto and related licenses and other agreements (other than any of such property that is or relates to Intellectual Property that does not constitute Assigned Intellectual Property or Technology that does not constitute Assigned Technology) that as of the Closing are owned by or licensed to Seller and are (A) located at the Facilities or (B) are not located at the Facilities but are exclusively used or exclusively held for use in the operation of the Business;
(xiii) all proceeds received or receivable by Seller prior to the Closing under insurance policies as a result of damage to or the destruction of any Purchased Asset that occurs prior to the Closing (but excluding any proceeds due under business interruption insurance) to the extent Seller has not used such proceeds to repair or replace such damaged or destroyed assets; and
(xiv) all goodwill generated by or associated with the Business, or including the exclusive right to represent oneself as the successor of the Business (it being understood that Seller is not transferring to Buyer any goodwill associated with the Potlatch Name) and Seller's telephone numbers used in connection with the Business.
(b) Notwithstanding anything in this Agreement to the contrary, specifically excluded from the Purchased Assets are the right, title and interest of Seller in or to any of following (collectively, the "Excluded Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);"):
(i) all assets identified on Schedule 1.01(b)(i);
(ii) Seller's corporate charters, minutes and stock record books and corporate seals;
(iii) all cash and cash equivalents and sales tax refunds held by Seller;
(iv) all rights, claims and credits of Seller’s rights Seller to the extent arising out of or relating to any Excluded Asset or any Excluded Liability, including rights, claims and credits (other than Prepaid Expenses reflected on the Final Closing Statement) under Assigned Contracts arising from or related to the period prior to the Closing, Tax refunds and credits attributable to Taxes that constitute Excluded Liabilities, all insurance policies and rights, claims and credits to Seller arising under insurance policies (except to the extent specified in Section 1.01(a)(x)) and all guarantees, warranties, indemnities and all other intangible property rights or claims and similar rights against third parties to the extent related to in favor of Seller in respect of any Purchased AssetsExcluded Asset or any Excluded Liability;
(jv) all insurance benefits, including of the Benefit Plans (as defined in Section 3.10(a)) and assets of the Benefit Plans;
(vi) all rights of Seller under this Agreement and proceeds, arising from any other agreements and instruments executed and delivered in connection with this Agreement;
(vii) all Records prepared by Seller for the purpose of or relating to in connection with the Business, or sale of the Purchased Assets;
(kviii) originals, or where not available, copies, of all research and files relating to Records other than the Assigned Records;
(ix) the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”Technology described on Schedule 1.01(b)(ix);
(lx) copies of Tax Returnsall rail cars used in the Business;
(xi) all records that relate primarily to Taxes that constitute Excluded Liabilities;
(xii) any asset, Tax and accounting books and records (and related work papers and correspondence from accountants) related to property right or Contract that is not included within the Purchased Assets;
(mxiii) the Potlatch Name and all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementgoodwill associated therewith; and
(nxiv) all goodwill rights of Seller to, and the going concern value of the Businessclaims for, indemnification from Third Parties against Excluded Liabilities.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, free and clear of any Liensall Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in, to and under all of the following assets, properties and rights of every kind Sellers, to the extent that such assets, properties and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than rights exist as of the Excluded Assets), which relate to, or are used or held for use in connection with, the Business Closing Date (collectively, the “Purchased Assets”), including the following:):
(a) All all accounts and notes receivable of Sellers exclusively related to the Business as reflected in the calculation of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure ScheduleActual Working Capital (“Accounts Receivable”);
(b) all processes related inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories that exclusively relate to running any and all operations of the SellerBusiness (“Inventory”);
(c) all ContractsContracts set forth on Schedule 2.1(c), including the Leases set forth on Schedule 4.9(b) and the Intellectual Property AgreementsAgreements set forth on Schedule 4.10(a) (collectively, (the “Assigned Contracts”);
(d) all Intellectual Property AssetsAssets and IT Systems;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems supplies and other tangible personal property that exclusively relate to the Business and (i) those items listed on Schedule 2.1(e), (ii) those items reflected in the Interim Financial Statements and (iii) all furniture, fixtures, equipment, supplies and other tangible personal property that is physically located at any Real Property or that is in the possession of any Transferred Employee, but specifically excluding the items listed on Schedule 2.2(k) and any other items disposed of in the Ordinary Course of Business between the date hereof and the Closing pursuant to the terms of this Agreement (the “Tangible Personal Property”);
(f) all Owned Real Property and Leased Real Property;
(g) all rights Permits, including Environmental Permits, that exclusively relate to any Actions of any nature available to or being pursued by Seller the Business and all Permits listed on Schedule 2.1(g), in each case to the extent related to the Business, or the Purchased Assets, whether arising by way of counterclaim or otherwisetransferable;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s Sellers’ rights under warranties, indemnities and similar rights, and all similar rights Actions against third parties parties, in each case to the extent related to any Purchased Assets;
(ji) all insurance benefits, including rights and proceeds, arising from or relating Tax incentives exclusively related to the BusinessBusiness and all Tax incentives listed on Schedule 2.1(i), or in each case to the Purchased Assets;extent transferable.
(kj) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, inventory records, customer and prospective customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality NYC#: 148660.21 control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices)records, strategic plans, internal financial statements statements, employee manuals, employee-related and employee benefit-related files and records of Transferred Employees, environmental studies and marketing and promotional surveys, except the communications related material and research, that primarily relate to the negotiation Business or the Purchased Assets, other than books and consummation records included under Section 2.2(d), in each case regardless of the Transactions form or medium in which the same is maintained (collectively, “Books and Records”);
(k) all other assets included in the calculation of Actual Working Capital;
(l) copies of Tax Returnsall prepayments, Tax security deposits, refunds, credits and accounting books and records (and related work papers and correspondence from accountants) related prepaid expenses, all to the Purchased Assetsextent transferable to the extent included in the calculation of Actual Working Capital;
(m) all claims molds, parts and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementother equipment listed on Schedule 2.1(m); and
(n) all goodwill and the going concern value associated with any of the Businessassets described in the foregoing clauses.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances, all of Seller’s right, title title, and interest in, to to, and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets)rights, which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:):
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleall inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
(b) all processes related to running any and all operations of the Seller;
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 1.2(b) of the Disclosure Schedules (the “Assigned Contracts”);
(dc) all Intellectual Property Assets;
(ed) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”);
(fe) all Leased Real Property;
(f) all Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 3.15(b) of the Disclosure Schedules;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(k) the Benefit Plans identified in Section 1.2(k) of the Disclosure Schedules and all trusts and any assets attributable thereto (the “Assumed Benefit Plans”);
(l) originals, or where not available, copies, of all research books and files relating records to the Intellectual Property Assets or extent related to the Intellectual Property AgreementsPurchased Assets, books and recordsincluding, including but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the ClosingSeller hereby (and Stockholders shall cause Seller to) sells, Seller shall sellassigns, assigntransfers, transfer, convey conveys and deliver delivers to Buyer, and Buyer shall purchase hereby purchases from Seller, free and clear of any Liensand all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including the following:
(a) All of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedulesecurity deposits;
(b) all processes accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to running any and all operations of the Sellerforegoing, including those set forth on Section 2.01(b) of the Disclosure Schedules (“Accounts Receivable”);
(c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, including those set forth on Section 2.01(c) of the Disclosure Schedules (“Inventory”);
(d) all Contracts, including Intellectual Property Agreements, including those Contracts set forth on Section 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”);
(de) all Intellectual Property Assets;
(ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property including those set forth on Section 2.01(f) of the Disclosure Schedules (the “Tangible Personal Property”);
(fg) all Leased Real Property;
(gh) all Permits, including Environmental Permits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including those set forth on Section 4.26(b) and Section 4.27(b) of the Disclosure Schedules;
(i) all Certifications, including those set forth in Section 4.26(c) of the Disclosure Schedules;
(j) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hk) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(il) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any the Purchased Assets;
(jm) all insurance benefitsbenzefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities;
(kn) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation the Intellectual Property Agreements but excluding personnel files unless the consent of the Transactions transferring employee has been received (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(no) all goodwill and the going concern value of the Business.
Appears in 1 contract
Purchase and Sale of Assets. Subject On the Closing Date, as hereinafter defined, subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellerpurchase, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all effective as of the assets, properties and rights close of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than business on the Excluded Assets), which relate to, or are used or held for use in connection withClosing Date, the Business following assets owned and used by Sellers in the ordinary course of business free from any and all liens, charges, restrictions or encumbrances except for such liens, charges, restrictions or encumbrances set forth in Schedule 1.1 (collectively, the “Purchased "Permitted Encumbrances") (hereinafter collectively referred to as the "Assets”), including the following:"):
(a) All of machinery, equipment, furniture, fixtures, vehicles, tools, spare parts and other fixed assets owned by Sellers and used, or held for use, exclusively in connection with the assets of Business, including without limitation, those items listed on Schedule 1.1
(a) attached hereto (the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Schedule"Fixed Assets");
(b) all processes related to running any All inventory of finished goods, work-in-process, raw materials and all operations supplies of Sellers used exclusively in the SellerBusiness at the close of business on the Closing Date, including without limitation, those items listed on Schedule 1.1
(b) attached hereto (the "Inventory");
(c) all Contracts, including Intellectual Property Agreements, All accounts receivable owned by Sellers on the Closing Date (the “Assigned Contracts”"Accounts Receivable") including without limitation, those Accounts Receivable listed on Schedule 1.1(c);
(d) all Intellectual Property AssetsAll Sellers' right, title and interest in and to the Assigned Contracts and the Assigned Leases (each as defined in Section 2.12) as listed on Schedule 2.12;
(e) The Facilities, consisting of the real property more particularly described on Schedule 1.1 (e) attached hereto, together with all furniturerights and appurtenances pertaining to said property and any improvements, fixturesfixtures and personal property situated on or attached to said real property. The exact legal description of the Facilities shall be determined by surveys prepared and certified as of current date, equipmentat Buyer's expense, machineryby a qualified person or firm acceptable to Sellers which survey shall locate all roads, toolseasements, vehiclesutilities, office equipmentburial grounds, suppliescemeteries, computerschurch lots, telephonesrights-of-way, keysdrainage districts, storage tanksapplicable zoning districts, water filtration or purification systems any flood hazard areas, parties in possession, and other tangible personal property (matters that affect that title or use of the “Tangible Personal Property”)Facilities for commercial operations and use and shall further reflect the number of acres as are contained within the exterior boundaries of the Facilities, and shall otherwise be satisfactory to Buyer;
(f) all Leased Real Property;
(g) all rights to any Actions of any nature available to or being pursued by Seller to the extent All data and records related to the Business, or operations of the Purchased Assets, whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);
(i) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(j) all insurance benefitsBusiness as they are currently operated, including rights client and proceeds, arising from or relating to the Business, or the Purchased Assets;
(k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books customer lists and records, including books of accountreferral sources, ledgers research and generaldevelopment reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, machinery creative materials, advertising materials, promotional materials, studies, reports, correspondence and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control other similar documents and records and procedurescopies of all personnel records relating to those employees who are offered, customer complaints and inquiry fileswho accept, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence employment with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”)Buyer;
(lg) copies All of Tax Returnsthe intangible rights and property of the Business, Tax subject to Section 7.5(a), including intellectual property assets, logos, going concern value, goodwill, post office boxes, telephone, telecopy and accounting books email addresses and records (and related work papers and correspondence from accountants) related to listings of the Purchased AssetsBusiness;
(mh) all claims All internet URL's, website contents, software and rights marketing materials currently used by Sellers in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreementconnection with the Business; and
(ni) all goodwill All rights of Sellers relating to claims for refunds relating to the Assets and rights to offset in respect thereof; and
(j) In addition to the going concern value of Assets, on the BusinessClosing Date, Shareholder shall sell, transfer and convey to Buyer certain items designated on Schedule 1.1(j).
Appears in 1 contract
Samples: Asset Purchase Agreement (Diversified Thermal Solutions Inc)
Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any LiensEncumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including including, without limitation, the following:
(a) All all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets of the Business including but not limited to the Purchased Assets set forth on Section 2.01 of the Disclosure Scheduleforegoing (“Accounts Receivable”);
(b) all processes related to running any inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and all operations of the Sellerother inventories (“Inventory”);
(c) all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedule (the “Assigned Contracts”);
(d) all Intellectual Property Assets, including, without limitation, those listed in Section 4.11(a) of the Disclosure Schedule;
(e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems telephones and other tangible personal property (the “Tangible Personal Property”), including without limitation those items of Tangible Personal Property listed in Section 2.01(e) of the Disclosure Schedule;
(f) all Leased Real Property, including, without limitation, the Leased Real Property listed on Section 4.10(b) of the Disclosure Schedule;
(g) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedule;
(h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, whether arising by way of counterclaim or otherwise;
(hi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);
(ij) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(jk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, provided Buyer acknowledges that Seller may terminate any of the Insurance Policies following the Closing and such termination may impact such benefits, rights and proceeds;
(kl) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and statements, marketing and promotional surveys, except the communications related material and research and files relating to the negotiation Intellectual Property Assets and consummation of the Transactions Intellectual Property Agreements (collectively, “Books and Records”);
(l) copies of Tax Returns, Tax and accounting books and records (and related work papers and correspondence from accountants) related to the Purchased Assets;
(m) all claims and rights in favor of Seller or any of its Affiliates under any non-disclosure or confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and
(nm) all goodwill and the going concern value of the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)
