Purchase and Sale of Business. Seller shall sell to Purchaser, and Purchaser shall purchase from Seller all of Seller's interest in all the business assets, goodwill and rights owned by Seller and used in the operation of Seller's business ("Seller's Assets"), including (i) the right to use Seller's business name, (ii) the assets listed in the Bill xx Sale and Assignment attached as Exhibit "A", (iii) the assets listed on the Balance Sheet described in Section 5.3, except for assets disposed of in the ordinary course of Seller's business between the Balance Sheet Date and the Closing Date, and (iv) all patents, licenses, trademarks, service marks, service names, trade names, copyrights, and applications therefor. Seller shall transfer Seller's Assets free and clear of all liabilities and liens except as provided by this Agreement.
Purchase and Sale of Business. Seller shall assign, transfer, convey and deliver to the Purchaser all of its right, title and interest in and to the properties, assets, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever located (each of which is referred to as an "Asset") relating to or comprising the Business; and including, without limitation, all equipment and machinery; goodwill and all unfilled customer orders or service requests; all inventories, accounts receivable, cash on hand and xxxxx cash, prepayments, notes receivable, advances, deposits and other receivables; all leaseholds, fixtures and leasehold improvements; all supplies, vehicles, furniture, office furnishings and fixtures; all claims, rights and benefits under contracts, purchase orders or otherwise; all coverage under Seller's existing insurance policies (if VTI so elects); all trade names and service marks and registrations and applications therefor, trademarks, trademark applications and registrations, copyright applications and registrations, patents and patent applications and registrations; all trade secrets, know-how, licenses, processes, formulae (excluding "Red Express"), royalties, customer lists and files, inventories, discoveries, improvements, proprietary or technical information, computer hardware and software, data, plans, specifications, drawings and the like, all memberships; all financial, inventory, marketing, personnel, and other books and records, product literature and advertising; governmental permits, approvals and authorization (excluding telephone exchange); all business records and plans, all licenses, assignments, secrecy and royalty agreements relating to any proprietary rights or trade secrets; and
(i) all of the Assets reflected on the Balance Sheet of the respective specific Business operation as of the Closing Date; and
(ii) Assets of a nature not normally reflected on a Balance Sheet in accordance with generally accepted accounting principles which are used primarily in or are primarily related to the Business; and
(iii) those Assets held by other divisions or affiliates of the Seller set forth on Exhibit A attached to this Agreement. The Assets described above and as set forth within Exhibit "A" are referred to collectively as the "Seller's Assets."
Purchase and Sale of Business. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver to the Purchaser or its designated Affiliates or permitted assigns, and the Purchaser or its designated Affiliates or permitted assigns shall purchase and accept (i) all of the Sellers' rights, title and interest in and to all of the outstanding capital stock of the Acquired Subsidiaries (the "Acquired Stock") and (ii) all of each of the Sellers' rights, title and interests in and to all of such Seller's properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), wherever such properties, assets and rights are located and whether real, personal or mixed, whether accrued, contingent or otherwise, other than the Excluded Assets (such rights, title and interests in and to all such assets, properties and claims being collectively referred to herein, together with the Acquired Stock, as the "Acquired Assets"), free and clear of any and all Encumbrances (other than Permitted Encumbrances) in accordance with, and with all of the protections afforded by, Sections 363 and 365 of the Bankruptcy Code. The Acquired Assets shall include all of the Sellers' rights, title, and interests in and to the assets, properties, rights and claims described in clauses (a) through (bb) below (except as expressly excluded under Section 2.02):
(a) all equipment, furniture, fixtures, machinery, tools, molds, parts, supplies, vehicles and other tangible personal property owned or leased by the Sellers at any location;
(b) all real property and all of the rights arising out of the ownership thereof or appurtenant thereto together with all Improvements, including, without limitation, all leasehold interests, but only to the extent such leasehold interests are Assumed Contracts, in each case together with any options to purchase the underlying property and leasehold improvements thereon and any other rights, subleases, Licenses, security deposits and profits appurtenant to or related to such leasehold interests;
(c) all Assumed Contracts, including, without limitation, any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such Assumed Contracts and to assert Claims and take other rightful actions in response to breaches, defaults and other violations of such Assumed Contracts;
(d) all notes and accounts receivable held by the S...
Purchase and Sale of Business. Seller shall assign, transfer, convey and deliver to the Purchaser all of its right, title and interest in and to the Data set forth in Exhibit “A” hereto.
Purchase and Sale of Business. Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers all of Sellers' interest in all the business assets, goodwill and rights owned by Sellers and used in the operation of Sellers' business ("Sellers' Assets"), including (i) the right to use Sellers' business name, (ii) the assets listed in the Bills of Sale and Assignments attached as Exhibits "A-1" and "A-2," and (iii) the assets listed on the Balance Sheet described in Section 5.3, except for assets disposed of in the ordinary course of Sellers' business between the Balance Sheet Date and the Closing Date. Sellers shall transfer Sellers' Assets free and clear of all liabilities and liens except as provided by this Agreement.
Purchase and Sale of Business. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Sellers (collectively, the “Acquisition”), all of Sellers’ right, title, ownership and interest in the Business including without limitation all assets reasonably required to conduct the Business (the “Acquisition Assets”), free and clear of all mortgages, liens, security interests, encumbrances, restrictions, and claims of any kind or nature whatsoever (collectively, “Encumbrances”). Sellers shall continue to operate the Business as a standalone self-funded profit center within the Buyer’s group of companies. Aero may, from time to time, request internal funding from Buyer for specific projects or capital expenditure. Upon approval of such requests by Buyer’s board of directors and management, Buyer shall make available the requested funding and shall charge Aero an interest rate of the higher of 10% or Bank of America’s then current prime rate plus 5%.
Purchase and Sale of Business. Upon the terms and subject to the conditions set forth in this Agreement, on the Effective Date, Seller shall sell, transfer, assign and deliver to REI, and REI shall purchase from Seller, all of Seller's right, title and interest in and to Goutam Communications (the "Xxxxness"), a sole proprietorship owned by Seller, marketing prepaid phone cards and communication services. The Business shall include all of its assets and properties, including the inventories, products, customers, prospects, orders, accounts receivable and accounts payable, other than cash.
Purchase and Sale of Business. Subject to and in express reliance of the warranties, representations and covenants contained in this Agreement, and subject to the terms and conditions hereof, Seller and Selling Shareholder hereby agree to sell, assign, convey and transfer to Buyer all of their right, title and interest, in and to the specific assets of the Business, as described in detail on Exhibit "A" attached hereto and made a part hereof, for the consideration set forth herein (the "Assets"). Simultaneous with the Closing, Seller and Selling Shareholder shall do all things as may be reasonably required to put Buyer into possession and effective control over the conduct of the Business with the specific customers identified in the list attached as Exhibit "B" (the "Customer List").
Purchase and Sale of Business. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, at Closing all of Seller’s assets, properties, rights, claims and goodwill, of every kind, character and description, tangible and intangible, real and personal, wherever located and whether or not reflected on the books and records of Seller, which are used in the Business, except for cash held in any business checking or savings account. Assets shall include, but not be limited to all furniture, furnishings, fixtures, machinery, equipment, inventory, trade accounts receivable, customer lists, data bases, trade secrets, methods, inventions and other know-how, and patents, trademarks, service marks, trade names (including the name “Senior-Inet”) and copyrights, goodwill, books, records, licenses and permits.
Purchase and Sale of Business. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller (collectively, the “Acquisition”), all of Seller’s right, ownership, title and interest in the Business free and clear of all mortgages, liens, security interests, encumbrances, restrictions, and claims of any kind or nature whatsoever (collectively, “Encumbrances”).
