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
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. Subject to SECTION 2.10, on the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) the Company Subsidiaries shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Company Subsidiaries, all of the Company Subsidiaries' legal and beneficial right, title and interest in and to all of their respective properties, assets, contracts and rights as of the Closing Date (subject to the provisions of SECTION 5.01) used or held for use in the Business of whatever kind or nature, whether real or personal, tangible or intangible, wherever located, except for such assets, contracts and rights as are provided hereby to be expressly excluded from such sale and purchase (but subject to SECTION 1.05), subject to and together with the assumption by Purchaser of Liabilities of the Company Subsidiaries specifically provided for herein and (ii) the Company shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Company, all of the Company's legal and beneficial right, title and interest in and to the properties, assets, contracts and rights as of the Closing Date (subject to the provisions of SECTION 5.01) used or held for use in the Business and specifically included and described in clauses (a) through (n) below (except as expressly excluded hereunder and subject to SECTION 1.05), subject to and together with, in each case, the assumption by Purchaser of the Liabilities of the Company specifically provided for herein, in each case free and clear of all "claims" (as defined in the Bankruptcy Code), Liens, encumbrances and other interests therein (collectively, "ENCUMBRANCES") as provided in the Sale Order, other than Surviving Permitted Encumbrances and Liabilities to be assumed by Purchaser as specifically provided herein. The assets to be so acquired by Purchaser are hereinafter referred to collectively as the "ACQUIRED ASSETS" and the Liabilities to be so assumed by Purchaser are hereinafter referred to collectively as the "ASSUMED LIABILITIES". Without limiting the provisions of clause (i) or (ii) above, the Acquired Assets shall include all of Sellers' legal and beneficial right, title, and interest in and to the assets, properties, rights and claims described in clauses (a) through (n) below (except as expressly excluded hereunder):
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. AND ASSETS 10 2.1 Purchase and Sale of Assets 10 2.2 Excluded Assets 10 2.3 Assumed Liabilities 11 2.4 Excluded Liabilities 11 2.5 Delivery of Certain Assets 13
Purchase and Sale of Business. 6 SECTION 1.1 Purchase and Sale of Assets....................6 SECTION 1.2 Excluded Assets................................6 SECTION 1.3 Assumed and Excluded Liabilities and Obligations .................................6 SECTION 1.4 Delivery of Purchased Assets...................7 SECTION 1.5 Payment of Certain Taxes.......................7 SECTION 1.6 [[Reserved]]...................................7 SECTION 1.7
Purchase and Sale of Business. Sellers shall sell to Purchaser, and, subject to the License Agreement between the parties, Purchaser shall purchase from Sellers substantially 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 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, 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%.
