Common use of Purchase and Sale of Nonmedical Assets Clause in Contracts

Purchase and Sale of Nonmedical Assets. Subject to the terms and conditions herein set forth, and in reliance upon the representations and warranties set forth herein, the Company agrees to sell, convey, assign, transfer and deliver to Vision 21, and Vision 21 agrees to purchase, assume, accept and acquire, the assets consisting of all the assets (other than the Medical Assets specified in Section 2.2 hereof) owned by the Company as of the Closing Date, of every kind, character and description, whether tangible, real, personal, or mixed, and wheresoever located, whether carried on the books of the Company or not carried on the books of the Company due to having been expended, fully depreciated, or otherwise (the "Nonmedical Assets"), including without limitation the following (except to the extent that any of the following are specifically enumerated as Medical Assets in Section 2.2 hereof) to the extent permitted by applicable law: a. All of the inventory owned by the Company ("Inventory"); b. All of the accounts receivable or other rights to receive payment owing to the Company ("Accounts Receivable") except for (i) accounts receivable owed to the Company by Managed Health Services, Inc. or Florida Eye Care Associates relating to physician data review, administrator expenses, or medical services that were represented by cash held by Managed Health Services, Inc. or Florida Eye Care Associates as of August 31, 1997, and (ii) accounts receivable owed to the Company by Vision 21 in the amount of __________ Dollars ($_____) which shall be retained by the Company; c. All of the Company's rights in, to and under all leases of supplies, instruments, equipment, furniture, machinery and other items of tangible personal property ("Personal Property Leases"), including, without limitation, the Personal Property Leases described on Schedule 2.1(c); d. All of the Company's rights as a lessee in, to and under all real property lease agreements (such real property lease agreements are hereinafter referred to as "Real Property Leases" and the parcels of real property in which the Company has a leasehold interest and that are subject to the Real Property Leases are hereinafter referred to as "Leased Property"), including, without limitation, estates created by, and rights conferred under, the Real Property Leases described on Schedule 2.1(d), and any and all estates, rights, titles and interests in, to and under all warehouses, storage facilities, buildings, works, structures, fixtures, landings, constructions in progress, improvements, betterments, installations, and additions constructed or located on or affixed to the Leased Property; e. All of the Company's rights in, to and under all contracts, agreements, insurance policies, purchase orders and commitments (the "Assumed Contracts"), including, without limitation, the Assumed Contracts described on Schedule 2.1(e); f. All tangible personal property (including supplies, instruments, equipment, furniture and machinery) owned by the Company ("Tangible Personal Property"), including, without limitation, the Tangible Personal Property described on Schedule 2.1(f); g. All books and records of the Company, including, without limitation, all credit records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business records (together the "Business Records"), whether such Business Records are in hard copy form or are electronically or magnetically stored; h. All franchises, licenses, permits, certificates, approvals and other governmental authorizations necessary to own and operate any of the other Nonmedical Assets, a complete and correct list of which is set forth on Schedule 2.1(h); i. All (i) United States and foreign patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark xxxlications and registrations, copyrights, copyright applications and registrations and trade names of the Company; (ii) proprietary data and technical, manufacturing know-how and information (and all materials embodying such information) of the Company; (iii) developments, discoveries, inventions, ideas and trade secrets of the Company; and (iv) rights to sue xxx past infringement; j. All of the Company's right, title and interest in, to and under all telephone numbers used in connection with the Practice, including all extensions thereto; k. All rights in, to and under all representations, warranties, covenants and guaranties made or provided by third parties to or for the benefit of the Company with respect to any of the other Nonmedical Assets; l. All cash in registers or pettx xxxh drawers (which shall on the Closing Date be at least ninety percent (90%) of the average daily cash balance held in such locations in the twelve (12) month period preceding the Closing Date); and m. All of the Company's prepaid expenses, prepaid insurance, deposits and other similar items ("Prepaid Items"

Purchase and Sale of Nonmedical Assets. Subject to the terms and conditions herein set forth, and in reliance upon the representations and warranties set forth herein, the Company agrees to sell, convey, assign, transfer and deliver to Vision 21, and Vision 21 agrees to purchase, assume, accept and acquire, the assets consisting of all the assets (other than the Medical Assets specified in Section 2.2 hereof) owned by the Company as of the Closing Date, of every kind, character and description, whether tangible, real, personal, or mixed, and wheresoever located, whether carried on the books of the Company or not carried on the books of the Company due to having been expended, fully depreciated, or otherwise (the "Nonmedical Assets"), including without limitation the following (except to the extent that any of the following are specifically enumerated as Medical Assets in Section 2.2 hereof) to the extent permitted by applicable law: a. (a) All of the inventory owned by the Company ("Inventory"); b. (b) All of the accounts receivable or other rights to receive payment owing to the Company ("Accounts Receivable") except for (i) accounts receivable owed to the Company by Managed Health Services, Inc. or Florida Eye Care Associates relating to physician data review, administrator expenses, or medical services that were represented by cash held by Managed Health Services, Inc. or Florida Eye Care Associates as of August 31, 1997, and (ii) accounts receivable owed to the Company by Vision 21 in the amount of __________ Dollars ($_____) which shall be retained by the Company); c. (c) All of the Company's rights in, to and under all leases of supplies, instruments, equipment, furniture, machinery and other items of tangible personal property ("Personal Property Leases"), including, without limitation, the Personal Property Leases described on Schedule 2.1(c); d. (d) All of the Company's rights as a lessee in, to and under all real property lease agreements (such real property lease agreements are hereinafter referred to as "Real Property Leases" and the parcels of real property in which the Company has a leasehold interest and that are subject to the Real Property Leases are hereinafter referred to as "Leased Property"), including, without limitation, estates created by, and rights conferred under, the Real Property Leases described on Schedule 2.1(d), and any and all estates, rights, titles and interests in, to and under all warehouses, storage facilities, buildings, works, structures, fixtures, landings, constructions in progress, improvements, betterments, installations, and additions constructed or located on or affixed to the Leased Property; e. (e) All of the Company's rights in, to and under all contracts, agreements, leases, insurance policies, purchase orders and commitments (the "Assumed Contracts"), including, without limitation, the Assumed Contracts described on Schedule 2.1(e); f. (f) All tangible personal property (including supplies, instruments, equipment, furniture and machinery) owned by the Company ("Tangible Personal Property"), including, without limitation, the Tangible Personal Property described on Schedule 2.1(f); g. (g) All books and records of the Company, including, without limitation, all credit records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business records (together the "Business Records"), whether such Business Records are in hard copy form or are electronically or magnetically stored; h. (h) All franchises, licenses, permits, certificates, approvals and other governmental authorizations necessary to own and operate any of the other Nonmedical Assets, a complete and correct list of which is set forth on Schedule 2.1(h); i. All (i) All (i) United States and foreign patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark xxxlications and registrations, copyrights, copyright applications and registrations and trade names of the Company; (ii) proprietary data and technical, manufacturing know-how and information (and all materials embodying such information) of the Company; (iii) developments, discoveries, inventions, ideas and trade secrets of the Company; and (iv) rights to sue xxx past infringement; j. (j) All of the Company's right, title and interest in, to and under all telephone numbers used in connection with the Practice, including all extensions thereto; k. (k) All rights in, to and under all representations, warranties, covenants and guaranties made or provided by third parties to or for the benefit of the Company with respect to any of the other Nonmedical Assets; l. All cash in registers or pettx xxxh drawers (which shall on the Closing Date be at least ninety percent (90%) of the average daily cash balance held in such locations in the twelve (12) month period preceding the Closing Date); and m. All of the Company's prepaid expenses, prepaid insurance, deposits and other similar items ("Prepaid Items"

Purchase and Sale of Nonmedical Assets. Subject to the terms and conditions herein set forth, and in reliance upon the representations and warranties set forth herein, the Company agrees to sell, convey, assign, transfer and deliver to Vision 21, and Vision 21 agrees to purchase, assume, accept and acquire, the assets consisting of all the assets (other than the Medical Assets specified in Section 2.2 hereof) owned by the Company as of the Closing Date, of every kind, character and description, whether tangible, real, personal, or mixed, and wheresoever located, whether carried on the books of the Company or not carried on the books of the Company due to having been expended, fully depreciated, or otherwise (the "Nonmedical Assets"), including without limitation the following (except to the extent that any of the following are specifically enumerated as Medical Assets in Section 2.2 hereof) to the extent permitted by applicable law: a. All of the inventory owned by the Company ("Inventory"); b. All of the accounts receivable or other rights to receive payment owing to the Company ("Accounts Receivable") except for (i) accounts receivable owed to the Company by Managed Health Services, Inc. or Florida Eye Care Associates relating to physician data review, administrator expenses, or medical services that were represented by cash held by Managed Health Services, Inc. or Florida Eye Care Associates as of August 31, 1997, and (ii) accounts receivable owed to the Company by Vision 21 in the amount of __________ Dollars ($_____) which shall be retained by the Company); c. All of the Company's rights in, to and under all leases of supplies, instruments, equipment, furniture, machinery and other items of tangible personal property ("Personal Property Leases"), including, without limitation, the Personal Property Leases described on Schedule 2.1(c); d. All of the Company's rights as a lessee in, to and under all real property lease agreements (such real property lease agreements are hereinafter referred to as "Real Property Leases" and the parcels of real property in which the Company has a leasehold interest and that are subject to the Real Property Leases are hereinafter referred to as "Leased Property"), including, without limitation, estates created by, and rights conferred under, the Real Property Leases described on Schedule 2.1(d), and any and all estates, rights, titles and interests in, to and under all warehouses, storage facilities, buildings, works, structures, fixtures, landings, constructions in progress, improvements, betterments, installations, and additions constructed or located on or affixed to the Leased Property; e. All of the Company's rights in, to and under all contracts, agreements, insurance policies, purchase orders and commitments (the "Assumed Contracts"), including, without limitation, the Assumed Contracts described on Schedule 2.1(e); f. All tangible personal property (including supplies, instruments, equipment, furniture and machinery) owned by the Company ("Tangible Personal Property"), including, without limitation, the Tangible Personal Property described on Schedule 2.1(f); g. All books and records of the Company, including, without limitation, all credit records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business records (together the "Business Records"), whether such Business Records are in hard copy form or are electronically or magnetically stored; h. All franchises, licenses, permits, certificates, approvals and other governmental authorizations necessary to own and operate any of the other Nonmedical Assets, a complete and correct list of which is set forth on Schedule 2.1(h); i. All (i) United States and foreign patents, patent applications, trademarks, trademark applications and registrations, service marks, service mark xxxlications and registrations, copyrights, copyright applications and registrations and trade names of the Company; (ii) proprietary data and technical, manufacturing know-how and information (and all materials embodying such information) of the Company; (iii) developments, discoveries, inventions, ideas and trade secrets of the Company; and (iv) rights to sue xxx past infringement; j. All of the Company's right, title and interest in, to and under all telephone numbers used in connection with the Practice, including all extensions thereto; k. All rights in, to and under all representations, warranties, covenants and guaranties made or provided by third parties to or for the benefit of the Company with respect to any of the other Nonmedical Assets; l. m. All cash in registers or pettx xxxh drawers (which shall on the Closing Date be at least ninety percent (90%) of the average daily cash balance held in such locations in the twelve (12) month period preceding the Closing Date); and m. n. All of the Company's prepaid expenses, prepaid insurance, deposits and other similar items ("Prepaid Items"