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

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens), all of the right, title and interest of Seller or any Seller Party in and to the assets, and properties of every kind and description, real, personal or mixed, tangible or intangible then owned or held by Seller or any Seller Party and used primarily in the Business (except as expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including all right, title and interest of Seller and the Seller Parties as of the Closing to the following (excepting only the Excluded Assets): (a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All accounts receivable generated by the Business for periods prior to the Closing Date; (c) All of (i) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real Property; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned or held by Seller or any Seller Party, as applicable, that are primarily related to the Business (the “Purchased Intellectual Property”), including the call signs set forth on Schedule I and Schedule II; (f) Subject to Section 5.6, (i) all Contracts of Seller or any Seller Party to the extent such Contracts are primarily related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business and made in the ordinary course of the Business and consistent with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectively, and together with other similar information technology assets, “Systems”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (h) All books and records of Seller, or any Seller Party, as applicable, that are primarily related to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to the Business excluding records relating to Excluded Assets or the Other Stations; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (j) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (k) All rights, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets to the extent not related to any Excluded Liability in respect of the period following the Cutoff Time; (l) All jingles, slogans, commercials and other promotional materials (collectively, “Promotional Materials”) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in the Business; and (m) All Registered Intellectual Property.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tegna Inc), Asset Purchase Agreement (Nexstar Media Group, Inc.)

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Purchase and Sale of Purchased Assets. Upon Pursuant to UCC§ 9-610 and in accordance with the terms and subject to the conditions provisions of this AgreementAgreement and except for the Excluded Assets as set forth in Section 2.2, at the Closing, the Seller shall, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, will irrevocably sell, transferconvey, assign, convey and deliver transfer to the Buyer, and the Buyer shall will purchase and acquire from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens)Seller, all of the right, title and interest of Seller or CGI, free and clear of the Seller’s Encumbrances, any Seller Party other interests of the Seller, SVB’s Encumbrances, and any other Encumbrance except for Permitted Encumbrances, in and to all of the assets, properties and properties assets of CGI of every kind and description, whether real, personal or mixed, tangible or intangible then owned intangible, and wherever located, used or held by Seller for use in connection with, necessary for or any Seller Party and used primarily in relating to the BioPharma Business (except as expressly set forth below) (herein collectively referred to as collectively, the “Purchased Assets”), without recourse other than as provided and limited in Article 7 of this Agreement, and without representations or warranties of the Seller of any kind, express or implied, including, without limitation, any warranties as to title, possession, existence, quiet enjoyment, non-infringement, merchantability, value, useful life, fitness for intended use, or similar representations and warranties, other than the representations and warranties of the Seller set forth in Article 3 of this Agreement, including the following: (a) all notes and Accounts Receivable of the BioPharma Business arising from the conduct of the BioPharma Business (collectively, “Purchased Accounts Receivable”), including such receivables as set forth on Schedule 2.1(a); (b) all BP Material Contracts listed on Schedule 2.1(b) hereto and all other Contracts that would constitute BP Material Contracts if the monetary limitations in Section 5.11(a) were removed (collectively, the “Assumed BP Material Contracts”); (c) subject to the provisions of the Transition Services Agreement, the NJ Lease and the NC Lease, including all rights thereunder, all improvements and fixtures on the property leased thereunder, and each of the equipment leases set forth on Schedule 2.1(c) (such leases, collectively, “Equipment Leases”); (d) all Tangible Personal Property, including those items described in Schedule 2.1(c); (e) all inventories used or held for use in connection with, or relating to the BioPharma Business, wherever located, including all work in process, raw materials, reagents and all other materials and supplies to be used in the production of finished goods, including such inventory as set forth on Schedule 2.1(e) (collectively “Inventory”); (f) (i) all right, title and interest of Seller in and the Seller Parties as to CGI’s Laboratory Information Management Systems (LIMS) and all passwords and data associated therewith or related thereto (other than data from CGI’s clinical division related to patients and/or that contains individually identifiable health information or similar information that CGI is foreclosed or restricted from sharing or transferring by Law or that is owned by customers of the Closing to the following (excepting only the Excluded Assets): (a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the StationsBioPharma Business), and including any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All accounts receivable generated by the Business for periods prior to the Closing Date; (c) All of (i) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real Property; and (ii) all Intellectual Property owned, created, acquired, licensed or used by CGI in connection with the Tower Leases described BioPharma Business, and any servers, passwords or data systems owned, leased or otherwise under the control of CGI, used in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable connection with or related, directly or indirectly, to the Stations BioPharma Business (including as set forth on Schedule 2.1(f)(i)), and (iii) all rights, including Intellectual Property rights, to and in the case of both “Cancer Genetics” name ((i) ), (ii), and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipmentiii), auxiliary and translator facilitiescollectively, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned or held by Seller or any Seller Party, as applicable, that are primarily related to the Business (the “Purchased Intellectual Property”), and all other intangible rights, including all goodwill associated with the BioPharma Business or the Purchased Assets, including the call signs set forth on Schedule I and Schedule II; (f) Subject to Section 5.6, (i) all Contracts of Seller or any Seller Party to the extent such Contracts are primarily related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business and made in the ordinary course of the Business and consistent with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms Intellectual Property set forth in such subsectionsSection 2.1(f)(ii), is not required but expressly excluding all Intellectual Property solely used in connection with the Other Business Units, subject to be listed in Section 3.17(a) the terms of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Transition Services Agreement; (g) All management and other systems all rights under any confidentiality, non-disclosure, non-competition, non-solicitation, no-hire, assignment of inventions or similar agreements with current or former employees (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectively, and together with other similar information technology assets, SystemsFormer Employees”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used who provided services to the BioPharma Business and/or participated in the development of the BioPharma Business; (h) All books all Governmental Authorizations, including BP Licenses, and records of Sellerall pending applications therefor or renewals thereof, in each case to the extent transferable to the Buyer (but if any Governmental Authorization cannot be transferred, the Seller and CGI each agrees to cooperate with and reasonably assist the Buyer in obtaining such Governmental Authorization, provided, that, CGI shall not be required to make any payment or incur any Seller Partyout-of-pocket expense in connection therewith), as applicableincluding all permits and Environmental Permits, that which are primarily held by CGI and related to the Business, including all files, logs, programming information conduct of the BioPharma Business as currently conducted or for the ownership and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to use of the Business excluding records relating to Excluded Assets or the Other StationsPurchased Assets; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or originals, to the extent related to the Excluded Assets) available, and to the extent arising from payments made by Sellersuch original copies are not available, or any Seller Party, as applicable, in the ordinary course copies of the operation of the such Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8Records; (j) All advertising customer lists, mailing lists, processes, trade secrets, know-how goodwill relating to the BioPharma Business and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the BusinessPurchased Assets; (k) All rightsall rights relating to deposits and prepaid expenses, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors for refunds and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets rights to the extent not related to any Excluded Liability offset in respect of thereof (other than any security deposits under the period following NC Lease and the Cutoff TimeNJ Lease), that are not excluded under Section 2.2(a); (l) All jinglesall claims and rights of CGI against any other Person and relating to the BioPharma Business or the Purchased Assets, sloganswhether cxxxxx or inchoate, commercials known or unknown, contingent or non-contingent, and other promotional materials including rights to enforce confidentiality obligations; (m) all rights relating to Contracts required to be disclosed on Section 5.11(a) of the CGI Disclosure Schedule that are: (i) used or held for use in connection with, necessary for or relating to the BioPharma Business; and (ii) not listed on Section 5.11(a) of the CGI Disclosure Schedule (collectively, the Promotional MaterialsUndisclosed BP Material Contracts) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in the Business); and (mn) All Registered Intellectual Propertyall other rights (including attorney-client privilege primarily related to the BioPharma Business), claims or cause of action of CGI relating to the BioPharma Business, the Purchased Assets or the Assumed Liabilities as of the Closing. Notwithstanding the foregoing, to the extent any such Purchased Assets are not included in the Notice of Disposition of Collateral, any such Purchased Assets may not be transferred pursuant to the UCC or the Seller does not have a properly perfected and valid security interest in and lien on any Purchased Asset, those assets will be transferred directly to the Buyer by CGI under the Company Bxxx of Sale. The transfer of the Purchased Assets pursuant to this Agreement does not include the assumption of any Liability related to the Purchased Assets unless the Buyer expressly assumes that Liability pursuant to Section 2.3(a).

Appears in 2 contracts

Samples: Secured Creditor Asset Purchase Agreement (Cancer Genetics, Inc), Secured Creditor Asset Purchase Agreement (Interpace Diagnostics Group, Inc.)

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at Vendor agrees to sell, assign and transfer to the Closing, Seller shallPurchaser, and pursuant the Purchaser agrees to the terms purchase from Vendor, as a going concern as of the Joinder Agreement shall cause each Seller Party to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens Closing Date (except for Permitted Liensas defined under Section 12.1 herein), other than the Excluded Assets, the undertaking and all of the right, title property and interest assets of Seller or any Seller Party in and to the assets, and properties Business of every kind and descriptiondescription wherever situate, realincluding, personal without limiting the foregoing: (a) the assets described in SCHEDULE A of this Agreement; (b) all right, title, and interest of Vendor to all registered and unregistered trademarks, (including without limitation the trademarks relating to the name “Oddysee”), trade or mixedbrand names, tangible service marks, applications and slogans (collectively, the “Marks”), copyrights, designs, inventions, patents, patent rights, restrictive covenants and other industrial or intangible then owned or held by Seller or any Seller Party and intellectual property used primarily in connection with the Business and all income and proceeds relating to any of the foregoing accruing as of the Closing Date and all rights to damages and profits by reason of the infringement of any of the foregoing (except as expressly set forth below) (herein collectively referred to as collectively, the “Purchased AssetsIntellectual Property”), including without limitation, the intellectual property described under SCHEDULE B; (c) all right, title and interest of Seller Vendor in and the Seller Parties as of the Closing to the following (excepting only the Excluded Assets): (a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and ClosingDomain Names described under SCHEDULE D; (bd) All accounts receivable generated any expenses prepaid by the Vendor for goods and services benefiting the Business for periods prior to following the Closing Date; (c) All of (ie) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real PropertyBooks and Records; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned or held by Seller or any Seller Party, as applicable, that are primarily related to the Business (the “Purchased Intellectual Property”), including the call signs set forth on Schedule I and Schedule II;and (f) Subject to Section 5.6, (i) all Contracts of Seller or any Seller Party to the extent such Contracts are primarily goodwill related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business and made in the ordinary course of the Business and consistent with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectivelyforegoing, and together with other similar information technology assets, the right to use the name Systems”) owned by Seller, Tribune Oddysee” and any variations thereof as part of or any of their respective Subsidiaries which are primarily used in the Business; (h) All books and records of Seller, or any Seller Party, as applicable, that are primarily related to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to the Business excluding records relating to Excluded Assets or the Other Stations; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (j) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (k) All rights, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets to the extent not related to any Excluded Liability in respect foregoing and otherwise; all of the period following the Cutoff Time; (l) All jingles, slogans, commercials and other promotional materials (collectively, “Promotional Materials”) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in collectively called the Business; and (m) All Registered Intellectual Property“Purchased Assets”. For clarity, and without limiting the foregoing, the Purchaser is not purchasing the Excluded Assets from Vendor.

Appears in 1 contract

Samples: Asset Purchase Agreement

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shallshall sell, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, sellassign, transfer, assign, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered, to the Purchaser, and Buyer the Purchaser shall purchase from Seller and the applicable Seller PartiesSeller, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens), all of the Seller's right, title and interest of Seller or any Seller Party at the Closing in and to the assetsfollowing (the assets to be purchased by the Purchaser, and properties of every kind and descriptiontogether with the covenants contained in Section 5.08, real, personal or mixed, tangible or intangible then owned or held by Seller or any Seller Party and used primarily in the Business (except as expressly set forth below) (herein collectively being referred to as the "Purchased Assets”), including all right, title and interest of Seller and the Seller Parties as of the Closing to the following (excepting only the Excluded Assets"): (a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All accounts receivable generated by the Business for periods prior to the Closing Date; (c) All of (i) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real Property; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned or held by Seller or any Seller Party, as applicable, that are primarily related to the Business (the “Purchased Intellectual Property”), including the call signs set forth on Schedule I and Schedule II; (f) Subject to Section 5.6, (i) all Contracts of Seller or any Seller Party to the extent such Contracts are primarily related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made rights in the ordinary course respect of the Business and consistent with past practices; Leased Real Property; (ii) all Contracts of SellerProperty, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business Plant and made in the ordinary course of the Business and consistent with past practices; Equipment; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; vehicles and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectively, and together with other similar information technology assets, “Systems”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily rolling stock used in the Business; (hiv) All all Inventories; (v) all books of account, general, financial, and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records of Sellerand files and any rights thereto which are owned, or any employed by the Seller Partyprimarily in connection with the Business except for (x) organization documents, as applicableminute and stock record books, that are primarily related to stock certificates and the Business, including all files, logs, programming information corporate seal of the Seller and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily (y) those relating to the Business excluding records relating to Excluded Assets or the Other StationsExcluded Liabilities (including all records relating to Taxes); (ivi) All prepaid rentals the goodwill relating to the Business; (vii) all the Seller's right, title and other prepaid expenses interest in, to and under the Owned Intellectual Property and the Licensed Intellectual Property, copies and tangible embodiments thereof in whatever form or medium, and all rights to sue and recover damages for past, present and future xxxringement, dilution, misappropriation, violation, unlawful imitation or breach thereof; (except for prepaid viii) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, or equipment, or components thereof), related to the Business pertaining to, arising out of and inuring to the benefit of the Seller ("Claims") including those reasonably necessary or desirable to enforce such rights against third parties or to defend against those seeking to enforce the extent Assumed Liabilities; except those Claims which are related to the Excluded Liabilities or the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (jix) All advertising all sales and promotional literature, customer lists, mailing lists, processes, trade secrets, know-how lists and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any sales-related materials of their respective Subsidiaries which are primarily the Seller used in the Business; (kx) All rightsall rights of the Seller under the contracts, claims licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all bids and offers related to the Business set forth on Section 2.01(a)(x) of the Disclosure Schedule (the "Assumed Contracts"); (xi) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or causes of action of used by the Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with with, or required for, the Purchased Assets Business, to the extent not related to any Excluded Liability in respect of the period following the Cutoff Timetransferable; (lxii) All jinglesall the Seller's right, sloganstitle and interest at the Closing in, commercials to and under all other promotional materials (collectivelyassets, “Promotional Materials”) rights and claims of every kind and nature directly or indirectly owned by Sellerthe Seller or to which the Seller is directly or indirectly entitled, Tribune or any of their respective Subsidiaries which are in each case, used primarily in the operation of, or residing with, the Business; and (m) All Registered Intellectual Property.;

Appears in 1 contract

Samples: Asset Purchase Agreement (Audiovox Corp)

Purchase and Sale of Purchased Assets. Upon In accordance with the terms and subject to the conditions provisions of this AgreementAgreement and except for the Excluded Assets as set forth in Section 2.2, at the Closing, Seller shall, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, NBBS will sell, transferconvey, assign, convey transfer and deliver to BuyerMesa, and Buyer shall Mesa will purchase and acquire from Seller and the applicable Seller Parties, pursuant to this AgreementNBBS, free and clear of all Liens (except for Permitted Liens)Encumbrances, all of the right, title and interest of Seller or any Seller Party in and to the assets, and properties of every kind and description, real, personal or mixed, tangible or intangible then owned or held by Seller or any Seller Party and used primarily in the Business (except as expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including all right, title and interest of Seller NBBS in and to all of NBBS’ property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the Seller Parties as of the Closing following assets used in or useful or relating to the following Business (excepting only but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) (x) The Station Licenses all inventories of NBBS, wherever located, including all saleable sterilizer tests, finished goods, work in process, manufactured and (y) processed parts, raw materials, spare parts, packaging materials, and all other assignable Governmental Authorizations primarily related materials and supplies to be used or consumed by NBBS in the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closingproduction of finished goods (“Inventory”); (b) All accounts receivable generated by all of the Business for periods prior to the Closing Dateintangible rights and property of NBBS, including all Intellectual Property rights, going concern value, goodwill, telephone and telecopy numbers, email addresses; (c) All that certain checking account with The Bank of (i) the real property interests owned by Seller or any Seller PartyNorthern Michigan, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real Property; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon)bearing account number 0000000; (d) All machineryall accounts receivable of NBBS, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture trade accounts receivable and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicablerights to payment from customers, and primarily related the full benefit of all security for such accounts or rights to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”);payment. (e) All Intellectual Property all (other than Registered Intellectual Propertyi) agreements, contracts, consensual obligations, promises or undertakings (whether written or oral and whether express or implied) and all rights thereto (including all outstanding offers or solicitations made by or to NBBS to enter into any such contract), (ii) open purchase or sales orders (“Sales Orders”), and (iii) Leases, each under or by which (x) NBBS has or may acquire any rights or benefits; (y) NBBS has or may become subject to any obligation or liability; or (z) NBBS or any of the assets owned or held used by Seller NBBS is or any Seller Partymay become bound (collectively, as applicable, that are primarily related to the Business (the “Purchased Intellectual PropertyIncluded Contracts”), including the call signs set forth those listed on Schedule I and Schedule II4.7(a); (f) Subject to Section 5.6all machinery, (i) all Contracts equipment, furniture, furnishings, office equipment, computer hardware, supplies materials, tools, dies, molds and other items of Seller tangible personal property of every kind and wherever located, owned or any Seller Party to the extent such Contracts are primarily leased by NBBS, used or held for use in connection with or related to the Business, as applicable, for the sale or barter of broadcast time set forth on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business and made in the ordinary course of the Business and consistent with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(aSchedule 4.5(c) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent together with the provisions full benefit of Section 5.1 all express or implied warranties by the manufacturers or NBBSs or lessors of this Agreementany item of tangible personal property or component part thereof and all maintenance records and other documents relating thereto; (g) All management all Permits and other systems all pending applications therefore or renewals thereof, in each case (i) relating to the Business or the Purchased Assets and, (ii) to the extent transferable to Mesa, including computers those set forth on Schedule 4.4 of the Disclosure Schedules; (h) all rights of NBBS relating to deposits and peripheral equipment)prepaid expenses, databasesadvance xxxxxxxx with respect to Included Contracts that are not yet completed, computer softwareclaims for refunds and rights of offset, disks and similar assets (collectively, and together in each case in connection with other similar information technology assets, “Systems”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in relating to the Business; (hi) All books all books, records, files, studies, manuals, reports and records of Seller, other materials (in any form or any Seller Party, as applicable, that are primarily medium) related to the Business, including all filesadvertising materials, logscatalogues, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to the Business excluding records relating to Excluded Assets or the Other Stations; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (j) All advertising customer price lists, mailing lists, processesdistribution lists, trade secretsclient and customer lists, know-how referral sources, supplier and other proprietary or confidential information (collectivelyvendor lists, “Confidential Information”) owned by Sellerpurchase orders, Tribune or any sales and purchase invoices, correspondence, production data, sales and promotional materials and records, purchasing materials and records, research and development files, records, data and laboratory books, Intellectual Property disclosures, manufacturing and quality control records and procedures, service and warranty records, equipment logs, operating guides and manuals, drawings, product specifications, engineering specifications, blueprints, copies of their respective Subsidiaries which are primarily used all financial and accounting records, and copies of Proceedings files; in the Business; (k) All rightseach case, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets to the extent not related relating to any Excluded Liability in respect of the period following the Cutoff Time; (l) All jingles, slogans, commercials and other promotional materials (collectively, “Promotional Materials”) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in the Business; and (mj) All Registered Intellectual Propertyall claims, rights, credits, causes of actions, defenses and rights of set-off against third parties relating to or arising from the Business or any of the other Purchased Assets or Assumed Liabilities, in each case, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which NBBS may be entitled in connection with or relating to the Business or any of the other Purchased Assets or Assumed Liabilities, except as may be retained by NBBS pursuant to the terms .hereof, and except for any claims NBBS may have against its Members or managers; and Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement does not include the assumption of any Liability related to the Purchased Assets unless Mesa expressly assumes that Liability pursuant to Section 2.3.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Mesa Laboratories Inc /Co)

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Purchase and Sale of Purchased Assets. Upon the terms and subject a) Purchased Assets Subject to the conditions provisions of this Agreement, at the Closing, Seller shall, and pursuant Vendor hereby sells to the terms Purchaser and the Purchaser hereby purchases from the Vendor effective as of the Joinder Agreement shall cause each Seller Party toopening of business on the Closing Date the undertaking, sell, transfer, assign, convey goodwill and deliver to Buyer, and Buyer shall purchase from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens), all of the rightproperty and assets of the Vendor used in connection with or otherwise relating to the Business, whether real or personal, tangible or intangible, of every kind and description and wheresoever situate as a going concern, including, without limitation: i) all machinery, computers, equipment, office equipment, tools, furniture, furnishings and other miscellaneous items used in or relating to the Business as set forth and described in Schedule "A" attached hereto (collectively the "Office Equipment and Furniture"); ii) the exclusive right to the continued use of the trade name "TRADEPOINTE" to the extent permitted by law that the trade name ''TRADEPOINTE'' can be assigned or used, the exclusive right to the continued use of each and every other trade name of the Vendor to the extent permitted by law that such trade names can be assigned or used and the right to retain and use the telephone number ~ _ to the extent that Telus or the Vendor's telephone service provider or its assigns or successors will permit such use (the ''Trade Names and Phone Number"); iii) all rights, title and interest of Seller or any Seller Party in and to the assets, and properties of every kind and description, real, personal or mixed, tangible or intangible then owned or held by Seller or any Seller Party and used primarily in the Business (except as expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including all right, title and interest of Seller and the Seller Parties as leasehold improvements of the Closing to the following (excepting only the Excluded Assets): (a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the StationsVendor at 14359th Avenue S.E., and including any applications therefor and renewals or modifications thereof between the date hereof and Closing; (b) All accounts receivable generated by the Business for periods prior to the Closing Date; (c) All of (i) the real property interests owned by Seller or any Seller PartyCalgary, as applicableAlberxx xxx 0000 Xxxx Xxxxx Avenxx, that are primarily used or primarily held for use in the BusinessXxxxxxxxx, including but not limited to all Owned Real Property; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned or held by Seller or any Seller Party, as applicable, that are primarily related to the Business Xxxxxxx Xxxxxxxx xxxxx xxxxxxxx xxx clothing racks (the “Purchased Intellectual Property”), including the call signs set forth on Schedule I and Schedule II"Leasehold Improvements") ; (f) Subject to Section 5.6, (i) all Contracts of Seller or any Seller Party to the extent such Contracts are primarily related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, or any Seller Party, as applicable, to the extent such Contracts are for the purchase or lease, as applicable, of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of services, in each case used primarily in the Business and made in the ordinary course of the Business and consistent with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectively, and together with other similar information technology assets, “Systems”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (h) All books and records of Seller, or any Seller Party, as applicable, that are primarily related to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to the Business excluding records relating to Excluded Assets or the Other Stations; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (j) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (k) All rights, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets to the extent not related to any Excluded Liability in respect of the period following the Cutoff Time; (l) All jingles, slogans, commercials and other promotional materials (collectively, “Promotional Materials”) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in the Business; and (m) All Registered Intellectual Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Worldwide Promotional Products Corp)

Purchase and Sale of Purchased Assets. Upon Pursuant to § 9610 of the terms California Commercial Code and subject to in accordance with the conditions provisions of this AgreementAgreement and except for the Excluded Assets as set forth in Section 2.2, at the Closing, the Seller shall, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, will irrevocably sell, transferconvey, assign, convey and deliver transfer to the Buyer, and the Buyer shall will purchase and acquire from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens)Seller, all of the right, title and interest of the Seller or and the Debtor, free and clear of Seller’s security interest and any Seller Party security interest subordinate thereto, in and to all of the assets, properties and properties assets of every kind and description, whether real, personal or mixed, tangible or intangible then owned intangible, and wherever located, used or held by Seller for use in connection with, necessary for or any Seller Party and used primarily in relating to the Business (except as expressly set forth below) (herein collectively referred to as collectively, the “Purchased Assets”)) “as is”, “where is”, without recourse other than as provided and limited in Article 9 of this Agreement, and without representations or warranties of any kind, express or implied, including, without limitation, any warranties as to title, possession, existence, quiet enjoyment, noninfringement, merchantability, value, useful life, fitness for intended use, or similar representations and warranties, other than the representations and warranties set forth in Section 3 of this Agreement, including all rightthe following, title and interest of Seller and the Seller Parties as of the Closing to the following (excepting only the Excluded Assets):extent such assets exist: (a) (x) The Station Licenses all notes and (y) accounts receivable of the Business arising from the conduct of the Business after the Closing Date, including all trade accounts receivable and other assignable Governmental Authorizations primarily related rights to the Stationspayment from customers, and the full benefit of all security for such accounts or rights to payment, including any applications therefor and renewals or modifications thereof between the date hereof and Closingsuch receivables as set forth on Schedule 2.1(a); (b) All accounts receivable generated by the Business all inventories used or held for periods prior use in connection with, or relating to the Closing DateBusiness, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the production of finished goods, including such inventory as set forth on Schedule 2.1(b) (“Inventory”); (c) All of (i) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Businessall rights, including but not limited Intellectual Property rights, in and to products sold or leased in connection with, or related to, the Business (including products hereafter sold, returned or repossessed and all Owned Real Property; rights of rescission, replevin, reclamation and (ii) the Tower Leases described rights to stoppage in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (itransit) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon); (d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”); (e) All Intellectual Property (other than Registered Intellectual Property) owned owned, created, acquired, licensed or held used by Seller the Debtor that is used in connection with or any Seller Party, as applicable, that are primarily related to the Business at any time prior to and through the Closing Date (collectively, the “Purchased Intellectual Property”), and all other intangible rights, including all goodwill associated with the Business or the Purchased Assets, including the call signs Intellectual Property set forth in Schedule 2.1(c); (d) all rights, including Intellectual Property rights, in and to products under research and development in connection with the Business prior to the Closing; (e) all machinery, equipment, furniture, furnishings, computer hardware and software, materials, vehicles, tools, dies, molds and other items of tangible personal property of every kind and wherever located, used or held for use in connection with or related to the Business and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof, including all of the assets set forth on Schedule I and Schedule II2.1(f); (f) Subject the shares of the capital stock of Debtor Sub, whether certificates for such shares held by the Seller or held by the Debtor at Debtor’s California place of business or elsewhere; (g) all Governmental Authorizations and all pending applications therefore or renewals thereof, in each case relating to Section 5.6the Business and to the extent transferable to the Buyer; (h) all books, records, files, studies, manuals, reports and other materials (in any form or medium) related to the Business that are not part of any Classified Contract, including all advertising materials, catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, correspondence, production data, sales and promotional materials and records, purchasing materials and records, research and development files, records, data and laboratory books, Intellectual Property disclosures, manufacturing and quality control records and procedures, service and warranty records, equipment logs, operating guides and manuals, drawings, product specifications, engineering specifications, blueprints, financial and accounting records, litigation files, personnel and employee benefits records related to employees of Debtor engaged in the Business to the extent transferable under applicable Law, and copies of all other personnel records to the extent the Seller and Debtor are legally permitted to provide copies of such records to the Buyer; in each case, to the extent relating to the Business; (i) all Contracts of Seller rights and interests under all certificates for insurance, binders for insurance policies and insurance under which the Debtor, the Business or any Seller Party to the extent such Contracts are primarily related to the Business, as applicable, for the sale or barter of broadcast time on the Stations for advertising or other purposes and made in the ordinary course of the Business and consistent with past practices; (ii) all Contracts of Seller, Purchased Assets is or any Seller Party, as applicablehas been insured, to the extent such Contracts are rights or interests arise from or relate to any of the Assumed Liabilities or any casualty or Liability affecting the Business or any of the other Purchased Assets; and (j) all rights relating to deposits and prepaid expenses received by the Debtor, and claims by the Debtor for the purchase or lease, as applicable, refunds and rights of merchandise, supplies, equipment, vehicles or other tangible personal property, or for the receipt of servicesoffset, in each case used primarily in the Business and made in the ordinary course of the Business and consistent connection with past practices; (iii) all Contracts listed or described in Section 3.17(a) of the Disclosure Schedule; and (iv) any other Contracts entered into by Seller, or any Seller Party, as applicable, primarily for the Business which (A) is of the general nature described in clauses (i), (ii), (iii), (v), (xii) or (xiii) of Section 3.17(a) of the Disclosure Schedule, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets (collectively, and together with other similar information technology assets, “Systems”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (h) All books and records of Seller, or any Seller Party, as applicable, that are primarily related to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence primarily relating to the Business excluding records relating that are not excluded under Section 2.2(g), including those set forth on Schedule 2.1(l) (which Schedule shall be updated as of the day immediately preceding the Closing Date). Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to Excluded Assets or this Agreement does not include the Other Stations; (i) All prepaid rentals and other prepaid expenses (except for prepaid insurance or to the extent assumption of any Liability related to the Excluded Assets) to the extent arising from payments made by Seller, or any Seller Party, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.8; (j) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information (collectively, “Confidential Information”) owned by Seller, Tribune or any of their respective Subsidiaries which are primarily used in the Business; (k) All rights, claims or causes of action of Seller or any Seller Party, as applicable, against third parties arising under warranties from manufacturers, vendors and others and claims against third parties arising out of Environmental Laws in connection with the Purchased Assets unless the Buyer expressly assumes that Liability pursuant to the extent not related to any Excluded Liability in respect of the period following the Cutoff Time; (l) All jingles, slogans, commercials and other promotional materials (collectively, “Promotional Materials”) owned by Seller, Tribune or any of their respective Subsidiaries which are used primarily in the Business; and (m) All Registered Intellectual PropertySection 2.3.

Appears in 1 contract

Samples: Foreclosure Sale Agreement (Isc8 Inc. /De)

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