Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement and in the Sale Order, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, all right, title and interest of Sellers in, to or under all of the properties and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent owned, leased, licensed, used or held for use in or relating to the Business, in each case, as the same shall exist on the Closing Date, or, in the case of Acquired Stores and Business Properties (other than Closing Date Acquired Stores and Closing Date Business Properties) and the assets set forth below related thereto, on the date the applicable Real Property Lease is assumed and assigned to Buyer in accordance with the Designation Rights Agreement (but, for the avoidance of doubt, excluding any Excluded Assets), in each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, the “Acquired Assets”) including all right, title and interest of Sellers in, to or under:
(a) all Acquired Stores and related Assigned Real Property Leases;
(b) all Business Properties and related Assigned Real Property Leases;
(c) all Inventory in accordance with Section 2.5;
(d) all Equipment;
(e) all Assigned Agreements;
(f) all Xxxxx Cash;
(g) all Permits and pending applications therefor, in each case to the extent assignable;
(h) all Prepaid Expenses;
(i) all Acquired Intellectual Property;
(j) all customer and supplier lists, other current and prospective customer information and data, marketing research and similar data being used or held for use by Sellers, subject to applicable Law or Contracts;
(k) all goodwill and other intangible assets including correspondence with present or prospective customers and suppliers, advertising materials, Software programs, telephone exchange numbers, and other similar intangible assets associated with the Business and the Acquired Assets (to the extent transferable), provided that, to the extent such intangible assets cannot be transferred to Buyer, Sellers shall be deemed to have granted to Buyer an exclusive, royalty-free right and license to use such intangible assets from and after the Closing Date, to the fullest extent permitted b...
Purchase and Sale of the Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.
Purchase and Sale of the Acquired Assets. (a) At the Closing, subject to the terms and conditions contained in this Agreement, the Sellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers all of their right, title and interests in and to the Acquired Assets for the Purchase Price.
(b) Within ten (10) days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent. The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason prior to the Closing Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Purchase Price shall be paid as follows:
(i) Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion of the Purchase Price”);
(ii) Seven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing. The Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form of such mortgage shall be subject in all respects to the reasonable approval of the Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and
(iii) Sellers agree to execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred.
(d) The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser. The part...
Purchase and Sale of the Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller and the Seller shall sell, transfer, convey, and deliver to the Buyer, the Acquired Assets free and clear of all Liens other than Excepted Liens at the Closing for the consideration specified below in this Section 1.
Purchase and Sale of the Acquired Assets. On the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from Seller, all of Seller’s right, title and interest in and to, as of the Closing, all of the assets of the Seller other than the Excluded Assets (as defined below) (collectively, the “Acquired Assets”), free and clear of all interests, claims, liens and encumbrances pursuant to Section 363(f) of the Bankruptcy Code. The Acquired Assets include:
(i) all tangible property, accounts, machinery, equipment, inventories, goodwill, software and computer programs, hardware, intellectual property, company names, product names, trade names, prepaid expenses and deposits;
(ii) the Designated Contracts (as defined below); 38760-00003/4781767.1
(iii) the insurance claims reserve for Seller’s Liabilities under or arising out of the Automobile Insurance Programs (the “Insurance Claims Reserve”) ;
(iv) All insurance policies and the proceeds thereof, to the extent transferable, covering claims under the Automobile Insurance Programs;
(v) any rights, title and interests of Seller in and to Vehicle Rental Agreements including, without limitation, any fees, charges and other amounts paid or due to Seller under any Vehicle Rental Agreements for the portion of the Rental Period (as defined in the applicable Vehicle Rental Agreements) occurring from and after the Closing Date, books and records (excluding books and records under Section 1.2(ix));
(vi) the Customer TOS & PII Arrangements and any other policies and procedures relating to the Seller’s business, telephone and facsimile numbers, all licenses and permits to the extent transferable;
(vii) all benefits, all rights, title and interests in and to HFIS Insurance Company;
(viii) any rights, claims or causes of action of Seller against third parties relating to the Acquired Assets (other than those that constitute Excluded Assets); and
(ix) proceeds and products of all the foregoing assets.
Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order at the Closing (as defined below), each Seller shall sell, transfer, assign, convey, and deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, all of such Seller’s right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. “Acquired Assets” means all of each Seller’s right, properties, title and interest in and to, as of the Closing, to all assets relating to the (i) New Homes Business, (ii) Non-Installing Dealer Business and (iii) the Blue Raven Business, in each case, as presently conducted (collectively the “Acquired Businesses”), including, solely to the extent relating to the Acquired Businesses, the following assets of such Seller, but excluding in all cases the Excluded Assets (as defined below):
Purchase and Sale of the Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing, but effective as of the Effective Time, Xxx Enterprises and Xxx Procurement will sell, convey, transfer, assign and deliver to Buyer all of their right, title and interest in and to the Acquired Assets.
Purchase and Sale of the Acquired Assets. On the terms and subject to the conditions of this Agreement at the time of the Closing and effective from and after the Closing Date, Parent and BG shall, and shall cause NFC to, sell, convey and assign (or cause their Subsidiaries to sell, convey and assign) to the Purchaser or its designee, free and clear of all Liens, except Permissible Liens, the Acquired Assets, and the Purchaser or its designee shall purchase the Acquired Assets.
Purchase and Sale of the Acquired Assets. Subject to the terms and conditions of this Agreement, each Seller Party agrees to sell, assign, transfer, convey and deliver to Buyer (as directed by Buyer) as of the Closing Date, and Buyer agrees to purchase and to take (or to cause its designated Affiliate to take) assignment and delivery from Seller as of the Closing Date, all of Seller’s right, title and interest in and to the Acquired Assets, in each case free and clear of all Liens. For purposes of clarification only, the Parties acknowledge that Buyer is not assuming any liabilities of Seller in relation to the Acquired Assets or otherwise.
Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign, convey, and deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from Sellers, all of Sellers’ right, title and interest in and to, as of the Closing, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. “Acquired Assets” means all of the properties, rights, interests and other assets owned by or held by a Seller as of the Closing, whether tangible or intangible, real, personal, or mixed, wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP, including any such properties, rights, interests, and other assets acquired by any Seller after the date hereof and prior to the Closing, and including Sellers’ right, title and interest in and to, as of the Closing, the following assets of each Seller, but excluding in all cases the Excluded Assets:
