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Purchase and Sale of the Assets Sample Clauses

Purchase and Sale of the Assets. Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the S...
Purchase and Sale of the Assets. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to all of the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and dies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, telephone and telefax numbers, all listings in all telephone books and directories, Seller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG A...
Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon; (i) all equipment, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all equipment, machinery and other real, personal and mixed property, operational or nonoperational, located off the Properties, used or held for use primarily in connection with, or otherwise primarily attributable to, the ownership of the Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and any and all amendments, ratifications or extensions of the foregoing (collectively, the “Purchased Contracts”); (f) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, titl...
Purchase and Sale of the Assets. 10 2.1. Agreement to Purchase and Sell...........................................................................10 2.2. Excluded Assets..........................................................................................11 2.3.
Purchase and Sale of the Assets. Subject to the terms and conditions ------------------------------- of this Agreement, excluding only the Excluded Assets (as defined in Section 1.3 below), Seller agrees to cause PD to sell, transfer, ----------- assign, and deliver to Purchaser or the Purchaser Affiliates, and Purchaser agrees to purchase, or cause to be purchased, from PD, all of PD's right, title, and interest in and to those assets, rights, and properties of PD of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, relating exclusively to or used directly and exclusively in the Contact Lens Products Business as conducted by PD, as specified below, if any (the "Acquired Assets"): (a) The furniture, machinery, equipment, supplies, tools for maintenance and repair or otherwise, office equipment, other goods and all other tangible personal property located in Germany or otherwise relating exclusively to or used directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD, (b) The inventory, including but not limited to, finished products, work in process, inventory in transit to PD, raw materials, spare parts, packing materials, shipping containers, and all other office and maintenance supplies and other similar items or materials relating exclusively to or used directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD; (c) The motor vehicles, including automobiles, trucks and other rolling stock, used directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD; (d) All of PD's title, claims, and rights under all contracts, agreements, and purchase and sale orders relating exclusively to the Contact Lens Products Business as conducted by PD; (e) All existing correspondence, files, invoices, customer lists and information, supplier lists and information, employee files (except for those employees who do not become employees of WJ or the Purchaser Affiliates), operating manuals, catalogs, technical, accounting, manufacturing, and procedural manuals or information sheets, pricing sheets, advertising and display materials, and brochures, and any confidential information and any other materials and data associated exclusively with or used or employed by PD directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD; (f) All Intellectual Property (as defined in Section 2.16 h...
Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement, XeQute agrees to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase and accept from XeQute free and clear of all Liens, all of the right, title and interest of XeQute to (a) all commitments, contracts, leases and agreements relating to the SAP Practice business line, the eSuite business line and the Light Directed business line listed or described on Schedule 2.1 (a) hereto (collectively, the "Contracts") and (b) all of XeQute's tangible and intangible assets, including goodwill, required to operate the SAP Practice business line, the eSuite business line and the Light Directed business line, including all those assets listed or described on Schedule 2.1(b) hereto (referred to hereinafter collectively with the Contracts as the "Assets"). All Schedules hereto shall be agreed by the parties and attached hereto within 30 days of the date hereof, or such later date as all parties hereto shall agree, or this Agreement shall terminate.
Purchase and Sale of the Assets. Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at Closing (hereinafter defined), but effective as of 12:01 a.m. C.S.T. on January 1, 2003 (the "Effective Date") a net three percent (3%) of the right, title and working interest of Seller in and to the following properties described in Sections 1.1 through 1.7 (collectively, the "Assets"):
Purchase and Sale of the AssetsAt the Closing, the Seller shall sell, assign and transfer to the Purchaser, free and clear of all liens, pledges, security interests, mortgages, claims, debts, charges, agreements or other encumbrances or restrictions on transfer of any kind whatsoever (collectively, the "Encumbrances"), all of its property, rights, privileges and interests, whether tangible or intangible, real, personal or mixed, that are held or leased or used in connection with the Business, other than the Excluded Assets as defined in Section 1.3 below (collectively, the "Assets"). The Assets shall include, but not be limited to, all of Seller's rights and interests in its: (a) tangible personal property, including, without limitation, work in process, inventory, furniture and equipment; (b) real property, including, without limitation, fixtures; (c) leasehold interests, which may require landlords' consents, which consents will be delivered at Closing; (d) contracts and personal property leases expressly assumed by the Purchaser; (e) licenses and permits, which may require consent to assignment; (f) patents, trademarks, copyrights and all other intellectual property, which may require consent to assignment; (g) know how and trade secrets; (h) prepaid expenses; (i) accounts receivable; (j) customer lists and account information; (k) goodwill; (l) positive bank account balances; and (m) copies of all files, books and records.
Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Liens to the extent permitted under Section 363 of the Bankruptcy Code, and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are primarily used in or related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows: (i) all of the fixed assets and other tangible personal property, including, without limitation, all machinery, tools, equipment, computers, management information systems (including without limitation the Synapse billing software and billing systems), telephone systems, furniture, fixtures, leasehold improvements, supplies and any other assets owned by the Company, wherever located, set forth on Schedule 1.01(a)(i) hereto (collectively, the “Property”); (ii) all intellectual property used in the Business, including (A) all copyrights, source code and other software, and the registered copyrights listed on Schedule 1.01(a)(ii), whether domestic or foreign, registered or common law (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, trade dress, domain names, URLs, web pages, in any case, whether domestic or foreign, registered or common law, listed on Schedule 1.01(a)(ii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the pending U.S. patent application and corresponding foreign counterpart applications, including any continuations applications, divisional applications, issued patents, reexamina...
Purchase and Sale of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, as such term is defined in this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Seller, the entire rights, title and interest of Seller in, and to the Assets, including but not limited to the following: (a) All rights, title and interest of Seller in and to the oil, gas and/or mineral leases described on Exhibit A hereto (and any ratifications and/or amendments to such leases, whether or not such ratifications or amendments are described on Exhibit A); (b) Without limitation of the foregoing, all other rights, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the lands described on Exhibit A hereto or described in any of the leases described on Exhibit A (including, without limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests insofar as they cover such lands); (c) All rights, title and interest of Seller in and to, or otherwise derived from, (i) all oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders; (ii) to the extent the same create rights among the parties thereto to share in production from the contract areas covered thereby, operating and similar agreements; (iii) all other contracts and agreements of Seller relating to the Assets; and (iv) all amendments or modifications of the foregoing, which relate to the properties described in subsections (a) and (b) above; (d) All rights, title and interest of Seller in and to all presently existing and valid production sales contracts, operating agreements, rights of way, and other agreements and contracts which relate to any of the properties described in subsections (a), (b) and (c) above, to the extent, and only to the extent, such rights, titles and interests are attributable to the properties described in subsections (a), (b) and (c) above; and (e) All rights, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all xxxxx, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression...