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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).
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Samples: Asset Purchase Agreement (Skanon Investments, Inc.), Asset Purchase Agreement (Ready Mix, Inc.)
Purchase and Sale of the Assets. Upon At the Closing, upon the terms and subject to the terms and conditions of this Agreementcontained herein, Seller agrees to shall sell, transfer, convey, assign and deliver to BuyerPurchaser, effective as of the Closing, and Buyer agrees to Purchaser shall purchase and acquire from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to all of the following properties, assets (and rights of Seller used or useful in connection with the Business, of every kind and description, real, personal and mixed, tangible and intangible, wherever located, except for the Excluded Assets, free and clear of all liens, mortgages, pledges, encumbrances and charges of every kind other than the Permitted Liens (collectively, the "Assets"). Without limiting the generality of the definition of the Assets being purchased by Purchaser, which are used or employed, in whole or in part, in the Business: Assets shall include the following:
(a) Owned Real Property all real property and Leased interests therein of Seller used or held for use in the conduct of the Business and more fully described in Schedule 2.1(a) and all buildings, structures and improvements located thereon and appurtenances attached thereto including, without limitation, all air rights, subsurface rights, water rights, xxxxx and all appurtenant development rights, if any, or easements, licenses, privileges, variances and other agreements used by Seller in the Business as presently conducted (the "Real Property; ");
(b) tangible personal property (such as all machinery, equipment, inventory, molds, assembly machinery, fixtures, computers, computer hardware and software, tools, supplies, construction in progress, furniture, vehicles and other tangible personal property and assets of Seller related to the Business, all of which are described on Schedule 2.1(b), including without limitation Seller's rights under warranties (expressed and implied) relating thereto (the "Fixed Assets");
(c) all Seller's inventories of raw materials and material, work in progress, finished products, supplies, manufactured catalogs and purchased partspromotional and marketing materials used in the conduct of the Business (the "Inventory");
(d) all the interest of, goods in process and finished goodsthe rights and benefits accruing to, furnitureSeller as lessee under all leases or rental agreements covering machinery, equipment (including office equipment), systems, automobiles, trucks, tractors, trailerscomputer hardware, tools, jigssupplies, furniture and dies)fixtures, except for those vehicles and other tangible assets used in the non-Seller portion Business including, without limitation, those described in Schedule 2.1(d);
(e) all of the Office Building rights and benefits accruing to Seller under all Assumed Contracts;
(f) all currently existing operating data and records of Seller relating to the Business, including without limitation, lists of all currently existing customers and all customer records, research and development reports and records, production reports and records, standard operating procedures, schematics, equipment logs, operating guides and manuals, part lists and specifications, vendor lists, copies of personnel records of the Employees, correspondence and other similar documents and records relating to the foregoing;
(g) all of the Intellectual Property of Seller, including, without limitation, all such property and rights listed in Schedule 2.1(g);
(h) all licenses, permits, approvals, qualifications, consents and other authorizations necessary for the lawful conduct, ownership and operation of the Business including, without limitation, those listed on Schedule 2.1.1; 2.1(h), other than those licenses, permits, approvals, qualifications, consents and other authorizations which by law are not transferable, as so indicated on Schedule 2.1(h);
(ci) Intellectual Property; (d) leases all prepaid expenses, advances and subleases deposits arising in the conduct of the Business, other than prepaid premiums related to insurance policies, all of which are listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”2.1(i); (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) booksall goodwill and going concern value of the Business, recordsincluding without limitation, ledgersthe right to use, filesthe names "Xxxxxx" and "American Modular Technologies" and any derivatives thereof used by Seller;
(k) all interests in and to telephone, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, telex and specifications, creative materials, advertising telecopier numbers 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 stationery, forms, labels, catalogs, brochures, art work, photographs and advertising material;
(m) all rights in and to insurance and indemnity claims, chooses in action, judgments, claims, demands and other rights of Seller’s accounts and customer lists relevant to all of Seller’s sites the Business or Seller (for the avoidance of doubt, including all customers relevant solely as it relates to the sites covered by Business) against third parties (other than claims, chooses in action, judgments, claims, demands and other rights which are Excluded Assets or relate to Excluded Liabilities);
(n) all assignable federal, state and local governmental licenses, permits, authorizations and approvals, if any, of, or relating to, the SRMG Agreement and the San Man AgreementBusiness; and
(o) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)lockbox account #___________________________________ at NationsBank.
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to Entities shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees shall purchase and acquire from the Seller Entities, free and clear of all Encumbrances, all right, title and interest in, to and under all of the assets, properties and rights of the Seller Entities of every kind and nature used in or relating to the Acquired Business, wherever located, and whether or not reflected on the books of the Seller Entities, but excluding the Excluded Assets (collectively, the "Assets"), including, but not limited to, any Seller Entity's right, title and interest in, to and under the following:
(a) all inventory including inventories of raw materials, work-in-process and finished goods, and including all inventory in transit or warehoused, along with all related packaging and other supplies, but in each case excluding all Excluded Inventory;
(b) all accounts receivable (both billed and unbilled, current and non-current, and including balances owed and post-dated checks), notes receivable, Tax receivables (to the extent reflected on the Final Closing Balance Sheet and included in the Closing Working Capital calculation), negotiable instruments and chattel paper arising from the operation of the Business (including the right to receive and retain mail enclosing payments of same);
(c) all furniture, fixtures, equipment, machinery and other tangible personal property (including, without limitation, testing equipment, office equipment, desks, maintenance vehicles, spare parts and tools (including, without limitation, any spare parts and tools contained in any maintenance vehicles), computers, fax machines, telephones, telephone systems, signs, and prepaid deposits with vendors) owned by a Seller Entity or used in the Business, including all such property located at the Leased Facilities, and including all of the assets listed on the fixed asset list attached as Schedule 2.1(c);
(d) the leasehold interests in the Leased Facilities expressly listed on Schedule 2.1(d) (each an "Assumed Leased Facility"), all rights and interests of a Seller Entity under the Facility Leases for the Assumed Leased Facilities, and all prepaid expenses and deposits related to the Assumed Leased Facilities (including security deposits);
(e) all rights and interests of the Seller Entities under (i) all open purchase orders with suppliers arising from Sellerthe operation of the Business, including the material purchase orders listed on Schedule 2.1(e)(i); (ii) all Contracts (other than purchase orders) with suppliers arising from the operation of the Business, including any Contracts with any of the top twenty-five (25) vendors listed on Schedule 2.1(e)(ii); (iii) all open sales orders with customers arising from the operation of the Business, including the material sales orders listed on Schedule 2.1(e)(iii), (iv) all Contracts (other than sales orders) with customers arising from the operation of the Business, including the material Contracts listed on Schedule 2.1(e)(iv), (v) the equipment leases listed on Schedule 2.1(e)(v), and (vi) any other Contracts listed on Schedule 2.1(e)(vi) (together with the Facility Leases for the Assumed Leased Facilities, the "Assumed Contracts"), provided, that the term "material" used in this Section 2.1(e) shall mean any Contract, purchase order or sales order that contemplates revenue or spending of at least $100,000, individually or in the aggregate;
(f) all Permits held by a Seller Entity for the conduct of the Business, but only to the extent legally assignable;
(g) all Records;
(h) all prepaid expenses and deposits, deferred charges, advance payments (including supplier advances), security deposits and prepaid items relating to the Assets or the operation of the Business;
(i) all telephone numbers (including toll free numbers), facsimile numbers, email addresses and Internet domain names of the Seller Entities or, in the case of domain names, owned by a Seller or his spouse and related to the Business (including those listed on Schedule 2.1(i)), all sales leads, and all sales, promotional or marketing materials, catalogues and advertising literature relating to the Business;
(j) all Intellectual Property and other intangible property rights of the Seller Entities (including all rights to the name "TANGERINE," "TANGERINE PROMOTIONS" and any derivatives thereof (whether as a trade name, corporate name or otherwise)) and including any Seller Entity's interest in income, royalties, damages and payments accrued, due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements, misappropriations or other violation thereof, the right to xxx and recover for past, present, or future infringements or misappropriations thereof) and any and all of such Seller’s rightcorresponding rights that, titlenow or hereafter, and interest in and to may be secured throughout the world;
(k) all of the following assets (except for the Excluded Assets)capital stock, 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, notesequity securities, and other receivables equity ownership interests in any other Person that are owned by or held in the name of a Seller Entity;
(l) all insurance benefits (including the approximate $982,000 income tax receivableright to receive any insurance proceeds relating to the Business, but excluding the Concrete Visions ReceivableAssets or the Assumed Liabilities); , other than insurance benefits that result or arise from or relate to any Excluded Asset or Excluded Liability;
(gm) securities (excluding the equity securities in Seller); (h) all rights, claims, deposits, prepayments, refundscredits, causes of action, choses in action, rights of recoveryrecovery or to refunds or rebates (including promotional allowances and vendor rebates), or rights of set-offoff of a Seller Entity (including any express or implied warranties) with respect to or arising out of the Assets;
(n) all office supplies, production supplies, miscellaneous supplies and other tangible property of any kind located in any building, office or other space leased, owned or occupied by a Seller Entity or in any Leased Facility;
(o) all other assets, properties and rights owned or used by the Seller Entities in the operation of recoupmentthe Business, whether or not specifically enumerated above; and
(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; (lp) all goodwill and going concern value associated with the Business or any 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)properties and rights set forth above.
Appears in 1 contract
Samples: Asset Purchase Agreement (Superior Uniform Group Inc)
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, effective as of 12:01 A.M. Texas time on the date of the execution hereof (the "Closing Date"), all of the assets, rights and interests of the Seller used, primarily or exclusively, in the conduct of the Services Divisions as the Services Divisions were conducted by the Seller before the Closing Date all of such Seller’s rightother than the Excluded Assets (as defined in Section 1.2 hereof), titlewhether real, and interest in and to all of personal, tangible or intangible, including, without limitation, the following assets (except for all such assets being sold hereunder are referred to collectively herein as the Excluded "Assets)"):
(a) all tangible personal property owned by the Seller and used, which are used primarily or employed, in whole or in partexclusively, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property conduct of the Service Divisions or the operation of the Assets (such as rigs, machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles), except for those used including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property");
(b) all of the inventory, including parts supplies and spare parts inventory, owned by the Seller and used, primarily or exclusively, in the non-Seller portion conduct of the Office Building listed Services Divisions or the operation of the Assets, including without limitation, that which is more fully described on Schedule 2.1.1; 1.1(b) hereto (collectively, the "Inventory");
(c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2all of the Seller's intangible assets used, and rights thereunder (primarily or exclusively, in the “Assumed Leases”); (e) agreementsconduct of the Services Divisions or the operation of the Assets, contractsincluding without limitation, 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) franchisesthe Seller's rights to the name "PetroAmerican Services Corporation" (or any name similar thereto or which incorporates the term "PetroAmerican") which the Seller used, approvalsprimarily or exclusively, permits in connection with the Services Divisions, (ii) all of the Seller's rights to any patents, patent applications, trademarks and service marks (including Real Property Permitsregistrations and applications therefor), licenses, orders, registrations, certificates, variancestrade names, and copyrights and written know-how, trade secrets, licenses and sublicenses and all other similar rights obtained from Governmental Authoritiesproprietary data and the goodwill associated therewith (collectively, except for those which by Law are not transferable the "Intellectual Property") used or held, primarily or exclusively, in the conduct of the Services Divisions (the "Seller Intellectual Property"), and except for those relating (iii) the sales and promotional literature, computer software, customer and supplier lists and all other records of the Seller relating, primarily or exclusively, to the Excluded Assets or the Services Divisions (togethercollectively, the “Permits”"Intangibles"); ;
(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; (ld) all of Seller’s accounts 's rights under those leases, subleases, contracts, contract rights and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant agreements relating to the sites covered by operation of the SRMG Agreement and Assets or the San Man Agreement) (with all such assets, not including conduct of the Excluded Assets, referred to as the “Assets”).Services Divisions listed on Schedule 1.1
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to shall purchase and acquire from the Seller, as free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title and interest in, to and under all of the Closing Date all assets, properties and rights of such the Seller of every kind and nature used in or relating to the Business, wherever located, and whether or not reflected on the books of the Seller, but excluding the Excluded Assets (collectively, the “Assets”), including the Seller’s right, title, title and interest in in, to and to all of under the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: following:
(a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machineryall inventory, equipment, including inventories of raw materials and suppliesmaterials, manufactured and purchased parts, goods in work-in-process and finished goods, and including all inventory in transit, along with all related packaging and other supplies, but in each case excluding all Excluded Inventory;
(b) all accounts receivable (both billed and unbilled, and including balances owed and post-dated checks), notes receivable, negotiable instruments and chattel paper arising from the operation of the Business;
(c) all vehicles, furniture, fixtures, signs, equipment (including computers, desks, telephones, telephone systems, fax machines and other office equipment, systemsand all related computer software), automobilesmachinery and other tangible personal property, trucks, tractors, trailerstogether with all spare parts, tools, jigsaccessories and related supplies, including all such property located at the Leased Facilities, and diesincluding all of the assets listed on the fixed asset list attached as Schedule 2.1(c), except for those used ;
(d) the leasehold interests in the non-Seller portion of the Office Building Leased Facilities expressly listed on Schedule 2.1.1; 2.1(d) (ceach an “Assumed Leased Facility”), all rights and interests of the Seller under the Facility Leases for the Assumed Leased Facilities, and all prepaid expenses and deposits related to the Assumed Leased Facilities (including security deposits);
(e) Intellectual Property; all rights and interests of Seller under (di) leases purchase orders and subleases other Contracts with suppliers arising from the operation of the Business and listed on Schedule 2.1.22.1(e)(i), (ii) purchase orders and rights thereunder (other Contracts with customers arising from the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, operation of the Business and guaranties other than the Assumed Leases listed on Schedule 2.1.32.1(e)(ii), (iii) the operating leases for equipment listed on Schedule 2.1(e)(iii), and rights thereunder (iv) any other Contracts listed on Schedule 2.1(e)(iv) (together with the Facility Leases for the Assumed Leased Facilities, the “Assumed Contracts”); ;
(f) accountsall Permits held by Seller for the conduct of the Business, notesbut only to the extent legally assignable;
(g) all Records;
(h) all prepaid expenses and deposits, deferred charges, advance payments, security deposits and other receivables prepaid items relating to the Assets or the operation of the Business;
(i) all telephone numbers, facsimile numbers, email addresses and Internet domain names of Seller (including the approximate $982,000 income tax receivabletelephone numbers, but excluding facsimile numbers and domain names listed on Schedule 2.1(i)), all sales, promotional or marketing materials, catalogues and advertising literature relating to the Concrete Visions ReceivableBusiness;
(j) all Intellectual Property and other intangible property rights of the Seller (including all rights to the names “HPI Direct” and “UniformZoom” and derivatives thereof (whether as a trade name, corporate name or otherwise); );
(gk) securities all insurance benefits, including the right to receive any insurance proceeds relating to the Business, the Assets or the Assumed Liabilities;
(excluding the equity securities in Seller); (hl) all rights, claims, deposits, prepayments, refundscredits, causes of action, choses in action, rights of recoveryrecovery or to refunds or rebates, or rights of set-offoff of the Seller (including any express or implied warranties) with respect to or arising out of the Assets;
(m) amounts owed to the Seller under outstanding loans or advances made to the employees of Seller in their capacity, including those loans set forth in Part 3.1(j)(xv);
(n) all other assets, properties and rights owned or used by Seller in the operation of recoupmentthe Business, whether or not specifically enumerated above; and
(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; (lo) all goodwill and going concern value associated with the Business or any 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)properties and rights set forth above.
Appears in 1 contract
Samples: Asset Purchase Agreement (Superior Uniform Group Inc)
Purchase and Sale of the Assets. Upon On the Closing Date, the Buyer shall buy, and the Seller shall sell, assign, transfer, convey and deliver, upon the terms herein and subject and pursuant to the terms covenants, conditions, representations and conditions of warranties contained in this Agreement, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Seller agrees or to sellwhich it is directly or indirectly entitled, transferother than the Excluded Assets (the assets to be purchased by the Buyer being referred to as the "Acquired Assets"), conveyincluding, assign without limitation, the following:
(i) the Business as a going concern;
(ii) the corporate name, customer and deliver to Buyertrading agent list, customer or trading agent contact files, books, records, data, accounts receivable, commissions receivable, new and used Inventory and work-in-process, property, plant and equipment, prepaid expenses and other prepaid items;
(iii) Seller IP Rights;
(iv) contract rights, including manufacturer authorizations, licenses and agreements, files, and Buyer agrees to purchase from Sellerbooks and records, 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)including Tax records, except for those used in (i) income Tax records and (ii) corporate minute books and stock ledgers, so long as copies have been provided to the non-Seller portion of the Office Building listed on Schedule 2.1.1; Buyer;
(cv) 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) all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, recovery and rights of recoupment; setoff of any kind (iincluding duty drawback rights, 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), pertaining to, arising out of, and inuring to the benefit of the Seller;
(vi) all sales and promotional literature, customer lists and other sales-related materials owned or, to the extent that the Seller can convey rights therein, used in connection with the Business at the Closing Date;
(vii) all rights of the Seller under all leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable);
(viii) all municipal, state and federal franchises, approvals, permits (including Real Property Permits)permits, licenses, ordersagreements, registrationswaivers and authorizations held or used by the Seller in connection with, certificatesor required for, variancesthe Business, 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 extent transferable; and
(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; (lix) all of the Seller’s accounts 's right, title and customer lists relevant interest on the Closing Date in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in the operation of, or residing with, the Business, including, without limitation, those set forth on Schedule 2.1A attached hereto, but, however, excluding cash and any other assets listed on Schedule 2.1B attached hereto the "Excluded Assets").
(b) At the Closing, the Seller shall execute and deliver to the Buyer such bills of sale and other instruments as are necessary to transfer, convey or otherwise assign all of Seller’s sites (for the avoidance of doubt, including all customers relevant Acquired Assets to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)Buyer.
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject to At the terms and conditions of this AgreementClosing, Seller agrees to shall sell, transfer, convey, assign and deliver transfer to BuyerPurchaser, free and Buyer agrees to purchase from Sellerclear 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") except as of the Closing Date expressly assumed by Purchaser as provided herein, all of such Seller’s rightits assets, titleproperty, rights, privileges and interest interests, whether tangible or intangible, real, personal or mixed, that are held or leased or used in and to connection with the Business, other than the Excluded Assets as defined in Section 1.3 below (collectively the "Assets"). The Assets shall include, without limitation, all of the following assets (except for the Excluded Assets), which are used or employed, Seller's rights and interests in whole or in part, in the Business: its:
(a) Owned Real Property tangible personal property, including, without limitation, work in process, inventory, furniture and Leased Real Property; equipment;
(b) tangible personal property (such as machineryreal property, equipmentif any, inventories of raw materials and suppliesincluding, manufactured and purchased partswithout limitation, 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; fixtures;
(c) Intellectual Property; leasehold interests, which may require landlords' consents, which consents will be delivered at Closing;
(d) leases and subleases listed on Schedule 2.1.2contracts (to the extent they are Assumed Liabilities, and rights thereunder (the “Assumed Leases”as hereinafter defined); ;
(e) agreementslicenses and permits, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); some of which may require consent to assignment;
(f) accountspatents, notestrademarks and all associated goodwill, trade secrets, know how, copyrights, moral rights, and all other receivables (intellectual property of every description, including without limitation, all proprietary rights in any and all of Seller's websites; and all urls owned or controlled by or registered to or on behalf of Seller including, without limitation, the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); url Xxxxxxxxxxxx.xxx;
(g) securities (excluding the equity securities in Seller); prepaid expenses;
(h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; accounts receivable;
(i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, customer lists 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”); account information;
(j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, proprietary 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; confidential information;
(k) cash and cash equivalents, except for the Retained Seller Cash; goodwill;
(l) copies of files, books and records; and
(m) the proceeds under all of Seller’s accounts insurance policies 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)claims therefor.
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as the assets of the Closing Date all of such Seller’s rightSeller existing on the date hereof other than the Excluded Assets (defined below), titlewhether personal, and interest in and to all of tangible or intangible, including, without limitation, the following assets (except for of the Excluded Assets), which are Seller relating to or used or employed, in whole or in part, useful in the operation of the business as conducted by the Seller individually and under the assumed name of "Circle M Vacuum Services" on and before the date hereof (the "Business: ") such assets being sold hereunder are referred to collectively herein as the "Assets"):
(a) Owned Real Property and Leased Real Property; (b) the tangible personal property of the Seller (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured fixtures and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and diesvehicles), except for those used in the non-Seller portion of the Office Building listed including, without limitation, that which is more fully described on Schedule 2.1.1; 1.1.(a) hereto (ccollectively, the "Tangible Personal Property");
(b) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2the Seller's intangible assets, and rights thereunder (the “Assumed Leases”); (e) agreementsincluding without limitation, 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) franchisesall of the Seller's rights to the name "Circle M Vacuum Services" and all derivations thereof under which Seller currently does business, approvals(ii) all of the Seller's rights to any patents, permits patent applications, trademarks and service marks (including Real Property Permitsregistrations and applications therefor), licenses, orders, registrations, certificates, variancestrade names, and copyrights and written know-how, trade secrets, licenses and sublicenses and all other similar rights obtained from Governmental Authorities, except for those which by Law are not transferable propriety data and except for those relating to the Excluded goodwill associated therewith and with the Business and the Assets (togethercollectively, the “Permits”); "Intellectual Property") and (jii) the Seller's business telephone numbers and all of their account ledgers, sales and promotional literature, computer software, books, records, ledgers, files, documents, correspondence, files and data (including customer and supplier lists, customer lists, customer accounts, plats, architectural plans, drawings, ) and specifications, creative materials, advertising and promotional materials, studies, reports, and all 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 records of the Seller relating to the Excluded Assets or Excluded Liabilities; the Business (kcollectively, the "Intangibles");
(c) cash those leases, subleases, contracts, contract rights and cash equivalentsagreements relating to the Assets or the operation of the Business listed on Schedule 1.1(c) hereto (collectively, except for the Retained Seller Cash; "Contracts");
(ld) all of Seller’s accounts the permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and customer lists relevant other rights of every kind and character (collectively, the "Permits") relating principally to all or any of Seller’s sites the Assets or to the operation of the Business, including, but not limited to, those which are more fully described on Schedule 1.1(d) hereto (collectively, the "Seller Permits");
(e) the goodwill and going concern value of the Business; and
(f) all other or additional privileges, rights, interests, properties and assets of the Seller of every kind and description and wherever located that are used in the Business or intended for use in the Business in connection with, or that are necessary for the avoidance continued conduct, of doubt, including all customers relevant to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)Business.
Appears in 1 contract
Purchase and Sale of the Assets. Upon On the terms and subject to the terms and conditions of this Agreement, at the Closing, each Seller agrees to will sell, convey, transfer, convey, assign and deliver to BuyerBuyers (in each case as allocated to Buyers as set forth on Schedule 1.1), and Buyer agrees Buyers (in each case as allocated to Buyers as set forth on Schedule 1.1) will purchase and acquire from such Seller, as free and clear of the Closing Date any Encumbrances (other than Permitted Encumbrances), all of such Seller’s right, title, title and interest in in, to and to under all of the business, properties, assets, goodwill and rights of such Seller of whatever kind or nature, real or personal, tangible or intangible, owned, leased or licensed to, primarily used or otherwise primarily held for use by such Seller in operating the Business, wherever located and whether now existing or hereafter acquired prior to the Closing, other than the Excluded Assets (collectively, the “Acquired Assets”), including the following assets (except for to the Excluded Assets), which are extent used or employed, otherwise held for use by Sellers in whole or in part, in operating the Business: :
(a) Owned Real Property all accounts or notes receivable held by Sellers from third parties, including those set forth on Schedule 1.1(a), and Leased Real Property; any security, claim, remedy or other right related to any of the foregoing (the “Accounts Receivable”);
(b) tangible all of Sellers’ inventories, wherever located, including inventories of raw materials, finished goods, operating supplies, work-in-process, products, supplies, packaging, packaging materials, parts and other inventories, including any such being held on consignment, bailment or other arrangement, including the inventories set forth on Schedule 1.1(b);
(c) all personal property and interests therein (such as wherever located), including all machinery, equipment, inventories of raw materials and suppliesfixtures, manufactured and purchased parts, goods in process and finished goodsleasehold improvements, furniture, office equipmentfurnishings, displays, on-site vehicles, computer equipment and systems, automobilesSoftware, trucks, tractors, trailers, tools, jigs, hardware and dies), except for those used in the non-Seller portion of the Office Building listed other materials set forth on Schedule 2.1.1; (c) Intellectual Property; 1.1(c);
(d) leases all customer and subleases listed supplier lists and pricing information set forth on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”1.1(d); ;
(e) agreementsall Contracts which relate to the Business, contracts, instruments, Encumbrances, and guaranties other than including the Assumed Leases listed Contracts set forth on Schedule 2.1.3, and rights thereunder 1.1(e) (the “Assumed Contracts”); ;
(f) accountsall rights with respect to the Leased Real Property, notestogether with all improvements, fixtures and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); appurtenances thereto and rights in respect thereof;
(g) securities (excluding all Business Intellectual Property and Business IP Agreements, copies and tangible embodiments thereof in whatever form or medium, and all goodwill appurtenant to, or associated with, any of the equity securities in Seller); (h) foregoing, any and all rights of renewal relating to any of the foregoing, and all past, present or existing, and future claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, recovery and rights of set-offoff of any kind (including the right to sue and recover for infringements or misappropriations) against any Person related to or arising from any of the foregoing as set forth on Schedule 1.1(g) (collectively, and the “Acquired Intellectual Property”);
(h) all rights of recoupment; Sellers under or pursuant to all warranties, representations, indemnities and guarantees made by suppliers, manufacturers, intermediaries, distributors and contractors in connection with products sold to Sellers primarily for or in connection with the Business or in respect of any Acquired Asset but excluding such rights with respect to any Excluded Asset;
(i) franchisesall Permits, approvals, permits (including Real Property Permitsthose set forth on Schedule 1.1(i), licenses, orders, registrations, certificates, variancesto the extent assignable;
(j) all Regulatory Approvals held by Sellers or that are pending before any Governmental Authority with respect to any of the Products, and similar rights obtained from Governmental Authoritiesall applications for modification, except extension or renewal thereof, and any applications for those which by Law are not transferable and except for those relating to the Excluded Assets any new Regulatory Approvals (togethercollectively, the “PermitsAcquired Product Registrations”); ;
(jk) booksall marketing materials, records, ledgers, files, documents, correspondence, listsresearch data, customer listsand sales information, customer accounts, plats, architectural plans, drawings, and specifications, creative materialsproduct literature, advertising and other promotional materials and data, and training and educational materials, studies, reports, and other printed in each case used or written materials, telephone and telefax numbers, all listings held for use in all telephone books and directories, Seller’s webpage and web address, except for those relating the Business or that relate primarily to the Excluded Assets Products and/or their Exploitation, in whatever form or Excluded Liabilities; medium (ke.g., audio, electronic, visual or print) cash and cash equivalents(collectively, except for the Retained Seller Cash; “Marketing Materials”);
(l) all of Seller’s accounts Sellers’ credits, prepaid expenses, deferred charges, advanced payments, security deposits and customer lists relevant prepaid items to the extent relating to the Business;
(m) all of Seller’s sites Sellers’ claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to any Acquired Asset or any Assumed Liability, including unliquidated rights under manufacturers’ or vendors’ warranties;
(for the avoidance of doubtn) all books and records (financial and otherwise) in whatever form or medium (e.g., audio, electronic, visual or print), including all customers relevant books of account, ledgers, general, financial and accounting records (including worksheets and work papers), tangible data, files, invoices, billing records, customers’ and suppliers’ lists, other distribution lists, pricing information, manuals, laboratory records and preclinical, clinical and marketing studies (but expressly excluding any and all such books and records comprising electronic mail of Sellers), regulatory notes, letters, consulting reports, marketing reports, manufacturing information and reports, design drawings related to the sites covered by Products, the SRMG Agreement Acquired Assets or Assumed Liabilities, in each case in existence on the Closing Date, including books and records that document Product Know-How (the “Acquired Books and Records”);
(o) all Regulatory Documentation to the extent it relates to the Products (the “Acquired Regulatory Documentation”);
(p) all Manufacturing Documentation and Confidential Information;
(q) all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and to the extent related to the Acquired Assets, including such rights and proceeds receivable or hereafter received under any insurance policy written prior to the Closing;
(r) all of Sellers’ right to the security deposit amount of fifty thousand dollars ($50,000) (the “Security Deposit Amount”) and the San Man Agreementrefurbishment credit amount of two hundred forty-three thousand five hundred dollars ($243,500), each of which will transfer to Buyers with the Leased Real Property;
(s) copies of all files and records (redacted as required by applicable Law) associated with Transferred Employees; and
(t) all such assets, not including goodwill and other intangible assets associated with the Excluded Products or the Acquired Assets, referred to as the “Assets”).
Appears in 1 contract
Samples: Asset Purchase Agreement (Icad Inc)
Purchase and Sale of the Assets. (a) Upon the terms and subject to the terms and conditions of this AgreementAgreement (including Section 2.12 and Sections 5.08 through Section 5.15), Seller agrees to at the Closing, Deutsche Bank shall, and shall cause the Sellers to, sell, assign, transfer, conveyconvey and deliver, assign or cause to be sold, assigned, transferred, conveyed and deliver delivered, to Buyerthe Purchaser or the relevant Purchasing Subsidiaries, and Buyer agrees to the Purchaser shall, or shall cause the Purchasing Subsidiaries to, purchase from Deutsche Bank and the Sellers, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by Deutsche Bank or the Sellers or to which any of them is directly or indirectly entitled (other than Real Property and Intellectual Property (except as expressly set forth in clause (v) below) and other than any contracts of employment) and, in any case, used primarily in the Business, other than the Shares (which shall be transferred pursuant to Section 2.01), the Excluded Assets and the assets and properties of the DB Entities (all of the foregoing being referred to as the “Purchased Assets”), including, without limitation, the following:
(i) the Business as a going concern;
(ii) the goodwill and other intangible assets of the Business;
(iii) all furniture, fixtures, equipment, machinery and other tangible personal property and other items set forth on Section 2.02(a)(iii) of the Seller Disclosure Schedule (the “Fixed Assets”);
(iv) all books of account, general, financial and personnel records, invoices, supplier lists, correspondence and other documents, records and files and any rights thereto owned, associated with or employed by Deutsche Bank and the Sellers primarily in connection with the Business or necessary to properly administer the Business after the Closing Date other than Tax Returns, Tax invoices, and those records relating solely to Tax (except as provided in Section 7.08(b) hereof);
(v) all of Deutsche Bank’s and the Sellers’ right, title and interest in, to and under the Transferred Intellectual Property and the Transferred IP Licenses, copies and tangible embodiments thereof in whatever form or medium, and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof;
(vi) any and all rights of Deutsche Bank and the Sellers which are transferable and which arise under or pursuant to warranties, representations, indemnifications, reimbursement agreements, letters of credit or guaranties in favor of Deutsche Bank and the Sellers, made by or for the benefit of customers, predecessors in interest, suppliers, vendors, or Affiliates of any of the foregoing, and relating to the Purchased Assets or the Assumed Liabilities with respect to the period following the Closing but excluding any such rights which constitute Excluded Assets;
(vii) lists of (A) Clients and (B) potential clients of the Business (1) to whom the Business is scheduled to make a presentation, or (2) from whom the Business has received and which the Business has responded to, since December 31, 2001, a request for proposal with respect to the services of the Business;
(viii) all other sales-related materials used primarily in the Business;
(ix) any and all rights and interests of Deutsche Bank and the Sellers of every kind and description in connection with any and all Client Contracts other than Excluded Broker-Dealer Facilities;
(x) all rights of Deutsche Bank or the Sellers under all contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all bids and offers primarily related to the Business (the “Assigned Contracts”);
(xi) all rights and interests of Deutsche Bank and the Sellers in all fees and expenses (including Taxes to the extent reflected on the Closing Statement of Net Assets) paid by Deutsche Bank or the Sellers prior to the Closing Date relating to services to be received by the Business following the Closing Date (“Pre-Paid Fees and Expenses”);
(xii) the assets set forth on Section 2.02(a)(xii) of the Seller Disclosure Schedule (the “Other Assets”); and
(xiii) all of Deutsche Bank’s and Sellers’ right, title and interests in the Custodial Assets. Deutsche Bank and the Purchaser acknowledge that it is their mutual intent that the Purchaser or the relevant Purchasing Subsidiary, as appropriate, be validly appointed, and/or succeed Deutsche Bank or the appropriate Seller, as custodian, trustee, fiduciary, custodian agent or successor of Deutsche Bank or the Sellers under as many Client Contracts as possible as of the Closing Date. To the extent the consent or approval of the parties referred to in any Client Contract (other than Deutsche Bank or an Affiliate) or of any Governmental Authority is required to be obtained and has not been obtained as of the Closing Date and that, as a result, it is not possible to complete, as of the Closing Date, the contemplated succession under any such Client Contract, from and after the Closing Date all each such agreement for which consent or approval to assignment has not been obtained or which cannot be novated to the Purchaser or a Purchasing Subsidiary because a required consent or approval of such Seller’s rightparties or of a Governmental Authority has not been obtained or as otherwise provided in the Servicing Agreement, titleshall be subject to the Servicing Agreement (and each such Client Contract shall be identified on Exhibit A thereto) and shall not be assigned or novated until such time as all necessary consents and approvals are obtained or as otherwise provided in the Servicing Agreement; provided, and interest however, that such servicing shall not be deemed to constitute an assignment or novation of any such Client Contract.
(b) Notwithstanding anything in and Section 2.02(a) to all of the contrary, the Purchased Assets shall exclude the following assets (except for and properties owned by Deutsche Bank and 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 Sellers (the “Assumed LeasesExcluded Assets”); ):
(ei) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3as described in Section 2.02(a)(xiii), all cash, cash equivalents and rights thereunder (the “Assumed Contracts”); (f) bank accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); Purchase Price Bank Account;
(gii) securities (excluding the equity securities in Seller); (h) all claims, depositscauses of action or rights of recovery for reimbursement, prepaymentscontribution, refunds, causes indemnity or other similar payment recoverable by Deutsche Bank or the Sellers from or against any third party relating to the conduct of action, choses in action, rights of recovery, the Business prior to the Closing (including (A) rights of set-off, rights to refunds and rights of recoupment; recoupment from or against any such third party and (iB) franchisesrights to insurance proceeds and rights under and pursuant to all warranties, approvalsrepresentations and guarantees made by suppliers of products, permits materials, or equipment, or components thereof);
(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”); (jiii) books, records, ledgers, files, organizational documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, minute 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 stock record books and directoriesthe corporate seal of Deutsche Bank and the Sellers and any copies of any such documents required by law to be retained by Deutsche Bank or the Sellers or any of their respective Affiliates for regulatory compliance purposes and Tax Returns, Seller’s webpage Tax invoices and web address, any records relating solely to Tax (except for those relating to the Excluded Assets or Excluded Liabilities; as otherwise provided in Section 7.08(b) hereof);
(k) cash and cash equivalents, except for the Retained Seller Cash; (liv) all rights 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 Deutsche Bank under this Agreement and the San Man AgreementAncillary Agreements;
(v) all right, title and interest in, to and under the Retained Intellectual Property;
(with vi) all such assets, not including the Excluded Assets, referred to as the “Assets”).Receivables;
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from the operating Assets (defined below) of the Seller, as whether real, personal, tangible or intangible, including, without limitation, the following assets of the Closing Date all Seller relating to or used or useful in the operation of such the Seller’s right, title, and interest in and to 's vacuum service business (the "Business"):
(a) 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) Seller's tangible personal property (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles), except for those including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property");
(b) all of the Seller's inventory relating to or used in the non-Seller portion of the Office Building listed Business, including without limitation, that which is more fully described on Schedule 2.1.1; 1.1(b) hereto (collectively, the "Inventory");
(c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2all of the Seller's intangible assets relating to or used in the Business, and rights thereunder (the “Assumed Leases”); (e) agreementsincluding without limitation, 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) franchisesall of the Seller's rights to the names under which it is incorporated or under which it currently conducts its Business, approvals(ii) all of the Seller's rights to any patents, permits patent applications, trademarks and service marks (including Real Property Permitsregistrations and applications therefor), licenses, orders, registrations, certificates, variancestrade names, and copyrights and written know-how, trade secrets, licenses and sublicenses and all other similar rights obtained from Governmental Authorities, except for those which by Law are not transferable proprietary data and except for those relating to the Excluded Assets goodwill associated therewith (togethercollectively, the “Permits”"Intellectual Property") used or held in connection with the Business, including without limitation, that which is more fully described on Schedule 1.1(c) hereto (the "Seller's Intellectual Property") and (iii) the Seller's phone numbers (other than 800-873-9175); (j) , sales and promotional literature, computer software, books, records, ledgers, files, documents, correspondence, files and data (including customer and supplier lists, customer lists, customer accounts, plats, architectural plans, drawings), and specifications, creative materials, advertising and promotional materials, studies, reports, and all 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 records of the Seller relating to the Excluded Assets or Excluded Liabilitiesthe Business (collectively, the "Intangibles");
(d) those leases, subleases, contracts, contract rights, and agreements of the Seller relating to the Assets or the operation of the Business listed on Schedule 1.1(d) hereto (collectively, the "Contracts");
(e) to the extent assignable under applicable law, all of the permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and other rights of every kind and character, other than the permits listed on Schedule 1.1(e), relating to the BMD Facility (defined below) and the HMD Facility (defined below) (collectively, the "Permits") of the Seller relating principally to all or any of the Assets or to the operation of the Business, including, but not limited to, those that are more fully described on Schedule 1.1(e) hereto (collectively, the "Seller's Permits");
(f) the goodwill and going concern values of the Seller relating to the Business; and
(kg) cash all other or additional privileges, rights, interests, properties and cash equivalentsassets of the Seller of every kind and description and wherever located that are used in the Business or intended for use in the Business in connection with, except or that are necessary for the Retained Seller Cash; (l) all of Seller’s accounts continued conduct of, the Business. The assets purchased and customer lists relevant sold pursuant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG this Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, are collectively referred to herein as the “"Assets”)."
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, Seller agrees the Sellers hereby agree to sell, convey, transfer, convey, assign and deliver to BuyerBuyer all of the assets of the Sellers other than the Excluded Assets (defined below), whether real, personal, tangible or intangible, including, without limitation, the following assets of the Sellers relating to or used or useful in the operation of the Businesses, except for additions or deletions thereto which occur between the date hereof 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: ordinary course of Sellers' businesses and are disclosed to Buyer on or before the Closing Date:
(a) Owned Real Property and Leased Real Property; (b) all tangible personal property of the Sellers (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles), except for those used in including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the non-Seller portion "TANGIBLE PERSONAL PROPERTY");
(b) all of the Office Building listed inventory of Sellers, including without limitation, that which is more fully described on Schedule 2.1.1; 1.1(b) hereto (collectively, the "INVENTORIES");
(c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2all of the Sellers' intangible assets, and rights thereunder (the “Assumed Leases”); (e) agreementsincluding without limitation, 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) franchisesall of the Sellers' rights to the names under which they are incorporated or under which they currently conduct their respective Businesses, approvals(ii) all of the Sellers' rights to any patents, permits patent applications, trademarks and service marks (including Real Property Permitsregistrations and applications therefor), licenses, orders, registrations, certificates, variancestrade names, and copyrights and written know-how, trade secrets, licenses and sublicenses and all other similar rights obtained from Governmental Authorities, except for those which by Law are not transferable proprietary data and except for those relating to the Excluded Assets goodwill associated therewith (togethercollectively, the “Permits”); "INTELLECTUAL PROPERTY") used or held in connection with the Businesses, including without limitation, that which is more fully described on Schedule 1.1(c) hereto (jthe "SELLERS' INTELLECTUAL PROPERTY") and (iii) the Sellers' phone numbers and all of their account ledgers, sales and promotional literature, computer software, books, records, ledgers, files, documents, correspondence, files and data (including customer and supplier lists, customer lists, customer accounts, plats, architectural plans, drawings), and specifications, creative materials, advertising and promotional materials, studies, reports, and all 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 records of the Sellers relating to the Excluded Assets or Excluded Liabilities; the Business (kcollectively, the "INTANGIBLES");
(d) cash those leases, subleases, contracts, contract rights, and cash equivalentsagreements of the Sellers relating to the Assets or the operation of the Businesses specifically listed on Schedule 1.1(d) hereto (collectively, except for the Retained Seller Cash; "CONTRACTS");
(le) all of Seller’s accounts the permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and customer lists relevant other rights of every kind and character (collectively, the "PERMITS") of the Sellers relating principally to all or any of Seller’s sites the Assets or to the operation of the Businesses, including, but not limited to, those that are more fully described on Schedule 1.1(e) hereto (collectively, the "SELLERS' PERMITS");
(f) the goodwill and going concern values of the Sellers relating to the Businesses;
(g) the working capital of the Sellers as described on Schedule 1.1(g); and
(h) all other or additional privileges, rights, interests, properties and assets of the Sellers of every kind and description and wherever located that are used in the Businesses or intended for use in the Businesses in connection with, or that are necessary for the avoidance continued conduct of, the Businesses. The purchased assets shall not include the following (collectively, the "EXCLUDED ASSETS"): (i) all assets in possession of doubtthe Sellers but owned by third parties; (ii) the assets listed on Schedule 1.1(a)-2; (iii) the corporate charter, including all customers relevant related organizational documents and minute books of the Sellers; and (iv) the consideration paid or payable by Buyer to the sites covered by the SRMG Sellers pursuant to Section 1.2 hereof. The assets purchased and sold pursuant to this Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, are collectively referred to herein as the “Assets”)"ASSETS."
Appears in 1 contract
Purchase and Sale of the Assets. Upon (a) On the terms and subject to the terms and conditions of this Agreement, Seller agrees to on the Closing Date (as defined in Section 2.1) the Company shall sell, transfer, convey, assign and deliver to Buyerthe Purchaser or its assignee, and Buyer agrees to the Purchaser shall purchase and acquire from Sellerthe Company, as all of the Closing Date right, title and interest of the Company in and to the assets and rights of the Company constituting the Business, including, without limitation, (i) its good will, corporate name (and any derivatives or combinations thereof) and all other intangible assets; (ii) all accounts receivable of the Company; (iii) all machinery, equipment and other items of personal property owned by the Company; (iv) all rights of the Company in and to trade names, service marks, trademarks, inventions, trade secrets, logos, proprietary processes, computer software and all other information, know-how and intellectual property rights; (v) all rights of the Company in and to insurance and insurance policies; (viii) all books and records of the Company, including a list of customers, the Company’s accounting records, mailing lists and other records and files of or relating to the Purchased Assets; (ix) all of such Sellerthe Company’s right, title, title and interest in and to all of contracts, leases, licenses, commitments and other agreements to which the following assets (except for the Excluded Assets), which are used or employed, in whole Company is a party or in partwhich the Company has rights; (x) all Permits and applications therefor held by the Company to the extent transferable to Purchaser; (xi) all telephone numbers, in e-mail addresses, websites and fax numbers associated with the Business: ; and (axii) 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) all claims, deposits, prepayments, refunds, causes of action, action and choses in action, rights action (all of recovery, rights of set-off, such assets 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, being hereinafter collectively referred to as the “"Purchased Assets”"), free and clear of all Liabilities and Liens, except as expressly assumed by the Purchaser under Section 1.2(a).
(b) Anything contained in Section 1.1 (a) above to the contrary notwithstanding, the Company shall not sell, transfer, convey or assign and the Purchaser shall not purchase (i) cash on hand or on deposit in banking accounts maintained by the Company on the Closing Date, (ii) any real property, leaseholds and other interests in land and buildings owned by Company, (iii) any right to a refund for taxes paid by the Company or the Shareholders in respect of the Business, and (iv) the life insurance, automobiles and those other assets, properties and rights, listed on Schedule 1.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Air Industries Group, Inc.)
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign at and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Closing Date Effective Time, Sellers and Parent shall Transfer to (or cause to be Transferred to) Purchaser, and Purchaser shall purchase and accept from Sellers and Parent, all of such Seller’s the Sellers' and Parent's right, title, title and interest in and to all assets held for use or used in connection with the operation of the following assets Business, free and clear of all Liens or other interests (except for the Permitted Exceptions), other than any Excluded Assets), which are used or employedincluding the following (collectively, in whole or in part, in the Business: "Transferred Assets"):
(a) Owned Real Property the outstanding capital stock (the "Acquired Stock") of DT Assembly & Test Europe GmbH, a company organized under the laws of Germany (the "Acquired Subsidiary"), and Leased Real Property; it is agreed and understood that in connection with Purchaser's purchase of such Acquired Stock, by operation of Law, the Liabilities of the Acquired Subsidiary shall remain Liabilities of the Acquired Subsidiary after the Closing;
(b) tangible personal property the Equipment Leases;
(such as machineryc) the Equipment and Other Personalty;
(d) the Intellectual Property;
(e) all Inventory related to the operation of the Business, equipmentincluding, inventories without limitation, the EarthShell Equipment;
(f) all rights of raw materials the Sellers under the Designated Contracts;
(g) all prepaid expenses, security deposits and suppliesother credits owed to the Sellers from third parties;
(h) originals or copies of all books, manufactured financial and purchased partsother records and information which has been reduced to written, goods recorded or encoded form, in process each case to the extent related to the Business (collectively, the "Books and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, Records");
(i) licenses and dies), except for those permits used in the non-Seller portion operation of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2Business, 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”); extent transferable;
(j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, owned 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; leased Real Property;
(k) cash the assets of the Parent, including, without limitation, software licenses (including Encompix and cash equivalentsMicrosoft), except for computer and related hardware (including servers, work stations, air conditioners, back-up generators and furniture), phone systems hardware and software (including voicemail, phone switch and hand sets), office, audio and video equipment, used in the Retained Seller Cash; operation of the Business;
(l) all Accounts of Seller’s accounts and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant Sellers related to the sites covered by operation of the SRMG Agreement Business; and
(m) all Claims and causes of action of Sellers against third parties to enforce rights under any of the San Man Agreement) (with all such assets, not including the Excluded foregoing categories of Transferred Assets, referred to as the “Assets”).
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Sellerpurchase, 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 those items of tangible personal property listed on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property; ");
(b) tangible personal property (such as machinerySellers' intangible assets required by Buyer to own, equipmentoperate, inventories of raw materials maintain and suppliesuse the Tangible Personal Property, 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 's rights to any patents, copyrights, trademarks, service marks, licenses or sublicenses (collectively, the "Intellectual Property") used or held in connection with the ownership, operation, maintenance and use of the Tangible Personal Property, including those specifically listed on Schedule 1.1(b) hereto (collectively, the "Seller Intellectual Property"), and (iii) all applicable customer and supplier lists relevant of Seller (collectively, the "Intangibles");
(c) those leases, subleases, contracts, contract rights, and agreements relating to the ownership, operation, maintenance or use of the Tangible Personal Property, including those specifically listed on Schedule 1.1(c) hereto (collectively, the "Contracts"); and
(d) all of the Seller’s sites 's permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses and other rights of every kind and character (for collectively, the avoidance "Permits") obtained from governments and governmental agencies relating to the ownership, operation, maintenance or use of doubtthe Tangible Personal Property, including all customers relevant to that which is more fully described on Schedule 1.1(d) attached hereto (collectively, the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”"Seller Permits").
Appears in 1 contract
Purchase and Sale of the Assets. Upon the terms and subject to the terms and conditions of this Agreement, Seller agrees to sellat the Closing, transfer, convey, assign the Sellers shall sell and deliver to Buyerthe Buyer (or its designated subsidiary) all of the Sellers’ rights, title and Buyer agrees interest, direct or indirect, in and to purchase from Sellerall assets, properties and rights of every kind, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), related to, used or held for use in connection with the Business, as the same shall exist on the Closing Date, other than the Excluded Assets, in each case, free and clear of all Encumbrances (collectively, the “Purchased Assets”), including all of the Closing Date all of such Seller’s rightSellers’ rights, title, 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: following:
(a) Owned Real Property and Leased Real Property; the customer contracts specified in Schedule 1.1(a) (“Customer Contracts”);
(b) tangible personal property the vendor and supplier contracts specified in Schedule 1.1(b) (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“Vendor & Supplier Contracts”), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; ;
(c) Intellectual Property; the other contracts specified in Schedule 1.1(c) (the “Other Contracts”);
(d) the real property leases and subleases listed on specified in Schedule 2.1.2, and rights thereunder 1.1(d) (the “Assumed Real Property Leases”); ;
(e) agreementsthe Accounts Receivable of the Business;
(f) all Intellectual Property (and all derivations thereof) used or held for use in the Business, contractsincluding Trademarks, instrumentsknow-how, Encumbrancescomputer data bases, data, software and other proprietary technology, and guaranties Sellers Names;
(g) the customer lists, business records and other than books with respect to the Assumed Leases Business;
(h) the licenses, permits, certificates and other governmental authorizations and approvals specified in Schedule 1.1(h) to the extent transferrable (collectively, the “Licenses and Permits”);
(i) all relationships with the customers of the Business;
(j) all Current Assets;
(k) all credits, prepaid expenses, advance payments, security deposits, escrows, and other prepaid items of the Sellers arising from or related to the Business;
(l) the bank account of the Sellers listed on Schedule 2.1.3, and rights thereunder 1.1(l);
(the “Assumed Contracts”)m) all Form I-9 employment eligibility verification forms of any employee of a Seller; and
(fn) 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 all goodwill relating to the Excluded Purchased 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cross Country Healthcare Inc)
Purchase and Sale of the Assets. Upon On the terms and subject to the terms and conditions of set forth in this Agreement, on the Closing Date Seller agrees to shall sell, assign, transfer, convey, assign convey and deliver to BuyerPurchaser, and Buyer agrees to purchase Purchaser shall purchase, acquire and accept from Seller, free of all liens, claims, and encumbrances, expressly provided otherwise herein, all of the assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller and used in or related to the Business (including indirect and other forms of beneficial ownership) as of the Closing Date all of such Seller’s rightDate, titlewhether tangible, intangible or personal and interest in wherever located and to by whomever possessed, including, without limitation, 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 receivableassets, but excluding the Concrete Visions ReceivableExcluded Assets (collectively, the "Assets"):
(a) all goods,
(b) inventory,
(c) supplies,
(d) customer lists,
(e) all rights existing under those purchase orders to purchase goods or products relating to the Business as listed on the attached Schedule 2.1(e) (collectively, the “Assigned Purchase Orders”); ,
(f) raw materials,
(g) securities (excluding the equity securities in Seller); equipment, including, but not limited to, any books, records and warranties to such equipment
(h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; tools,
(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”); machinery,
(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; parts,
(k) cash components,
(l) computers, computer technology, and software and technology, including proprietary code, accounting and inventory software, data base and historical data base information,
(m) furniture,
(n) fixtures,
(o) accounts, including the operating Business bank accounts,
(p) accounts receivable as listed in Schedule 3.10.,
(q) instruments,
(r) notes receivable,
(s) insurance policies, insurance proceeds,
(t) cash, cash equivalents, except for the Retained Seller Cash; funds on deposit, security deposits, documents of title,
(lu) all of Seller’s accounts and customer lists relevant to all of Seller’s sites leasehold interests, leasehold improvements,
(for the avoidance of doubtv) Intellectual Property, including all customers relevant technical information necessary to operate the Business and manufacture the products, including but not limited to designs, bills of materials, fabrication prints, assembly prints, work instructions, inspection reports and procedures, equipment manuals and similar documentation,
(w) Contract rights,
(x) Contracts,
(y) Working Capital of no less than $1,068,000 as of the Effective Date,
(z) Permits,
(aa) records and books, including, without limitation, sales and property tax records and returns, sales records, employee personnel files or copies, documents and records related to the sites covered by the SRMG Agreement Software and the San Man AgreementEquipment, supplier data and customer data, but excluding tax records and returns, accounting and financial records, and corporate minute book and stock records of Seller, (bb) telephone, facsimile numbers, and websites,
(with all such assetscc) Business Information,
(dd) All revenue and results of operations from the Ordinary Course of Business from and after the Effective Date,
(ee) trade names, not including the Excluded Assetsname "Xxxx Optical Industries" and all variations or derivatives thereof, referred to as the “Assets”)and (ff) goodwill.
Appears in 1 contract
Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.)
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, Seller agrees the Sellers hereby agree to sell, convey, 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 assets of the Sellers existing on the date hereof other than the Excluded Assets (defined below), whether real, personal, tangible or intangible, including, without limitation, the following assets (except for of the Excluded Assets), which are Sellers relating to or used or employed, in whole or in part, useful in the Business: operation of the businesses as conducted by the Sellers on and before the date hereof (the "Businesses") (all such assets being sold hereunder are referred to collectively herein as the "Assets"):
(a) Owned Real Property and Leased Real Property; (b) all tangible personal property of the Sellers (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles), except for those used including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property");
(b) all of the Sellers' inventory, including without limitation, that which is more fully described on Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the non-Seller portion ordinary course of business since the Office Building listed on Schedule 2.1.1; Balance Sheet Date (as defined in Section 2.1.4 hereof);
(c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2all of the Sellers' intangible assets, and rights thereunder (the “Assumed Leases”); (e) agreementsincluding without limitation, 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) franchisesall of the Sellers' rights to the names under which they are incorporated or under which they currently do business, approvals(ii) all of the Sellers' rights to any patents, permits patent applications, trademarks and service marks (including Real Property Permitsregistrations and applications therefor), licenses, orders, registrations, certificates, variancestrade names, and copyrights and written know-how, trade secrets, licenses and sublicenses and all other similar rights obtained from Governmental Authorities, except for those which by Law are not transferable proprietary data and except for those relating to the Excluded Assets goodwill associated therewith (togethercollectively, the “Permits”); "Intellectual Property") used or held in connection with the Businesses, including without limitation, that which is more fully described on Schedule 1.1(c) hereto (jthe "Seller Intellectual Property") and (iii) the Sellers' phone numbers and all of their account ledgers, sales and promotional literature, computer software, books, records, ledgers, files, documents, correspondence, files and data (including customer and supplier lists, customer lists, customer accounts, plats, architectural plans, drawings), and specifications, creative materials, advertising and promotional materials, studies, reports, and all 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 records of the Sellers relating to the Excluded Assets or Excluded Liabilities; the Businesses, excluding the corporate minute books of the Sellers (kcollectively, the "Intangibles");
(d) cash those leases, subleases, contracts, contract rights, 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 agreements relating to the sites covered by Assets or the SRMG Agreement and operation of the San Man Agreement) (with all such assetsBusinesses, not including the Excluded Assets, referred to as the “Assets”).specifically listed on Schedule 1.1
Appears in 1 contract
Purchase and Sale of the Assets. Upon the terms and subject to the terms conditions set forth herein, and conditions in reliance on the respective representations and warranties of this Agreementthe parties, Seller agrees to sell, transfer, conveyassign, assign and deliver to BuyerPurchaser, and Buyer Purchaser agrees to purchase from Seller, as of the Closing Date all of such Seller’s 's right, title, and interest in and to all those assets, rights, and properties of Seller of every kind, character, and description, whether tangible, intangible, real, personal, or mixed and wherever located, relating to or used directly or indirectly in the operation of Seller's Business, including, without limitation, the following assets used directly or indirectly in the operations of the Business (hereinafter, the "Acquired Assets"):
(a) All of the assets reflected on the Closing Balance Sheet of Seller and all assets subsequently acquired, except for the Excluded Assets), which are used or employed, in whole or in part, Assets reflected thereon and those assets disposed of in the Business: ordinary course of business consistent with the past practices and this Agreement. Schedule 2.1(a) sets forth the March 31, 1997 Balance Sheet of Seller (a) Owned Real Property and Leased Real Property; "March 1997 Balance Sheet");
(b) tangible personal property The trade accounts and other receivables specified in Schedule 2.1(b) hereto;
(such as machineryc) The furniture, improvements, fixtures, equipment, inventories of raw materials and supplies, manufactured tools for maintenance and purchased partsrepair, goods in process and finished other goods, furnitureand all other appurtenances in and to the premises, office equipmentas specified hereto, systemsincluding but not limited to, automobilescomputer hardware and software, trucksperipherals, tractors, trailers, tools, jigscommunication products and accessories, and dies)all other supplies and materials, except for those as specified in Schedule 2.1(c) hereto;
(d) Seller's interests, claims and rights, including all deposits, under certain leases, as specified in Schedule 2.1(d) hereto;
(e) The motor vehicles used in the non-Seller portion operation of the Office Building listed on Business, including but not limited to, any automobiles and trucks, as specified in Schedule 2.1.1; 2.1(e) hereto;
(cf) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2All title, claims, and rights thereunder (the “Assumed Leases”); (e) agreementsunder Contracts, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accountsOffers, 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 evidences of action, choses in action, rights of recovery, rights of set-offindebtedness, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, purchase and sale 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”); (jas specified in Schedule 2.1(f) 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).hereto;
Appears in 1 contract
Purchase and Sale of the Assets. Upon the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller agrees to shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, and Buyer agrees to shall purchase and acquire from Seller, as free and clear of the Closing Date any Liens other than Permitted Liens, all of such Seller’s 's right, title, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, relating to or used or held in connection with the conduct of the VMAF Business, including the following assets (except for but excluding the Excluded Assets), which are used or employed, in whole or in part, in the Business: ):
(a) Owned Real Property and all Leased Real Property; , including the Leased Real Property described in Schedule 3.11;
(b) tangible personal property (such as machineryall Tangible Personal Property, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods including those items described in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and diesSchedule 2.1(b), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; ;
(c) all of the intangible rights and property of Seller, including all Intellectual Property; Property Assets, web sites, going concern value, goodwill, telephone and telecopy numbers and listings, and e-mail addresses and listings and those items listed in Schedule 3.10(a);
(d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); all Inventories;
(e) agreements, contracts, instruments, Encumbrances, and guaranties other than all Accounts Receivable including the Assumed Leases Accounts Receivable listed on in Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); 3.8;
(f) accountsall cash, notes, cash equivalents and other receivables short-term investments of Seller (including regardless of whether associated with the approximate $982,000 income tax receivable, but excluding the Concrete Visions ReceivableVMAF Business); ;
(g) securities all VMAF Contracts, including those listed in Schedule 3.7(a) (excluding which, for the equity securities in Selleravoidance of doubt, shall include the General Motors Contract, and all outstanding offers or solicitations made by or to Seller to enter into any Contract (the "Transferred Contracts"); ;
(h) claimsall Governmental Authorizations and all pending applications therefor or renewals thereof, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; each case to the extent transferable to Buyer;
(i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, all data and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating Records related to the Excluded Assets (togetheroperations of Seller, the “Permits”); (j) booksincluding client and customer lists and Records, recordsreferral sources, ledgersresearch and development reports and Records, filesproduction reports and Records, documentsservice and warranty Records, correspondenceequipment logs, listsoperating guides and manuals, customer lists, customer accounts, plats, architectural plans, drawings, financial and specificationsaccounting Records, creative materials, advertising and materials, promotional materials, studies, reports, correspondence and other printed similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(e);
(j) all insurance benefits, including rights and proceeds, arising from 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 Purchased Assets or Excluded Liabilities; the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(k) cash and cash equivalentsall claims of Seller against third parties relating to the Purchased Assets, except for the Retained Seller Cashwhether xxxxxx or inchoate, known or unknown, contingent, or noncontingent, including all such claims listed in Schedule 2.1(k); and
(l) all rights of Seller’s accounts Seller relating to deposits and customer lists relevant prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(c) and that are not excluded under Section 2.2. All of the property and assets to be transferred to Buyer hereunder (including all of Seller’s sites (for the avoidance Transferred Productive Concepts Assets transferred after the date hereof) are referred to collectively within this Agreement as the "Purchased Assets." Notwithstanding the foregoing, the transfer of doubt, including all customers relevant the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred Purchased Assets unless Buyer expressly assumes that Liability pursuant to as the “Assets”Section 2.4(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Fuel Systems Solutions, Inc.)
Purchase and Sale of the Assets. Upon and subject 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, convey----------- assign, assign and deliver to BuyerPurchaser or the Purchaser Affiliates, and Buyer Purchaser agrees to purchase purchase, or cause to be purchased, from SellerPD, as of the Closing Date all of such Seller’s PD's right, title, and interest in and to all those assets, rights, and properties of the following assets (except for the Excluded Assets)PD of every kind, which are character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, relating exclusively to or used or employed, in whole or in part, directly and exclusively in the Business: Contact Lens Products Business as conducted by PD, as specified below, if any (the "Acquired Assets"):
(a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as The furniture, machinery, equipment, inventories of raw materials and supplies, manufactured tools for maintenance and purchased parts, goods in process and finished goods, furniturerepair or otherwise, office equipment, systemsother 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, truckstrucks and other rolling stock, tractorsused directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD;
(d) All of PD's title, trailers, tools, jigsclaims, and dies)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 non-Seller portion operation of the Office Building listed on Schedule 2.1.1; Contact Lens Products Business as conducted by PD;
(cf) All Intellectual Property; Property (das defined in Section 2.16 hereof) leases and subleases listed on Schedule 2.1.2------------ government approvals and permits issued to, or owned or used by, PD, and any other rights to use such assets relating exclusively to or used directly and exclusively in the operation of the Contact Lens Products Business as conducted by PD including the right to xxx for past infringement;
(g) Except as provided in Section 6.9 hereof, all royalty rights, ----------- security deposits, and rights thereunder (and claims to refunds and adjustments of any kind relating exclusively to or arising exclusively out of the “Assumed Leases”); (e) agreementsoperation by PD of the Contact Lens Products Business, contracts, instruments, Encumbrances, and guaranties other than any thereof included in 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); Excluded Assets;
(h) claimsAll government licenses, depositsfranchises, prepaymentscertificates, refundsorders, causes of actionapprovals, choses in action, rights of recovery, rights of set-offregistrations, and rights permits used exclusively in the operation of recoupment; the Contact Lens Products Business as conducted by PD to the extent transfer is permitted by applicable law;
(i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar All rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those of PD under express or implied warranties relating exclusively to the Excluded Assets (together, the “Permits”); Contact Lens Products Business as conducted by PD;
(j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, All accounts and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed notes receivable that relate exclusively 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 directly to the Excluded Assets or Excluded Liabilities; Contact Lens Products Business as conducted by PD;
(k) cash All prepayments and cash equivalents, except for prepaid expenses to the Retained Seller Cashextent WJ or the Purchaser Affiliates receive a benefit after Closing; and
(l) all Any additional items of Seller’s accounts tangible or intangible property used or owned by PD which are not included above and customer lists relevant which relate exclusively to all or are used directly and exclusively in the operation of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered Contact Lens Products Business as conducted by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)PD.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wesley Jessen Holding Inc)
Purchase and Sale of the Assets. Upon and subject (a) Subject to the terms and conditions of this AgreementAgreement and on the basis of the representations, Seller agrees to warranties, covenants and agreements herein contained, at the Closing, each of the Companies shall sell, transferassign, convey, assign convey and deliver to Buyerthe Purchaser free and clear of any and all Liens (except for Permitted Liens), and Buyer agrees to purchase the Purchaser shall purchase, acquire and accept from Seller, as each of the Closing Date Companies, all of such Seller’s each of the Companies' right, title, title and interest in and to all of the following assets (except for Business and all of each of the Companies' 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 either of the Companies, whether or not used or useful in or related to the Business, other than the Excluded Assets), which Business, assets, rights and properties (collectively, the "Assets") shall include, without limitation, all of the following, except to the extent that any of the following are used Excluded Assets:
(i) all assets shown or employed, in whole or in part, in reflected on 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)1997 Balance Sheet, except for those used changes made therein in the nonordinary course of business since the 1997 Balance Sheet Date and as otherwise permitted by the terms hereof;
(iii) all work-Seller portion in-process, finished goods and other inventory whether on hand, on order, in transit or other basis (collectively, "Inventory") of each 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 Companies (including without limitation, the approximate $982,000 income tax receivable, but excluding Inventory located in 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 PermitsWarehouse), 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 (togetherincluding without limitation, the “Permits”); Inventory shown or reflected on the 1997 Balance Sheet and the Inventory acquired or created by each of the Companies from the 1997 Balance Sheet Date through the Closing Date, excluding only such Inventory as shall have been sold by each of the Companies from the 1997 Balance Sheet Date through the Closing Date;
(jiv) booksany and all tradenames, recordstradename rights, ledgerstrademarks, filestrademark rights, documentspatents, correspondencepatent rights, copyrights, copyright rights, service marks, service mark xxxhts, trade secrets, trade secret rights, intellectual property, intellectual property rights, confidential information, mailing lists, customer lists, customer accountssupplier lists, platsmarket studies, architectural planstraining and equipment manuals, drawingstrade dress, designs, patterns, technology, know-how, processes, business opportunities and businesses, projects and products (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, applications relating to any of the foregoing and claims for infringement of or interference with any of the foregoing) and other proprietary information owned or used by each of the Companies, in any case whether domestic or foreign, registered or common law, including without limitation, but subject to Section 1.01(b)(iii), the names and/or trademarks "Jeri-Xx," "Currants," "Jamix Xxxxx," "Energie," "Energie bi Currants," "Cotton Spirit" and "Arendine", and specificationsthe goodwill associated therewith and all variations, creative materials, advertising simulations 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).derivations thereof;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Norton McNaughton Inc)
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of this Agreement, Seller agrees to at the Closing (as defined in Section 1.9), Sellers shall sell, transfer, convey, assign and deliver transfer, free and clear of all liens, mortgages, security interests, charges and encumbrances, to Buyer, and Buyer agrees to purchase from Sellershall purchase, as of the Closing Date all of such Seller’s Sellers' right, title, title and interest in and to all of the following assets and properties used directly and exclusively by the Division (except for the Excluded Assets), which are used or employed, in whole or in part, as defined below) in the design, development and production of vaccines (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 the assets specified in Section 1.2 hereto, together with the Sellers' right to perform the Business. Such assets, properties and business are hereinafter referred to as the "Assets." The Assets include, without limitation, all of Sellers' right, title and interest in the following:
(a) All tangible personal property and fixtures of Sellers' division known as DynCorp Biomedical Services Laboratory (the "Division") located at any of (i) the Division's office and laboratory facilities at One Xxxx Xxxxx, Rockville, Maryland; (ii) repository facilities operated by McKesson BioServices; and (iii) the Division's off-site storage facility.
(b) All of the Division's intangible personal property, including (i) the name "Biomedical Services Laboratory" and the goodwill of the Business conducted therewith or symbolized thereby; (ii) all copyrights, patents, patent applications, processes, formulae, scientific and/or technical information, trade secrets, licenses, franchises, customer lists, supplier lists, plans, reports, samples, prototypes, know-how, all items in application, development or other pending status and all similar items which are used in the non-Seller portion conduct of the Office Building Business, including without limitation the Intellectual Property described on Schedule 2.7 hereto, (iii) all rights, subject to related obligations to perform, pursuant to research contracts, distributorship agreements, interinstitutional research and development agreements, sales contracts, purchase orders, employee agreements, employee proprietary agreements, repository service contracts and all other contracts, including without limitation those contracts and agreements listed on Schedule 2.1.12.8 hereto, (iv) all rights (as lessor or lessee) under leases of real and personal property, (v) all computer programs and source disks, program documentation, tapes, manuals, forms, guides and other materials with respect thereto, and (vi) all federal, state, local or foreign governmental or regulatory permits, licenses, approvals and franchises issued to or received by the Division in connection with the operation of the Business or ownership of the Assets; and
(c) Intellectual Property; All inventories of the Division, including, without limitation, inventories of vaccines, chemicals, supplies and general merchandise of any kind;
(d) leases All books and subleases listed on Schedule 2.1.2records relating to the operation of the Division that are located in Rockville, Maryland and rights thereunder (copies of all books and records relating to the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than operation of 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 receivableDivision which are located elsewhere, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes original corporate minute book 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 Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)Sellers wherever located.
Appears in 1 contract
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to substantially all of the assets of Seller existing on the date hereof other than the Excluded Assets (defined below), whether real, personal, tangible, or intangible, including the following assets (except for the Excluded Assets), which are of Seller relating to or used or employed, in whole or in part, useful in the Business: operation of the business of Seller as conducted by Seller on and before the date hereof (the ABusiness@) (all such assets being sold hereunder are referred to collectively herein as the AAssets@):
(a) Owned Real Property and Leased Real Property; (b) the tangible personal property of Seller (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles) which is more fully described on Schedule 1.1
(a) hereto (collectively, the ATangible Personal Property@);
(b) certain of Seller=s intangible assets (collectively, the AIntangibles@), except for including (I) all of Seller=s rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller=s rights to any patents, copyrights, trademarks, service marks, licenses or sublicenses, trade names, written know-how, trade secrets and all other similar proprietary data and the goodwill associated therewith (collectively, the AIntellectual Property@) used or held in connection with the business, including those used in the non-Seller portion of the Office Building specifically listed on Schedule 2.1.11.1(c) hereto (collectively, the ASeller Intellectual Property@), and (iii) all of Seller=s rights in its sales and promotional literature, computer software, customer and supplier lists; (c) Intellectual Property; those leases, subleases, contracts, contract rights, and agreements, (collectively, the AContracts@) relating to the operation of the Business, specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred AContracts@);
(d) leases to the extent transferrable, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses and subleases listed other rights of every kind and character (collectively, the APermits@) of Seller obtained from governments and governmental agencies relating to including, without limitation, that which is more fully described on Schedule 2.1.21.1(e) hereto (collectively, the ASeller Permits@); and,
(e) the goodwill and rights thereunder going concern value of the Business. The Assets shall not include the following (collectively, the “Assumed Leases”AExcluded Assets@); (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; (lI) all of Seller’s =s accounts receivable and customer lists relevant all other rights of Seller to payment for services rendered by Seller before the date hereof (the ASeller Receivables@); (ii) all cash accounts, cash equivalents or similar investments of Seller and all xxxxx cash of Seller kept on hand for use in the Business; (iii) all right, title and interest of Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller’s sites ; (for v) all assets in possession of Seller but owned by third parties; (vi) all rights under the avoidance Contracts of doubtSeller not specifically assigned to Buyer hereunder; and (viii) Seller=s right, including all customers relevant title and interest in and to this Agreement; (ix) the right to prosecute and collect claims relating to business of Seller prior to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”)date hereof.
Appears in 1 contract
Purchase and Sale of the Assets. Upon At Closing (hereinafter defined), Quincy shall sell and subject assign to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to BuyerModern Sales, and Buyer agrees Modern Sales shall purchase and acquire from Quincy, free and clear of all liens, encumbrances and charges of any kind, all assets (but not any assets which are rejected as substandard by Modern Sales or which are expressly excluded by Paragraph 5(d)) owned by Quincy, of every kind and description, wherever located and whether or not reflected upon Quincy's books and records, which are currently owned and used by Quincy to purchase from Sellerhandle, as clean, grade, pack, market and/or sell mushrooms at Quincy Farms (collectively, the "Assets") and which consist of the following:
(i) all tangible personal property, including all machinery, equipment, devices, vehicles, forklifts, and other material handling apparatuses, all as more fully described by item, quantity and location on Schedule 5(a)(i) (collectively, the "Production Equipment"). The Production Equipment shall include all spare parts, inventories, tools, supplies and maintenance equipment related thereto, together with all assignable manufacturer's warranties thereon;
(ii) all furniture, furnishings, computers and related software, telephone and office equipment, all as more fully described by item, quantity and location on Schedule 5(a)(ii) (collectively, the "Office Equipment");
(iii) all remaining inventories (on the Closing Date Date) of consumable packaging materials, including plastic and cellophane shrink wrap, containers, boxes, cartons, product labels, insulating cardboard and the like ("Inventories"), all as are more fully described by item, quantity and location on Schedule 5(a)(iii), all of such Seller’s which Inventories meet applicable regulatory and industry standards;
(iv) all right, title, title and interest in and to all supplier agreements in respect of Quincy's mushroom processing and packaging operation and all contracts, commitments and agreements to sell mushrooms after the following assets Closing Date, if any, described on Schedule 5(a)(iv) (except for the Excluded Assets"Contracts");
(v) all Customer (hereinafter defined) and trade deposits, if any, described on Schedule 5(a)(v) ("Deposits");
(vi) all books and records and customer files and correspondence relating to sales of fresh and canned mushrooms ("Books and Records"), which the customer list and the exclusive right to service all of Quincy's past and present fresh and canned mushroom customers and prospects (all such mushroom customers 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; 5(a)(vi)) (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2collectively, the "Customers"), and rights thereunder (the “Assumed Leases”); (e) agreementsall records with respect to mushroom sales, 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, mailing lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studieslabel artwork, reportspersonnel records and mushroom sales telephone numbers. Quincy and Modern Sales mutually recognize that certain of such Books and Records are co-mingled with books and records of Quincy that do not relate to the Business, and other printed or written materials, telephone and telefax numberscannot be readily separated out. Accordingly, all listings in all telephone books such Books and directoriesRecords (whether separable or co-mingled) will be preserved, Seller’s webpage held and web addressmaintained by Quincy at Quincy Farms, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash a minimum of two years, and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts and customer lists relevant Modern Sales will be given reasonable access to all of Seller’s sites (for the avoidance of doubtsuch Books and Records, including all customers relevant to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).will be provided
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Samples: Distribution Agreement (Sylvan Inc)
Purchase and Sale of the Assets. Upon and subject Subject to the terms and conditions of set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to substantially all of the assets of Seller used or useful in the Workover Rig Service existing on the date hereof, whether personal, tangible, or intangible, including the following assets (except for the Excluded Assets), which are of Seller relating to or used or employed, in whole or in part, useful in the operation of the Workover Rig Service Business of Seller as conducted by Seller on and before the date hereof (the "Business: ") (all such assets being sold hereunder are referred to collectively herein as the "Assets"):
(a) Owned Real Property and Leased Real Property; (b) the tangible personal property of Selle used or useful in performing Workover Rig Sevicer (such as machinery, equipment, inventories of raw materials leasehold improvements, furniture and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigsfixtures, and diesvehicles) which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property");
(b) certain of Seller's intangible assets (collectively, the "Intangibles"), 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 's rights to any patents, copyrights, trademarks, service marks, licenses or sublicenses, trade names, written know-how, trade secrets and customer lists relevant to all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the Workover Rig Service, including those specifically listed on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), and (ii) all of Seller’s sites 's rights in its sales and promotional literature, computer software, customer and supplier list in connection with Sellers Workover Rig Service Business
(for c) those leases, subleases, contracts, contract rights, and agreements, (collectively, the avoidance of doubt, including all customers relevant "Contracts") relating to the sites covered by operation of the SRMG Agreement Workover Rig Service Business, specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts");
(d) to the extent transferrable, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses and other rights of every kind and character (collectively, the San Man Agreement"Permits") of Seller obtained from governments and governmental agencies relating to including, without limitation, that which is more fully described on Schedule 1.1(e) hereto (with all such assetscollectively, the "Seller Permits"); and,
(e) the goodwill and going concern value of the Workover Rig Service Business. The Assets shall not including include the following (collectively, the "Excluded Assets"); (I) all of Seller's accounts receivable and all other rights of Seller to payment for services rendered by Seller prior to midnight of the date hereof (the "Seller Receivables"); (ii) all cash accounts, referred cash equivalents or similar investments of Seller and all xxxxx cash of Seller kept on hand for use in the Workover Rig Service Business; (iii) all right, title and interest of Seller in and to as all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the “Assets”)Assets of the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of Seller but owned by third parties; (vi) all rights under the Contracts of Seller not specifically assigned to Buyer hereunder; and (viii) Seller's right, title and interest in and to this Agreement; (ix) the right to prosecute and collect claims relating to Workover Rig Service business of Seller prior to the date hereof.
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