Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:
(a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon;
(b) all rights under the Leases with respect to the Leased Real Property;
(i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c);
(d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”);
(e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”);
(f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties;
(g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business;
...
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights:
(a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date;
(b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date;
(c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c);
(d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”);
(e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date;
(f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f);
(g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g);
(h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date;
(i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Pu...
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall, or shall cause its relevant Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear from all Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase, acquire and accept from Seller, and such Affiliates of Seller, all right, title and interest of Seller and such Affiliates in and to the Purchased Assets.
Purchase and Sale of the Purchased Assets. Section 2.1 Purchase and Sale 10 Section 2.2 Purchase Price 11 Section 2.3 No Assumed Obligations 12 Section 2.4 Excluded Assets 12 Section 3.1 Organization 12 Section 3.2 No Conflicts 12 Section 3.3 Authorization 13 Section 3.4 Ownership 13 Section 3.5 Governmental and Third Party Authorizations 14 Section 3.6 No Litigation 14 Section 3.7 Solvency 14 Section 3.8 Tax Matters 15 Section 3.9 No Brokers’ Fees 15 Section 3.10 Employee Benefit Matters 15 Section 3.11 Compliance with Laws 15 Section 3.12 Licensed Products 16 Section 3.13 Regulatory Approval 16 Section 3.14 Counterparty Agreement 17 Section 3.15 First Agreement and Second Agreement 19 Section 3.16 UCC Matters 20 Section 3.17 Margin Stock 20 Section 3.18 Investment Company Act 20 Section 4.1 Organization 20 Section 4.2 No Conflicts 21 Section 4.3 Authorization 21 Section 4.4 Governmental and Third Party Authorizations 21 Section 4.5 No Litigation 21 Section 4.6 Access to Information 22 Section 4.7 No Competitor 22 Section 4.8 UCC Matters 22
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7, at the Closing, Seller shall sell, assign, transfer, convey and deliver, and cause each of its respective Asset Selling Affiliates, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates), and Purchaser shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, from Seller, or the applicable Asset Selling Affiliate, all of the right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all assets, properties, rights, Contracts and claims of Seller and the Asset Selling Affiliates, wherever located, whether tangible or intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens):
(a) (i) the Owned Real Property and (ii) the Real Property Leases;
(b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Business, including, without limitation, the items set forth on Schedule 1.2(b) (the “Purchased Equipment”);
(c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business (the “Purchased Inventory”);
(d) all trade accounts and other receivables and rights to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the Business;
(e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”);
(f) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”...
Purchase and Sale of the Purchased Assets. As of the Closing Date, and on the terms and subject to the fulfillment of the conditions of this Agreement, the Seller agrees to sell, assign and transfer all rights, title and interest in and to certain tangible and intangible assets of the Seller to the Purchaser, and the Purchaser agrees to purchase from the Seller the Purchased Assets, free and clear of all Encumbrances. The Purchased Assets consist of: (a) all of the Seller’s rights and remedies, as of and from the Closing Date, concerning each Medical Billing Agreement; (b) all goodwill of Seller (100% of the Purchase Price shall be allocated to intangible assets and goodwill) related to the Medical Billing Agreements and other Purchased Assets; (c) all software programs and/or applications owned by Seller (including any associated licenses which are assignable); (d) any other assets that are owned by Seller that are needed for the conduct of the business of the Seller, provided that the Purchased Assets shall not include any Excluded Assets; and (e) all Intellectual Property of Seller, including such right, title and interest in and to the name “Renaissance Medical Billing, LLC” as Seller possess.
Purchase and Sale of the Purchased Assets. Section 2.1 Purchase and Sale 9 Section 2.2 Entitlement to Payments 10 Section 2.3 Purchase Price 10 Section 2.4 No Assumed Obligations 11 Section 2.5 Excluded Assets 11 Section 3.1 Organization 11 Section 3.2 No Subsidiaries 11 Section 3.3 Seller Authorization 11 Section 3.4 Governmental and Third Party Authorizations 12 Section 3.5 Ownership 12 Section 3.6 Solvency 12 Section 3.7 No Litigation 13 Section 3.8 Compliance with Laws 13 Section 3.9 No Conflicts 13 Section 3.10 Intellectual Property Rights 14 Section 3.11 Regulatory Approval, Manufacturing and Marketing 15 Section 3.12 No Subordination 15 Section 3.13 Counterparty Agreements. 15 Section 3.14 Set-off and Other Sources of Royalty Reduction 16 Section 3.15 UCC Matters 17 Section 3.16 Tax Matters 17 Section 3.17 Margin Stock 17
Purchase and Sale of the Purchased Assets. At the Closing, the Sellers shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser all of the assets set forth on Schedule I (the “Purchased Assets”). The purchase and sale of the Subject Shares and the Purchased Assets and the assumption and transfer of the Assumed Liabilities is referred to in this Agreement as the “Acquisition”. For the avoidance of doubt, the Subject Shares do not constitute Purchased Assets. Accordingly, Section 1.04 and 1.05 are not applicable to the Subject Shares.
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer or cause to be sold, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens, subject to Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets and properties of Seller, or otherwise used in the Business and owned by Seller of every kind, character and description, tangible or intangible, real, personal or mixed, and wherever located (other than the Excluded Assets), including but not limited to those listed on Section 1.1 of the Seller Disclosure Schedule (collectively, the “Purchased Assets”).
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Purchaser will acquire, purchase and accept from Seller Group, and Seller Group will sell, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances) for the consideration specified in Section 1.5 and otherwise set forth herein, all of Seller Group’s right, title and interest, in, to and under the Purchased Assets.
