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

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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

Appears in 4 contracts

Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Smith a O Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Asset Purchase Agreement, Buyer agrees to purchase from at the Closing, Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, deliver to Buyer at or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than ten (10) Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase, acquire and accept from Seller, free and clear of any Liens other than except for 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 entire right, title and interest of Seller and the Retained Subsidiaries in, to and under all of (i) the following tangible assets and properties located at the Facility, including the tangible assets and properties set forth below, and (ii) the intangible assets, properties and rights specifically listed below, in each case other than the Excluded Assets (the “Purchased Assets:”): (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereonFacility; (b) all rights under the Leases with respect to the Leased Real PropertyEquipment Part Inventory, including those listed on Schedule 2.1(b); (ic) all tangible personal property and interests thereinOperational Inventory, 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(c2.1(c); (d) all raw materialsEquipment, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”including those listed on Schedule 2.1(d); (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 on Schedule 2.02(e2.1(e) (the “Purchased Assigned Contracts”); (f) all rights, Business Authorizations listed on Schedule 2.1(f); (g) all Books and Records; (h) all claims, credits, causes of action or action, choses in action, rights of set-off against third parties recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, to the extent exclusively arising from or relating to or arising from the other 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights insurance benefits, including rights and proceeds, to the extent exclusively arising from or relating to the other than Business Intellectual Property Rights owned by Purchased Assets or the Purchased SubsidiariesAssumed Liabilities; (j) all Permits that are necessary prepaid expenses to the operation extent exclusively related to the Purchased Assets; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with Seller for the Businessperformance of an Assigned Contract; and (kl) Business Records relating primarily to the Businessassets, properties and rights specifically set forth on Schedule 2.1(l).

Appears in 3 contracts

Samples: Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (Integrated Device Technology Inc), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

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, 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 Liens, other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under all of the assets, rights, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butas the same shall exist on the Closing Date, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including . The Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsthat are owned, held or used primarily in the conduct of the Business: (a) the Owned Real Property, together with Property and the Leased Real Property (including all buildings, fixtures and improvements erected Leasehold Improvements thereon) listed in Section 3.13 of the Disclosure Schedule; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, therein (including machinery, equipment, furniture, office equipment, communications equipment, furnishings and vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at (i) the Owned Real Property and held for use primarily Leased Real Property described in the conduct of the Business and clause (a) above or (ii) those assets that portion of Seller related primarily to any facility used by the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)other than such Owned Real Property or Leased Real Property; (dc) all raw materials, work-in-process, finished goods, supplies supplies, spare parts, packaging and other inventories used inventories, except for work-in-process and finished goods produced by any Retained Business for which the Business has not yet taken ownership in accordance with the commercial arrangements relating thereto, but including work-in-process and finished goods produced by the Business for which the Retained Businesses have not yet taken ownership in accordance with the commercial arrangements relating thereto; (d) all rights (including rights in respect of non-performance or held for use primarily breach) under all contracts, agreements, leases, licenses (excluding Portfolio Cross-Licenses), commitments, sales and purchase orders and other instruments, including all contracts listed in the conduct Section 3.10 of the Business Disclosure Schedule (collectively, the “InventoryContracts”), including the capital lease relating to the Attleboro, Massachusetts facility; (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 receivables; (collectively, the “Accounts Receivable”f) to the extent arising out all prepaid assets; (g) all of the BusinessShares; (h) all prepaid assets to the extent arising out of the BusinessBusiness Intellectual Property Rights; (i) all Business Intellectual Property Rights licenses, permits, qualifications or other than Business Intellectual Property Rights owned by governmental authorizations transferable without consent of any Governmental Authority and such other licenses, permits, qualifications, or other governmental authorizations for which consent to transfer is obtained on or prior to (or, pursuant to Section 2.07, after) the Purchased SubsidiariesClosing Date; (j) all Permits that are necessary books, records, files and papers, whether in hard copy or computer format, including any information relating to any Tax imposed on the operation of the BusinessPurchased Assets or a Purchased Subsidiary; (k) sales and promotional literature, customer lists, and other sales and marketing-related materials; and (kl) Business Records relating primarily to the Businessall claims, causes of action, judgments, reimbursements and demands.

Appears in 3 contracts

Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holland, B.V.), Asset and Stock Purchase Agreement (Texas Instruments Inc)

Purchase and Sale of the Purchased Assets. Except Subject to Section 3.06(a) or as otherwise expressly provided belowherein, 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 agrees to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, deliver to Buyer at the Initial Closing, free and clear of any all Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under (including indirect and other forms of beneficial ownership) the assets, properties and business, of every kind and description, owned, used or held for use primarily in following assets related to the conduct Business (as conducted as of the Business Initial Closing Date) owned by Seller or any of and the Retained Subsidiaries Subsidiaries, all as the same shall exist on the Initial Closing Date (butcollectively, 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) all Business Records and all employee records and files relating to the Owned Real Business Employees, to the extent the transfer of such employee records and files is not prohibited by applicable Law; (b) the Transferred Business Intellectual Property, together with all buildings, fixtures and improvements erected thereontangible embodiments thereof (other than any such embodiments that incorporate any Retained Business Intellectual Property or other Intellectual Property Rights owned by Seller or its Subsidiaries as of the Initial Closing Date); (bc) all rights under Permits used or held for exclusive use of the Leases with respect Business, but only 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)extent such Permits may be transferred under applicable Law; (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”);Working Capital Assets; and (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, counterclaims, credits, causes of action or rights of set-off against third parties in favor of Seller to the extent relating exclusively to or arising exclusively from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under guarantees, indemnities, manufacturers’ and vendors’ warranties; (g) all trade accounts receivable , and other receivables (collectively, the “Accounts Receivable”) to the extent arising out similar rights in favor of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the BusinessSeller.

Appears in 2 contracts

Samples: Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.), Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiarieshereof, and Seller agrees tosubject to the exclusions set forth in Section 1.3, 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 Seller shall, and clear of any Liens shall cause its Subsidiaries (other than Permitted Liensany Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliates, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies), 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 and/or its Subsidiaries (other than any Acquired Companies) in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies), wherever located, whether tangible of intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets:”): (a) (i) the real property listed on Schedule 1.2(a)(i) together with any and all buildings, structures, improvements and fixtures located thereon (the “CP Owned Real Property, together which term shall include all interests and rights of CP appurtenant to such real property and related to the operation of the Business thereon) and (ii) the real property leases listed on Schedule 1.2(a)(ii) and all such real property leases (pursuant to which MW Custom Papers LLC (“CP”) is the lessee) Related to the Business entered into by CP (as lessee) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof (the “CP Real Property Leases”); provided that CP Owned Real Property and CP Real Property Leases shall include all buildingsreal property (other than Timberlands) owned or leased by CP or any Subsidiary of CP that is Related to the Business conducted by or through CP, fixtures and improvements erected thereonnot expressly excluded from this transaction pursuant to any other provision of this Agreement, whether or not such owned or leased real property is listed on Schedule 1.2(a)(i) or Schedule 1.2(a)(ii); (b) all rights under the Leases with respect to the Leased Real Property; (i) the real property listed on Schedule 1.2(b)(i) together with any and all tangible personal buildings, structures, improvements and fixtures located thereon (the “Seller Owned Real Property”, which term shall include all interests and rights of Seller appurtenant to such real 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 related to the Real Property and held for use primarily in the conduct operation of the Business thereon) and (ii) those assets the real property leases (pursuant to which Seller or a Subsidiary of Seller related primarily is the lessee) listed on Schedule 1.2(b)(ii) and all real property leases Related to the Business entered into by Seller (as lessee) or a Subsidiary of Seller (other than CP or an Acquired Company) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof (the “Seller Real Property Leases”); provided that are located at its Corporate Technology Center facility located in MilwaukeeSeller Owned Real Property and Seller Real Property Leases shall include all real property (other than Timberlands) owned or leased by Seller or a Subsidiary of Seller (other than CP or an Acquired Company) that is Related to the Business, Wisconsinand not expressly excluded from this transaction pursuant to any other provision of this Agreement, which are whether or not such owned or leased real property is listed on Schedule 2.02(c1.2(b)(i) or Schedule 1.2(b)(ii); (c) the Timberlands; (d) all machinery, equipment, Computer Hardware (as configured for use in the Business but excluding any Computer Hardware located at Seller’s data center or South Carolina regional IT center), furniture, automobiles, trucks, tractors, trailers, tools and other tangible personal property Related to the Business owned by Seller or any of its Subsidiaries (other than any Acquired Companies), whether located on site at the Owned Real Properties or Leased Real Properties or stored or used off site in the Ordinary Course of the operation of the Business (collectively, the “Purchased Equipment”); (e) all inventories and supplies of raw materials, workworks-in-process, finished goods, supplies supplies, packaging materials, storeroom contents and other inventories inventoried items, whether located on site at the Owned Real Properties or Leased Real Properties or stored or used or held for use primarily off site in the conduct Ordinary Course, in each case Related to the Business; (f) the manufacturing know-how employed by Seller or any of its Subsidiaries exclusively in the Business; (g) all Intellectual Property owned by Seller or any of its Subsidiaries (other than the Acquired Companies) and Related to the Business (the “Purchased Intellectual Property”), including without limitation the Intellectual Property identified on Schedule 1.2(g) and all such Intellectual Property acquired or developed by Seller or any of its Subsidiaries (other than the Acquired Companies) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof; (h) all trade accounts and notes receivable and other receivables as of the Closing Date arising out of the sale or other disposition of goods or services of the Business, to the extent reflected in the Estimated Closing Date Working Capital Statement, as the same may be adjusted in the Closing Date Working Capital Statement; (i) all rights and incidents as of the Closing Date in, to and under all Business Contracts, including but not limited to (i) contracts for the purchase, or the sale, supply or provision, of merchandise, steam, materials, energy supplies or services, including operating, land management and resource management and repair and timber and logging hauling or cutting; (ii) contracts for the purchase or lease of equipment or Computer Hardware (excluding contracts relating to Computer Hardware located at Seller’s data center or South Carolina regional IT center); (iii) contracts relating to franchise, distributorship or sale agency arrangements; (iv) personal property leases; (v) Computer Software licenses; (vi) IP Licenses; (vii) all open purchase and sales orders, but excluding Contracts with employees of the Business who are not Transferred Employees; and (viii) the benefits under Hedging Agreements to the extent Related to the Business or otherwise allocable to the Business; (j) to the extent permitted by applicable Law, all books and records (other than Tax Returns), files (including personnel and workers’ compensation claim files and other employee books and records, or copies thereof, pertaining to Transferred Employees), papers, tapes, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, supplier and customer lists, price lists, historical research, environmental and engineering data and all other printed and written materials Related to the Business; (k) except to the extent the transfer of the following information is prohibited by applicable Law, all Data that is Related to the Business (collectively, the InventoryBusiness Data”); (el) the Permits Related to the Business issued by any Governmental Bodies (to the extent permitted by applicable Law to be transferred); (m) all rights under deferred and prepaid charges and other current assets of the Business, other than those that relate to any Excluded Asset, to the extent reflected in the Estimated Closing Date Working Capital Statement, as the same may be adjusted in the Closing Date Working Capital Statement; (n) all Contracts Computer Software owned by Seller or any of its Subsidiaries (other than the LeasesAcquired Companies) used or held for use primarily in and Related to the conduct of the Business, including those listed in Schedule 2.02(e) Business (the “Purchased ContractsSeller Software”), including without limitation the Computer Software listed on Schedule 1.2(n), and all such Computer Software acquired or developed by Seller or any Subsidiary of Seller (other than an Acquired Company) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof; (fo) all rights, claims, credits, causes of action or action, recoveries and 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”) reimbursement to the extent arising out of, relating to or otherwise in any way in respect of, the Purchased Assets or any Assumed Liability including all rights, guaranties, manufacturer and supplier warranties, indemnities and similar rights in favor of Seller or any of its Subsidiaries (other than any Acquired Companies) in respect of any Purchased Asset or any Assumed Liability (but with respect to any Tax refund claim, Tax payment or Tax reduction or credit related thereto, the Businessprovisions of Articles XIV shall apply); (hp) all prepaid assets rights of Seller or any of its Subsidiaries (other than any Acquired Companies) under the Collective Bargaining Agreements, and all Collective Bargaining Agreements entered into after the date hereof and prior to the extent arising out of the BusinessClosing Date in accordance with Section 6.2; (iq) all Business Intellectual Property Rights cash or cash equivalents (“Workers’ Compensation Cash Security”) securing all surety bonds, letters of credit or other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary forms of security used to the operation secure workers’ compensation obligations of the Business; and (kr) Business Records relating primarily all other assets, properties, rights, Contracts and claims of Seller and any of its Subsidiaries (other than any Acquired Companies) of any kind and nature Related to the BusinessBusiness not otherwise described above.

Appears in 2 contracts

Samples: Equity and Asset Purchase Agreement (NewPage Holding CORP), Equity and Asset Purchase Agreement (NewPage Energy Services LLC)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this set forth herein, at the Closing, except as otherwise set forth in the Employee Matters Agreement, Buyer agrees to purchase from Seller Atlas shall (and the Retained Subsidiaries, and Seller agrees to, and to shall cause the Retained applicable Atlas Subsidiaries to) sell, selltransfer, convey, transfer, assign and deliver, or cause deliver to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingAHD, free and clear of any all Liens other than Permitted Liensto the extent related to Retained Liabilities, and AHD shall purchase and acquire from Atlas and the applicable Atlas Subsidiaries, all of SellerAtlas’s and the Retained applicable Atlas Subsidiaries’ right, title and interest in, to and under all of the following assets, properties properties, rights, Contracts and business, claims of every kind and description, owned, used Atlas or held for use primarily in such Atlas Subsidiaries (including the conduct Purchased Entities) as of the Business by Seller Closing, wherever located, whether tangible or any of the Retained Subsidiaries intangible, real, personal or mixed (butcollectively, 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) (i) all general partner, limited partner and other equity interests in any Drilling Partnership Entity (“Drilling Partnership Equity Interests”), (ii) all contractual rights primarily related to the Owned Real Propertyoperation of any Drilling Partnership Arrangement and all working interests in any Drilling Partnership Arrangement, together with (iii) all buildingsequity interests in any Purchased Entity that are not Purchased Equity Interests and (iv) all equity interests in any Person directly or indirectly held by Atlas Lxxxxxxxx, fixtures and improvements erected thereonLLC; (bA) all rights under the Leases with respect Oil and Gas Interests (other than Oil and Gas Contracts) in any Specified State, (B) all Oil and Gas Contracts primarily related to the Leased Real PropertyTransferred Business’ operations in any Specified State and (C) all of the following Oil and Gas Interests: (i) (x) all interests in Oil and Gas Leases and Wxxxx to the extent described on Section 2.2(b)(i) of the Atlas Disclosure Letter, (y) all Oil and Gas Interests exclusively related to the interests described in clause (x), and (z) all other Oil and Gas Interests listed on Section 2.2(b)(i) of the Atlas Disclosure Letter, in each case except for geophysical Contracts included in such Oil and Gas Interests (collectively, the “Transferred Direct Oil and Gas Interests”); and (ii) (x) all Oil and Gas Interests exclusively related to the Assets of Drilling Partnerships and other Oil and Gas Interests that are listed on Section 2.2(b)(ii) of the Atlas Disclosure Letter, in each case except for geophysical Contracts included in such Oil and Gas Interests (collectively, the “Transferred Partnership Oil and Gas Interests”); (i) all tangible personal property and interests thereinContracts Exclusively Related to the Transferred Business, including machineryother than geophysical Contracts, 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 all Contracts solely between or among one or more a Purchased Entities, on the one hand, and one or more Drilling Partnerships or investors therein, on the other hand, (iii) all Constituent Documents of Seller related primarily to the Business any Drilling Partnership, (iv) all Contracts that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(cSection 2.2(c)(iv) of the Atlas Disclosure Letter and (v) the New Hedge Contract (collectively, the “Transferred Business Contracts”); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in (i) the conduct real property listed on Section 2.2(d)(i) of the Business Atlas Disclosure Letter together with any and all buildings, structures, improvements and fixtures located thereon (collectivelytogether with any of the foregoing owned by the Purchased Entities, the “InventoryTransferred Owned Real Property”) and (ii) the real property leases listed on Section 2.2(d)(ii) of the Atlas Disclosure Letter and, to the extent covered by such leases, any and all buildings, structures, improvements and fixtures located thereon (together with any of the foregoing leased by the Purchased Entities, the “Transferred Real Property Leases”); (e) all assets, properties and rights under directly or indirectly acquired by ATN pursuant to that certain Asset and Membership Purchase Agreement by and among Laurel Mountain Midstream, LLC, Laurel Mountain Midstream Operating LLC and ATN dated effective as of January 1, 2010, including the items listed on Section 2.2(e) of the Atlas Disclosure Letter; (f) (i) all Contracts Specified Current Assets, (ii) all dividends, distributions or other payments received after the date hereof and prior to the Closing Date from Lxxxxxxxx Capital Partners, L.P., Lxxxxxxxx Capital Partners GP, LLC, Magnetar MLP Investment, LP or any of their respective Affiliates, (iii) the Cash Amount, if any (as determined in accordance with Section 2.12) and (iv) any Tax refunds or credits of or attributable to the Transferred Business, the Purchased Assets, the Purchased Equity Interests or the Assumed Liabilities (other than any refunds or credits of or against income Taxes of Atlas or any other member of the LeasesAtlas Group (other than any income Taxes of the Purchased Entities)); (g) used all insurance proceeds received or held for use primarily receivable under any insurance policy written prior to the Closing to the extent in connection with (i) the damage or complete destruction of any assets or properties prior to the Closing that would have been included in the conduct Purchased Assets but for such damage or complete destruction, or (ii) subject to Section 7.10, any Assumed Liability; (i) all Equipment (other than equipment included in any of the Oil and Gas Interests) Exclusively Related to the Transferred Business, including those (ii) all Equipment in any Specified State, (iii) all Equipment historically located in or primarily associated with the offices or other buildings or facilities that are part of the Transferred Owned Real Property or the Transferred Real Property Leases, (iv) all Equipment primarily associated with any Pipeline Employee and (iv) all Equipment listed on Section 2.2(h) of the Atlas Disclosure Letter; (i) all Permits (A) Exclusively Related to the Transferred Business’ operations in Schedule 2.02(ePennsylvania, Michigan or West Virginia, (B) issued by any Governmental Entity in Ohio or New York, (C) related to the Transferred Business’ operations in any Specified State or (D) set forth on Section 2.2(i) of the Atlas Disclosure Letter (collectively, the “Purchased ContractsTransferred Permits”); (fj) all rightsIntellectual Property set forth on Section 2.2(j) of the Atlas Disclosure Letter; (k) all Software and Technology Exclusively Related to the Transferred Business and all Software and Technology listed on Section 2.2(k) of the Atlas Disclosure Letter; (l) all performance, surety and road bonds and all cash held in escrow to secure obligations, in each case to the extent related to an Oil and Gas Contract (A) included as a Purchased Asset, (B) listed on Section 2.2(l)(ii)(B) of the Atlas Disclosure Letter or (C) to which one or more Purchased Entities are parties (unless such cash in escrow is in respect of an obligation related to an Oil and Gas Interest that is part of the Retained Assets); (i) all Restricted Data and (ii) all books and records (including all computerized books and records, and all files, papers, tapes, disks, keys, correspondence, reports, plans, drawings and specifications, invoices, forms, cost information, sales and pricing data, customer records, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, investor records, catalogs, sales, promotional and advertising materials, technical data, operating records, operating manuals, instructional documents, materials and analyses prepared by consultants and other third Persons, quality records and reports and other printed or written materials, land and title records (including abstracts of title, title opinions, and title curative documents), operations, environmental, production, accounting and regulatory compliance records, facility and well records), in each case in this clause (ii), to the extent related to the AHD Post-Closing Business (it being agreed that Atlas and the Atlas Subsidiaries shall have a joint interest in any such books and records described in this clause (ii) to the extent related to the Atlas Post-Closing Business); (n) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties to the extent related to the Transferred Business, any of the Purchased Assets or any of the Assumed Liabilities; (o) all rights to indemnities and releases from third parties to the extent related to the Transferred Business, any of the Purchased Assets or any of the Assumed Liabilities; (p) all claims, creditsdefenses, causes of action or action, choses in action, rights of set-off against third parties relating recovery, rights of set off, and rights of recoupment to or arising from the extent related to the Transferred Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesthe items listed on Section 2.2(p) of the Atlas Disclosure Letter; (gq) all trade accounts receivable the Atlas Name and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the BusinessAtlas Marks; (hr) the Transferred Business as carried on and conducted by Atlas and the Atlas Subsidiaries as a going concern, including any and all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Businessgoodwill; and (ks) Business Records relating primarily all assets Exclusively Related to the Transferred Business. (1) the assets, properties and rights held by Atlas or any Atlas Subsidiary set forth on Section 2.2(x) of the Atlas Disclosure Letter, which are intended to be, but have not yet been, transferred to the Drilling Partnerships (the “Unassigned Assets of Drilling Partnerships”) and (2) all assets, properties and rights held by any Drilling Partnership (including any rights of Drilling Partnerships to Hedging Cash) (together with the Unassigned Assets of Drilling Partnerships, the “Assets of Drilling Partnerships”) shall, in the case of clauses (1) and (2), be neither Purchased Assets nor Retained Assets and (y) the Unassigned Assets of Drilling Partnerships and the Hedging Cash shall be handled in accordance with the provisions set forth in Section 2.8.

Appears in 2 contracts

Samples: Transaction Agreement (Atlas Pipeline Holdings, L.P.), Transaction Agreement (Atlas Energy, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions set forth herein, at the Closing, or in the case of this Agreementthe Deferred Items if applicable, Buyer agrees at the Deferred Closing, (i) Seller shall, and shall cause the Selling Subsidiaries to, sell, assign, transfer, convey and deliver, to purchase from Seller Purchaser, the Transferred Shares, the US Miraclon Shares, the Miraclon Belgium Shares and the Retained SubsidiariesMiraclon Belgium China Holdco Shares and Purchaser shall (directly or indirectly through one or more Affiliates) purchase Transferred Shares, the US Miraclon Shares, the Miraclon Belgium Shares and the Miraclon Belgium China Holdco Shares and, immediately thereafter, (ii) Seller shall, and Seller agrees to, and to shall cause the Retained Selling Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser, and Purchaser shall (directly or cause indirectly through one or more Affiliates, which shall include the Miraclon Entities then owned by Purchaser and designated in writing to be soldSeller at least two (2) Business Days prior to the expected Closing Date and subject to the requirements of any applicable Local Transfer Agreement) purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at accept from each of Seller and the ClosingSelling Subsidiaries, free and clear of any Liens all Encumbrances other than Permitted LiensEncumbrances, the Transferred Shares, and all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to of each of Seller and under the Selling Subsidiaries in the following assets, properties and businessrights, of every kind and descriptionin each case, owned, used or held for use primarily in other than 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) (collectively, the “Purchased Assets”), including all as the same may exist on the Closing, or in the case of the Deferred Closing if applicable, at the Deferred Closing: (a) the right, title and interest of each of Seller and the Retained Selling Subsidiaries in, in and 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; (ib) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications all of the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture, Purchased IT Assets and other tangible property personal property, in each case, which is (including all interests in personal property underlying capital leasesi) primarily relating to the Business, (ii) located at an Assumed Facility (other than the Shared Facilities) on the Closing Date or, if applicable to a Deferred Item, the Deferred Closing Date, or (iii) as set forth on Section 2.1(b) of the Seller Disclosure Letter (collectively, the “Equipment”); (c) all Assigned Real Property Leases and held for use primarily Contracts to which Seller or the Selling Subsidiaries are a party, or by which Seller or the Selling Subsidiaries are bound, in each case, either (i) to the conduct of extent relating to the Business, (other than any Business Benefit Plans and Miraclon Entity Benefit Plans which are addressed in Section 2.1(m) below); or (ii) those assets as set forth on Section 2.1(c) of the Seller related primarily Disclosure Letter (collectively, with the Assigned Real Property Leases, Equipment Leases, consulting agreements and employment agreements of Business Employees (except as otherwise provided pursuant to Section 5.6(a)), the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c“Assumed Contracts”); (d) all raw materialsInventory of each of Seller, work-in-processthe Selling Subsidiaries and the Transferred Subsidiaries (i) to the extent relating to the Business, finished goods, supplies except Inventory that has been shipped or delivered by the Business to other divisions or segments of Seller and its Subsidiaries for the sale or consumption of such Inventory by such other inventories used divisions or held for use primarily segments pursuant to agreements entered into prior to the date hereof or in the conduct ordinary course of business, (ii) that has been shipped or delivered to the Business by other divisions or segments of Seller and its Subsidiaries for the sale or consumption of such Inventory by the Business, (iii) located at an Assumed Facility (other than the Shared Facilities) on the Closing Date or the Deferred Closing Date when such Assumed Facility is transferred, or (iv) as set forth on Section 2.1(d) of the Business (collectively, the “Inventory”)Seller Disclosure Letter; (e) (i) the Intellectual Property set forth on Section 2.1(e) of the Seller Disclosure Letter and all rights under all Contracts (other forms of Intellectual Property exclusively relating to the Business that are owned by Seller, the Selling Subsidiaries or the Transferred Subsidiaries, in each case, other than the Leases) used or held for use primarily in Intellectual Property associated with the conduct of the Business, including those listed in Schedule 2.02(e) Excluded IT Assets (the “Purchased ContractsTransferred IP”); and (ii) existing copies of any tangible embodiments of the Know-How forming part of the Transferred IP; (f) all rightsPermits owned, claimsutilized, creditsheld or maintained by or licensed to each of Seller, causes the Selling Subsidiaries and the Transferred Subsidiaries (subject to the terms of action such Permits), in each case, (i) relating predominantly to the Business to the extent transferable or rights (ii) as set forth on Section 2.1(f) of set-off against third parties relating to or arising from the Purchased Assets or Seller Disclosure Letter (collectively, the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesPermits”); (g) all trade accounts receivable and other receivables (collectivelyi) subject to Section 5.9, the “Accounts Receivable”Current Business Books and Records and Historical Business Books and Records and (ii) to the extent arising out of the Businessall Business Employees’ Records; (h) all prepaid assets the Accounts Receivable to the extent arising out of related to the Business; (i) all prepaid expenses and deposits and refunds to the extent predominantly relating to the Business Intellectual Property Rights (other than Business Intellectual Property Rights owned by prepaid insurance) and included in the Purchased SubsidiariesClosing Working Capital; (j) all Permits that are necessary claims (including under any Contract of insurance with a third party but excluding any claims under any insurance deductible or self-insurance), causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent), to the operation extent exclusively relating to the Business or any of the Purchased Assets or Assumed Liabilities; (k) the goodwill of the Business, including any such goodwill related to any Transferred IP; (l) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Equipment or Inventory constituting a Purchased Asset pursuant to Section 2.1(d); (i) all Purchaser Assumed Benefit Plans and Miraclon Entity Benefit Plans and any assets related thereto, as provided for in Section 5.6 and Section 5.6(l)(ii) of the Seller Disclosure Letter; provided, however, that, to the extent Purchaser or one of its Affiliates does not assume all Liabilities relating to a particular Purchaser Assumed Benefit Plan, then Purchased Assets shall, with respect to such Purchaser Assumed Benefit Plan, include only the portion of the assets, if any, relating to such Liabilities assumed by Purchaser or one of its Affiliates, as provided for in Section 5.6; and (ii) certain assets, if any, related to certain Business Benefit Plans as provided for in Section 5.6; (n) the assets set forth on Section 2.1(n) of the Seller Disclosure Letter; (o) Cash and Cash Equivalents of the Miraclon Entities and the Transferred Subsidiaries as of the Determination Time (such Cash and Cash Equivalents, the “Miraclon Entity/Transferred Subsidiary Cash”); (p) the right, title and interest of Seller and its Subsidiaries in the US Miraclon Shares, the Miraclon Belgium Shares, the Miraclon Belgium China Holdco Shares, and the Transferred Shares and all assets, properties and rights set forth in clauses (a) through (p) that are owned by any of the Miraclon Entities or the Transferred Subsidiaries; (q) all intercompany receivables of the Miraclon Entities and the Transferred Subsidiaries payable to them by Seller or the Selling Subsidiaries; and (kr) Business Records relating primarily any assets, properties and rights other than those set forth in Section 2.1(a) through Section 2.1(q) to the Businessextent exclusively relating to the Business except for such assets, properties or rights that constitute Excluded Assets. For the avoidance of doubt and notwithstanding anything else herein to the contrary, (i) any asset, property or right of any Transferred Subsidiary and any Miraclon Entity shall be deemed a Purchased Asset for all purposes of this Agreement except to the extent any such asset, property or right otherwise would be an Excluded Asset had it not been an asset, property or right of such Transferred Subsidiary or such Miraclon Entity (and instead an asset, right, or property of Seller or a Selling Subsidiary) (a “Transferred Subsidiary Excluded Asset”), (ii) any Transferred Subsidiary Excluded Asset shall be deemed an Excluded Asset for all purposes of this Agreement, and Seller shall cause such Transferred Subsidiary Excluded Assets to be transferred out of the relevant Transferred Subsidiary on or prior to the Closing, and (iii) any Liability of any Transferred Subsidiary or any Miraclon Entity that otherwise would be a Retained Liability had it not been a Liability of such Transferred Subsidiary or such Miraclon Entity (and instead a Liability of Seller or a Selling Subsidiary) shall be deemed a Retained Liability for all purposes of this Agreement (and Seller shall cause such Retained Liability to be transferred out of such Transferred Subsidiary or such Miraclon Entity on or prior to the Closing).

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement

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 (or, to the extent applicable, at the relevant Deferred 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, 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, but excluding any Excluded Assets or assets and excluding any assets, properties of any and businesses owned by a Purchased Subsidiary) as the same shall exist as of the relevant Effective Time (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased AssetsAssets to the extent owned, held or used primarily in the conduct of the Business: (a) the Owned Real Propertyreal property, together with all buildings, fixtures and improvements erected thereon, and the leases of, and other interests in real property, in each case, listed or required to be listed on Section 3.11(a) of the Disclosure Schedule; (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); (dc) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily inventories; (d) all transferable contracts listed in the conduct Section 3.08 of the Business Disclosure Schedule and all transferable rights under all other contracts, agreements, licenses, commitments, sales and purchase orders and other instruments, but excluding the PTS Hedging Contracts (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”); (fe) all transferable 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’ warrantieswarranties and all rights to bring any Action in respect of the foregoing, other than any Existing Litigation Right; (gf) all trade accounts receivable and other receivables reflected on the Balance Sheet (collectively, the “Accounts Receivable”including any intercompany accounts receivable payable by Seller or any Retained Subsidiary); (g) to the extent arising out of the Businessall prepaid assets; (h) all prepaid assets to the extent arising out of the BusinessAssigned Intellectual Property Rights; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesAssigned Software and Assigned IT Assets; (j) all Permits that are necessary transferable governmental licenses, permits or other governmental authorizations; (k) the laboratory equipment owned by Emerson India, as identified in Section 2.02(k) of the Disclosure Schedule; (l) all assets of the Assumed Plans; (m) notwithstanding Section 2.03(c), all proceeds received from and after the Closing under any third-party insurance policies relating to the operation Business, except to the extent such proceeds relate to an Excluded Asset or Excluded Liability; (n) the computers owned by Seller or its Subsidiaries (other than the Purchased Subsidiaries) and used or held for use primarily by the Transferred Employees of Xxxxxxx Electric de Colombia Ltda. (Colombia), Xxxxxxx Electric (South Asia) Pte. Ltd. (Singapore), Emerson Srl (Romania) and Xxxxxxx Process Management Srl (Romania), in each case as identified in Section 2.02(n) of the BusinessDisclosure Schedule; (o) all books, records, data, databases, files and papers, whether in hard copy or electronic format, including any information relating to any Tax imposed on the Purchased Assets (it being understood that Seller and the Retained Subsidiaries shall be permitted to retain copies of such materials); and (kp) Business Records subject to Applicable Law, the personnel records (including all human resources and other records) of Seller or a Retained Subsidiary relating primarily to the BusinessTransferred Employees.

Appears in 2 contracts

Samples: Asset and Stock Purchase Agreement (Regal Beloit Corp), Asset and Stock Purchase Agreement (Regal Beloit Corp)

Purchase and Sale of the Purchased Assets. Except Subject to Section 2.06(a) or as otherwise expressly provided belowherein, upon the terms and subject to the conditions of this Agreement, after completion of each of the transactions set forth in Section 2.01, Buyer agrees to cause the New Operating Company (or any Additional Acquisition Entities, as applicable) to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and agrees to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliverdeliver to the New Operating Company (or one or more Additional Acquisition Entities, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer as applicable) at the Closing, free and clear of any all Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under (including indirect and other forms of beneficial ownership) the assets, properties assets and businessproperties, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller Business, whether real, personal or any of the Retained Subsidiaries mixed, tangible or intangible, xxxxxx or inchoate, wherever situated, and whether owned, leased or licensed (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) Company), all as the same shall exist on the Closing Date (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) subject to Section 2.06, (1) all Red Lobster Contracts, and (2) subject to Section 5.05, any rights, privileges or claims to the Owned Real Propertyextent relating to the Business under the Shared Contracts (collectively, together with all buildings, fixtures and improvements erected thereonthe “Assumed Contracts”); (b) all rights under the Leases with respect relating to the Leased Real Property, and in the case of any ground leases, with all rights and interests appurtenant thereto; (ic) 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 the Owned Real Property (including all interests in personal property underlying capital leases) located at the Shared Owned 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(cProperty); (d) all raw materialsof Seller’s right, work-in-processtitle and interest, finished goodsif any, supplies in all of the buildings, fixtures, plant, equipment and improvements (including, to the extent they are in existence on the date hereof, all tenements, hereditaments, appurtenances, easements and other inventories rights and interests appurtenant or pertaining thereto (including air, oil, gas, mineral and water and irrigation rights, and all interest, if any, of Seller and its Subsidiaries in any road adjoining such property), as well as all electrical, mechanical, plumbing and other building systems, security and surveillance systems, computer wiring and cable installations and utility installations, water distribution systems and landscaping, heating, ventilation and air-conditioning equipment, gas and power apparatus, windows, toilets, ducts and compressors, exhaust systems and water heaters and related machinery, pipes, pumps, tanks, conduits, switchboards, fire sprinklers and fire suppression and other fire protection equipment, lighting including emergency lighting, paging and sound systems, walk-in coolers, walk-in refrigerators and walk-in freezers, built-in sinks and supports for signs) with respect to the Restaurants as to which Seller or any Retained Subsidiary leases the ground from an unaffiliated party as set forth on Schedule 1.01(e) but owns the buildings and other real estate improvements located thereon, and which Restaurant addresses are listed on Schedule 2.02(d) (the “Owned Ground Lease Improvements”); (i) all fixtures, furniture and equipment, to the extent used or held for use primarily in the conduct of the Business or the operation of the Restaurants, including but not limited to tables, chairs, smallwares, glassware, signs, lights, ornaments, decor, artwork, linen, appliances, tools, machinery, display cases, shelves, cabinets, racks, bars, bar equipment, and computer hardware, desktop and laptop personal computers, monitors and related computer accessories owned or used by Seller or the Retained Subsidiaries (collectively, the “InventoryEquipment”); , in each case located at the Business Real Property or in transit thereto, and (eii) all rights under all Contracts (other than tangible personal property located at 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”)Restaurants; (f) all inventory, including all food, non-alcoholic beverages, alcoholic beverages (only to the extent transferable by applicable Law), merchandise (including apparel and merchandise on hand that contains the Red Lobster logo), new materials, uniforms, menus, paper products, supplies (including cooking supplies, cleaning supplies, office supplies and packaging supplies) to the extent used or held for use in the conduct of the Business or the operation of the Restaurants (the “Inventory”), owned by Seller or the Retained Subsidiaries and in each case located either in the Restaurants or in the primary freezers, including those located at Trenton, ON, Chesapeake, VA, Chicago, IL, Jacksonville, FL, Xxxxxx, CA and Raynham, MA or in transit to the Restaurants or primary freezers; (g) subject to Section 2.06, all of Seller’s or the Retained Subsidiaries’ Liquor Licenses used exclusively in the operation of the Restaurants (the “Assigned Liquor Licenses”); provided that any Assigned Liquor License that has been transferred or issued to a Purchased Subsidiary between the date hereof and the Closing pursuant to Section 5.07 shall be excluded from the Purchased Assets; (h) subject to Section 2.06, all of Seller’s or the Retained Subsidiaries’ Permits relating exclusively to the Business (the “Assigned Permits”); (i) subject to Section 5.15, except as set forth on Schedule 2.02(i) and except for Intellectual Property Rights, all Business Records and all employee records and files relating to the Transferred Employees, to the extent the transfer of such employee records and files is not prohibited by applicable Law; (j) the Business Intellectual Property, together with any past, present or future claims or causes of actions arising out of or related to any infringement, dilution, misappropriation or other violation of the Business Intellectual Property; (k) all Cash and Cash Equivalents of the Business (which shall include not less than an aggregate of $900,000 of cash on hand at the Restaurants and not less than an aggregate of $800,000 of cash held for “liquor club” purposes) and all bank accounts (and the amounts on deposit therein as of the close of business on the day immediately preceding the Closing Date) of the Purchased Companies, and any checkbooks and cancelled checks related to these bank accounts; (l) all laptop and desktop personal computers, monitors and related computer accessories located at Seller’s corporate headquarters or regional offices and used exclusively by the Transferred Employees; (m) all leased motor vehicles used primarily in the operation of the Business and the related lease agreements; (n) all Equipment of the Red Lobster Culinary Department located at Seller’s corporate headquarters, except the Equipment that is attached to the wall); (o) subject to Section 5.14, except as set forth on Schedule 2.02(o), all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Business, Shares, the Purchased Assets Assets, the Purchased Subsidiary Companies or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantieswarranties (specifically including, without limitation, any warranty related to the roof of any building comprising part of the Leased Real Property or the Owned Real Property); (gp) Red Lobster international franchise and development agreements, including those set forth on Schedule 2.02(p); (q) all trade accounts receivable insurance, warranty, condemnation and other receivables similar proceeds received on or following the date hereof (collectivelyincluding escrowed proceeds) with respect to damage, nonconformance of or loss to any of the “Accounts Receivable”Purchased Assets, including with respect to the permanent or temporary closure of any Restaurant, regardless of whether the claim giving rise thereto was made or asserted, or the transaction, event or circumstances giving rise thereto occurred on or after the date hereof; (r) all prepaid expenses and prepaid assets, if any, to the extent arising out of relating to the BusinessBusiness or any other Purchased Asset; (hs) all prepaid assets to the extent arising out of the BusinessContracts with XX Xxxxxxxx, Inc., XX Xxxxxxxxx, Inc. and RL Jonesboro, Inc.; (it) all Business Intellectual Property Rights physical memorabilia related to Red Lobster founding and history located in the offices of Sellers, other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation any notes and papers of the BusinessXxxxxxx Xxxxxx; and (ku) Business Records relating primarily to all goodwill associated with the Business, the Purchased Assets and the Purchased Subsidiary Companies, including all goodwill associated with the Business Intellectual Property.

Appears in 2 contracts

Samples: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowIn addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the satisfaction or waiver, if permissible under applicable Law, of the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of this Agreementthe Closing Payment pursuant to Section 2.8, Buyer agrees to purchase from Seller and the Retained Subsidiariesshall, and Seller agrees to, and to shall cause each of its relevant Subsidiaries (other than the Retained Subsidiaries Transferred Subsidiaries) to, sell, convey, transferassign, assign transfer and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, deliver to Buyer at the Closing(or one of its Affiliates), and Buyer (or one of its Affiliates) shall purchase, acquire and accept from Seller and each such Subsidiary, free and clear of any Liens all Encumbrances (other than Permitted LiensEncumbrances), all of Seller’s and the Retained Subsidiaries’ such Subsidiary’s right, title and interest in, in and to and under all of the assets, properties properties, claims, and business, of every kind and description, owned, rights primarily related to or primarily used or held for use primarily in the conduct of the Business by Seller or any of its Affiliates (other than any such assets, property, claims and rights held by any of the Retained Subsidiaries (butTransferred Subsidiaries) in the Devices & Services Business of every kind, for nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including all of the avoidance assets, properties, claims and rights of doubtthe types set forth or described below, but excluding any the Excluded Assets or assets and properties of any Purchased Subsidiary) (collectively, 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 Propertyleasehold interests in all real property primarily related to, together with all buildingsor primarily used in, fixtures the Devices & Services Business, including (x) any prepaid rent, security deposits and options to purchase in connection therewith and (y) right, title or interest in and to any fixtures, structures or improvements erected thereonappurtenant to such real property, including as set forth on Section 2.2(a) of the Seller Disclosure Letter; (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 all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leasesand primarily related to, or primarily used in, the Devices & Services Business (other than information technology assets which are addressed in Section 2.2(e)) located at (collectively, the “Equipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (c) all Contracts primarily related to, or primarily used in, the Devices & Services Business (other than the Real Property Leases, Equipment Leases, and held for use excluding Intellectual Property Licenses) (collectively, the “Assumed Contracts”), and all outstanding purchase orders primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Devices & Services Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c(other than such purchase orders to the extent relating to the Excluded Assets); (d) all inventory of the Devices & Services Business including all raw materials, work-in-processprocess and finished goods (including in transit, finished goods, supplies and other inventories used on consignment or held for use primarily in the conduct possession of any third Person) and all accounts receivable of the Business (collectively, the “Inventory”)Devices & Services Business; (e) all rights under all Contracts (other than the Leases) information technology assets primarily related to or primarily used or held for use primarily in the conduct of the Devices & Services Business, including those listed in Schedule 2.02(eassets set forth on Section 2.2(e) of the Seller Disclosure Letter (the “Purchased ContractsTransferred IT Assets”); (f) subject to Section 5.20 herein, (i) all rightsIntellectual Property (other than Patents; with registered Trademarks and Domain Names assigned solely to the extent set out below in this Section 2.2(f)) exclusively or primarily related to, claimsor exclusively or primarily used in, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed LiabilitiesDevices & Services Business, including unliquidated rights under manufacturers’ without limitation (x) the applicable Designs included on Section 2.2(f)(i) of the Seller Disclosure Letter (the exhaustive list to be agreed by the parties in accordance with Section 5.20(d)), (y) all unregistered Trademarks exclusively or primarily used in the Devices & Services Business, and vendors’ warrantiesDomain Names set forth on Section 2.2(f)(i)(y) of the Seller Disclosure Letter, (z) any other Intellectual Property set forth on Section 2.2(f)(i)(z) of the Seller Disclosure Letter and (ii) the registered Trademarks set forth on Section 2.2(f)(ii) of the Seller Disclosure Schedule (collectively, the “Transferred IP”); (g) all trade accounts receivable and other receivables Permits owned, utilized, held or maintained by or licensed to Seller or the Asset Selling Entities (collectivelysubject to the terms of such Permits) primarily related to, or primarily used in, the “Accounts Receivable”) Devices & Services Business, except to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Businesssuch Permits are not transferrable under applicable Law; (i) sole ownership of all Business Intellectual Property Rights Materials that are (a) owned or controlled by the Transferred Subsidiaries or (b) owned or controlled by Seller and its Affiliates (other than the Transferred Subsidiaries) and relate exclusively to, or are used exclusively in, the Devices & Services Business Intellectual Property Rights (including without limitation those items set forth on Section 5.20(b) of the Seller Disclosure Letter), and all originals and copies of the foregoing (provided that counsel for the Seller Entities and their Subsidiaries may keep one copy, solely to the extent such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to same shall be limited to the above purposes); (ii) co-ownership (with the right to use same without the consent of Seller) of all Business Materials that are owned or controlled by Seller and its Affiliates (other than the Transferred Subsidiaries, the HERE Entities or NSN) and that otherwise relate to, or are otherwise used in, the Devices & Services Business and a copy of all of same in a mutually-agreed format and media (subject to Section 5.20(e) on delivery timing); (the items in Sections 2.2(h)(i)- (ii), collectively, “Transferred Business Materials”) and (iii) the right to retain and use, subject to Section 5.4 and provided that such use does not violate any privacy or other Laws, a copy (but not co-ownership of) all items in subsections (i) and (ii) of the definition of “Business Materials” that are owned by the Purchased SubsidiariesHERE Entities or NSN and, notwithstanding the representation in Section 3.4(d), are used in the Devices & Services Business as of the Closing Date; provided that, for clarity, this Section 2.2(h) addresses ownership of the physical or tangible assets or media embodying any of the foregoing items and not any of the Intellectual Property covering or incorporated in same; (i) the Assumed Intercompany Receivables; (j) all Permits that are necessary prepaid expenses and deposits and refunds primarily related to, or primarily used in, the Devices & Services Business (other than prepaid insurance with respect to any insurance policies not transferring to Buyer in connection with the transactions contemplated by this Agreement); (k) all claims, causes of action (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) against Third Parties to the operation extent resulting from the conduct of the Devices & Services Business and/or any of the Purchased Assets or defenses and rights of offset or counterclaim relating to the Assumed Liabilities to be conveyed to and/or assumed by Buyer and the right to retain all proceeds and monies therefrom; (l) the goodwill of the Devices & Services Business; (m) all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of Seller, the Asset Selling Entities and the Transferred Subsidiaries in relation to any of the Purchased Assets or otherwise for the benefit of the Devices & Services Business and, with respect to any insurance policies, all Unreinvested Proceeds with respect to any Casualty Loss to the extent relating to any Purchased Assets or the Devices & Services Business (provided, that the insurance policies themselves of Seller and the Asset Selling Entities may be Excluded Assets as provided in Section 2.3); (n) all assets of the Transferred Plans with respect to the Transferred Employees or Former Business Employees; (o) all assets that relate to any Liabilities with respect to Transferred Employees or Former Business Employees; (p) (i) all Intellectual Property Licenses primarily related to or primarily used in the Devices & Services Business, including those set forth in Section 2.2(p)(i) of the Seller Disclosure Letter; and (ii) all in-bound Patent Licenses, or rights, licenses and corresponding obligations thereof, as and to the extent set forth in Section 2.2(p)(ii) of the Seller Disclosure Letter; (collectively the “Transferred Licenses” and each a “Transferred License”); (q) all other assets set forth on Section 2.2(q) of the Seller Disclosure Letter; and (kr) Business Records relating primarily except to the extent not primarily related to the Devices & Services Business, all rights to receive administrative and corporate (overhead, shared and other) services and benefits of the kind provided to the Devices & Services Business by the Seller Entities, either directly or indirectly through third-party service providers, prior to the Closing Date, and all assets of Seller or an Asset Selling Entity to the extent related thereto, including (i) computer and information processing services, (ii) finance, accounting and payroll services, (iii) facilities management services (including environmental, health and safety), (iv) treasury services (including banking, insurance, administration, taxation and internal audit), (v) general and administrative services, (vi) executive and management services, (vii) legal services, (viii) human resources services, (ix) risk management services, (x) group purchasing services, (xi) corporate marketing, strategy and development services, (xii) corporate travel and aircraft services, and (xiii) investor relations services.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Nokia Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliverdeliver to Purchaser, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingPurchaser shall purchase from Seller, free and clear of any Liens Encumbrances (other than Permitted LiensEncumbrances), all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under all of the assets, properties and business, rights of every kind and descriptionnature, ownedwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which exclusively or primarily relate to, or are used or held for use primarily exclusively in the conduct of connection with, the Business by Seller or any of (other than the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased SubsidiaryAssets) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned Real Propertyinventory, together with all buildingsfinished goods, fixtures raw materials, work in progress, packaging, supplies and improvements erected thereonparts used in the Business (“Inventory”), a list of which as of June 30, 2014 is set forth on Schedule 2.1(a) of the Seller Disclosure Schedule; (b) all rights under the Leases with respect Intellectual Property to the Leased Real extent existing as of the Closing Date that is owned by Seller and exclusively or primarily used in the Business (the “Purchased Business Intellectual Property”) and Technology that is owned by Seller and exclusively or primarily used in the Business (the “Purchased Business Technology”), including such items listed on Schedule 2.1(b) of the Seller Disclosure Schedule; (ic) all tangible personal property and interests thereinTangible Personal Property, 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 items listed on Schedule 2.02(c2.1(c) of the Seller Disclosure Schedule (the “Acquired Personal Property”); (d) all raw materialsof Seller’s rights, work-in-processto the extent transferable, finished goodsunder warranties, supplies indemnities and other inventories used all similar rights against third parties to the extent exclusively or held for use primarily in the conduct of related to the Business (collectively, the “Inventory”)or any Purchased Assets; (e) all rights under all Contracts (other than the Leases) used pursuant to which Seller licenses from any Person Intellectual Property or held Technology for use exclusively or primarily in the conduct of within the Business, including those listed in such Contracts that are set forth on Schedule 2.02(e2.1(e) of the Seller Disclosure Schedule (the “Purchased ContractsIP Licenses”); (f) all rightspurchase orders outstanding as of the Closing Date (the “Assumed Purchase Orders”); a list of outstanding purchase orders as of October 1, claims, credits, causes 2014 is set forth on Schedule 2.1(f) 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’ warrantiesSeller Disclosure Schedule; (g) all trade accounts receivable and other receivables Contracts exclusively or primarily related to the Business, including those all Contracts listed on Schedule 2.1(g) of the Seller Disclosure Schedule (collectively, the “Accounts ReceivableAssigned Contracts) to the extent arising out of the Business); (h) all prepaid assets accounts or notes receivable held by Seller, and any security, claim, remedy or other right, in each case related to the extent arising out any of the BusinessPurchased Assets or the Business (“Accounts Receivable”); (i) all Business Intellectual Property Rights Books, Records and Files (other than Business Intellectual Property Rights owned by income and similar Tax Returns and related Books, Records and Files), to the Purchased Subsidiaries;extent exclusively or primarily used in, or exclusively or primarily related to, the Business; provided, however, that Seller may redact any information to the extent exclusively used in, or exclusively related to, the Excluded Assets or Seller’s Other Businesses from Books, Records and Files; and (j) all Permits that are necessary to goodwill and the operation going concern value of the Business; and . Seller and Purchaser shall review, update as necessary and use their respective reasonable best efforts to finalize each section of the Seller Disclosure Schedule referred to this Section 2.1 (kcollectively, the “Assets Lists”) at least three (3) but not more than five (5) Business Records relating primarily Days prior to the BusinessClosing; provided that nothing in this updating process shall relieve Seller of its obligations to comply with the covenants set forth in Section 7.1.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowPursuant to sections 105, upon 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreementset forth herein (including Article X hereof), Buyer agrees to purchase from Seller and on the Retained SubsidiariesClosing, and Seller agrees to, and to cause the Retained Subsidiaries to, Sellers shall sell, convey, transfer, assign assign, convey and deliverdeliver to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liensaccept from Sellers, all of Seller’s and the Retained SubsidiariesSellers’ right, title and interest in, to and under with respect to all assets of each Seller free and clear of all liens or Encumbrances (other than Permitted Encumbrances), including all claims based on any theory that Purchaser is a successor, transferee or continuation of Sellers or the assetsBusiness, properties including the following, but excluding the Excluded Assets (collectively, “Purchased Assets”), as of the Closing: (a) all of Sellers’ properties, rights, and business, assets of every kind and description, wherever situated or located, real, personal or mixed, tangible or intangible, contingent, owned, used leased, or held for use primarily in licensed, whether reflected on the conduct books and records of Sellers, as the same exist as of the Business by Seller or any date of execution of this Agreement and shall exist in all material respects on 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 thereonClosing Date; (b) [Intentionally Omitted.] (c) to the extent assignable pursuant to Section 365 of the Bankruptcy Code, all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property those executory contracts 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 unexpired leases listed on Schedule 2.02(c);2.1(c) hereof (“Assigned Contracts”) or as otherwise designated as an Additional Assigned Contract; provided that Purchaser shall have the right upon written notice given to Sellers at any time prior to the Closing to designate any Assigned Contract as an Excluded Asset, whereupon any Assigned Contract so designated shall conclusively be deemed an Excluded Asset for all purposes hereof and Sellers shall not be required to assume and assign such Assigned Contract, and Purchaser shall not be obligated to accept or assume such Assigned Contract or to bear or pay any Cure Amount associated therewith. (d) all raw materialsrights to pre-paid expenses and all similar assets or properties of Sellers, work-in-process, finished goods, supplies and other inventories used attributable to or held for use primarily in based upon the conduct of period through the Business (collectively, the “Inventory”)Closing Date; (e) all rights under all Contracts (other than to the Leases) used or held for use primarily in the conduct of extent related to the Business, including those listed in Schedule 2.02(e) all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Sellers (the Purchased ContractsAccounts Receivable”); (f) all rights, claims, credits, causes of action or rights of set-off against third parties documents relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights customer and supplier lists; provided, however, that Sellers shall have the right to retain copies thereof at Sellers’ expense except as restricted under manufacturers’ and vendors’ warrantiesLaw; (g) all trade accounts receivable tangible and other receivables (collectivelyintangible assets of Sellers including all passwords, the “Accounts Receivable”) to the extent arising out of the Businesskeys, administrative and technical account access, website or Internet domain names and social media accounts; (h) all prepaid assets any chattel paper owned or held by Sellers relating to the extent arising out of Business or the BusinessPurchased Assets; (i) all any electronic, financial account or lock/safety-deposit boxes to which account debtors of the Sellers remit payment relating to the Business Intellectual Property Rights other than Business Intellectual Property Rights owned by or the Purchased SubsidiariesAssets, to the extent transferable; (j) all Permits that are necessary city, county, state, federal or other Governmental Body permits (“Permits”), licenses or certifications relating to the operation Business or the Purchased Assets, and all pending applications therefor, to the extent transferrable under applicable Law; (k) to the extent transferrable, all express or implied warranties, indemnities, and guarantees against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to, the Assigned Contracts) or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities, and guarantees; (l) all of the BusinessIntellectual Property, including all of Sellers’ accrued, unaccrued, existing or contingent claims and causes of action as of the date of execution of this Agreement against any Persons related to Intellectual Property, regardless of whether such claims and causes of action have been asserted by Sellers (including any claims for infringement of Intellectual Property owned by Sellers); (m) all general intangible assets and rights of Sellers, including all goodwill; (n) all Inventory, wherever located and whether obsolete or carried on the Sellers’ books of account, in each case with any transferable warranty and service rights of the applicable Seller with respect to such Purchased Assets to the extent owned by or in any way benefitting Sellers; (o) Sellers’ books and records and other documents, and without limiting the foregoing, each of the following: financial, accounting and other books and records, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records; provided, however, that Sellers shall have the right to retain copies of all of the foregoing at Sellers’ expense; (p) to the extent transferable and solely to the extent included as an Assigned Contract or otherwise designated as an Additional Assigned Contract, all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (if not transferrable, all of Sellers’ right, title and interest to indemnification and/or defense shall be assigned to Purchaser), except only for any refunds or rebates owed to Sellers thereunder; (q) all fixed assets and other personal property and interests related to the Business or Purchased Assets, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishings, appliances, fixtures, office equipment and supplies, computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each case with any freely transferable warranty and service rights of the applicable Seller with respect to such Purchased Assets; (r) to the extent owned by Sellers, all telephone numbers, fax numbers and email addresses of the Sellers; (s) all software related to the Business that is owned by Sellers; (t) to the extent transferable, all records (personnel or other) of any of Sellers’ employees, contractors and/or agents; (u) the Segregated Account Cash; and (kv) Business Records relating primarily copies of Sellers’ cancelled checks (provided, however, that Purchaser shall make copies of such checks available to the BusinessOfficial Committee of Unsecured Creditors (“Committee”), or any post-confirmation trustee or agent appointed in the Bankruptcy Cases, for purposes of evaluating and prosecuting avoidance claims and causes of action excluded from the sale under Section 2.2(l)).

Appears in 1 contract

Samples: Asset Purchase Agreement

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to the conditions of this Agreement, at the Closing which is being held concurrently herewith, Seller shall sell to Buyer, and Buyer agrees to shall purchase from Seller Seller, certain assets 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 kind, nature, character and description, ownedwhether real, personal or mixed and whether tangible or intangible) owned by CGC or owned by Seller for exclusive use by CGC, or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butcollectively, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”)) including, including all rightwithout limitation, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) all of the Owned Real Propertycomputers, equipment, accessories, spare parts, furniture furnishings, tools, vehicles, leasehold improvements and other fixed assets owned by CGC or owned by Seller for exclusive use by CGC or used in the Business and not leased from a third party (including, without limitation, all of those listed on Schedule 2.01(a)) (collectively, the “Equipment”), together with all buildingsoperating, fixtures repair and improvements erected thereonparts manuals with respect to the Equipment and, to the extent assignable, all rights of CGC under manufacturer or vendor warranties, service agreements and the like with respect to the Equipment; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests thereinCertain of CGC’s inventory of supplies on hand, 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 goods held for use primarily sale or to be furnished under contracts, work in the conduct of the Business process, raw materials, packaging, user and (ii) training manuals for CGC’s products, advertising materials and promotional materials including, without limitation, 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); (d2.01(c) 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”); (c) Software owned by CGC or owned by Seller for exclusive use by CGC (collectively, the “Owned Software”); (d) all of CGC’s rights with respect to all Intellectual Property owned by CGC or owned by Seller for exclusive use by CGC or which relates to or is used in the Business including, without limitation, the Intellectual Property listed on Schedule 2.01(e); all of Seller’s and CGC’s rights in the names “Consolidated Graphic Communications”, “e-Competes”, and “e-link” and all derivations thereof, including any “dba” names; all of Seller’s and CGC’s rights in all telephone and fax numbers currently used by CGC; all of Seller’s and CGC’s rights in all Domain Names and other rights with respect to any World Wide Web site or sites maintained by or registered in the name of CGC or owned by Seller for use by CGC (all of which are listed on Schedule 2.01(e)) and all of Seller’s and/or CGC’s rights in the content, information and databases contained thereon; and all other Intellectual Property of CGC or owned by Seller for exclusive use by CGC, which relates to or is used in the Business and all associated goodwill (collectively, the “Owned Intellectual Property” and, with the Licensed Intellectual Property, the “Company Intellectual Property”); (e) all of Seller’s and CGC’s rights in, under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including and to those contracts with customers which are listed in on Schedule 2.02(e2.01(f) (the “Purchased ContractsAssumed Customer Agreements”); (f) all rightsof Seller’s and CGC’s rights in, claims, credits, causes of action or rights of set-off against third parties relating to or arising from and under the Purchased Assets or Intellectual Property Licenses listed on Schedule 2.01(g) (the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesLicense Agreements”); (g) all trade accounts receivable of Seller’s and other receivables CGC’s rights in, to and under those Other Contracts which are listed on Schedule 2.01(h) (collectively, the “Accounts ReceivableAssumed Other Agreements”) including, without limitation, certain contracts associated with third-party enterprise computer, technology and other information technology platforms such as “Xxxxxx-Smilco”, “PageDNA” and “Easy Pro”; (h) the prepaid assets of the Business, if any, which are listed on Schedule 2.01(i) and all of Seller’s and CGC’s other deposits and rights to deposits (collectively, the “Acquired Prepaid Assets”); (i) all of Seller’s and CGC’s rights in, to and under all of Seller’s and CGC’s Permits, to the extent arising out assignable; (j) all of CGC’s rights or rights owned by Seller for exclusive use by CGC in the lists of customers and other customer information and files (in each case, whether in paper or electronic form), together with all order, service and invoice files (all of the foregoing are referred to collectively as the “Customer Information”) and all rights of Seller or CGC (whether pursuant to contract, law or otherwise) to prevent the use or disclosure of the Customer Information or any portion thereof by any third party which may have had access to the Customer Information; (k) all of CGC’s financial and other records and databases in connection with the Business including, without limitation, CGC’s marketing information and documents; documentation with respect to the Equipment, the Inventory, the Receivables, the Owned Software, the Company Intellectual Property, the Assumed Customer Agreements, the Assumed License Agreements, the Assumed Other Agreements, the Acquired Prepaid Assets, the Permits and all other information and records used by CGC in the operation of the Business or used by Seller on behalf of CGD in the operation of the Business; (hl) all prepaid assets any insurance proceeds or awards receivable or other compensation receivable with respect to any of the foregoing which arise from events occurring prior to the extent arising out of the Business; (i) all Business Intellectual Property Rights Closing, other than Business Intellectual Property Rights insurance proceeds or awards receivable or other compensation receivable with respect to Excluded Assets or with respect to liabilities or obligations of CGC or owned by the Purchased Subsidiaries; (j) all Permits that Seller for use by CGC which are necessary to the operation of the Businessnot Assumed Obligations; and (km) Business Records relating primarily all rights or causes of action arising out of occurrences before or after the Closing Date, including third party warranties and guarantees and all related claims, credits, rights of recovery and set-off as to the Businessthird parties which are held by or in favor of CGC, excluding claims credits, rights of recovery and set-offs related to Excluded Assets and liabilities that re not Assumed Obligations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Champion Industries Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowOn the Closing Date, upon Sellers shall transfer, sell, assign, and deliver to Purchaser, and Purchaser shall purchase from Sellers, in each case on the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from Seller Agreement 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 LiensSale Order, all of Seller’s and the Retained Subsidiaries’ Sellers' right, title and interest in, to and under the any and all assets, properties and business, business of every kind and description, whether tangible or intangible, real, personal or fixed wherever situated, owned, held or used by Sellers or held for use primarily in the conduct of the Business by Seller or which Sellers have 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 or interest, other than the Excluded Assets (all such assets, properties and interest business are referred to in this Agreement as the "Purchased Assets"), free and clear of Seller all Encumbrances, other than the Assumed Liabilities and the Retained Subsidiaries inPermitted Real Estate Liens. The Purchased Assets include, to and under without limitation, the following Purchased Assetsfollowing: (a) all real property and leases or subleases of, and any other interests in, real property used or owned or held for use in the Owned Business and listed on the attached Schedule 2.1(a) (the "Real Property"), in each case together with all buildingsbuildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures of Sellers attached or appurtenant thereto and improvements erected thereonall easements, licenses, rights and appurtenances relating to the foregoing (the "Purchased Plants"); (b) all rights under Sellers' owned equipment, machinery and tooling located at or associated with the Leases with respect to operation of the Leased Real PropertyPurchased Plants and the equipment, machinery, furniture, fixtures and improvements and tooling listed on the attached Schedule 2.1(b) (the "Owned Machinery and Equipment"); (ic) all tangible personal property and interests thereincars, including machinerytrucks, equipmentfork lifts, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel other industrial vehicles and other tangible property (including all interests in personal property underlying capital leases) motor vehicles owned by Sellers located at at, or associated with, the Real Property and held for use primarily in the conduct operation 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)Purchased Plants; (d) all raw materialsAssets of Nimishillen & Tuscarawas, work-LLC (the "Railroad Subsidiary"), including all owned, leased or subleased real property of the Railroad Subsidiary, and any other interests in-process, finished goods, supplies and other inventories real property used or held for use primarily in owned by the conduct Railroad Subsidiary, rights of the Business (collectivelyway, locomotives, cars and track repair equipment, including, but not limited to, the “Inventory”Assets listed on the attached Schedule 2.1(d); (e) all rights under all Contracts (other than the Leases) used Assets of or held for use primarily in the conduct of the Businessrelated to Republic's corporate headquarters located at 3770 Embassy Parkway, including those listed in Schedule 2.02(e) (the “Purchased Contracts”Akron, Ohio, including, but not limited to, thx Xxxxxx xxxxxx xx xxx xxxxxxxx Xchedule 2.1(e); (f) all furniture, fixtures, improvements and other fixed assets that are located at or associated with the Purchased Plants, including the assets listed on the attached Schedule 2.1(f); (g) to the extent transferable under applicable Law and applicable Environmental Law, all Permits used in the Business in conjunction with the Purchased Assets and all pending applications therefor, including, without limitation, those Permits described on the attached Schedule 5.1(h); (h) customer relationships, the goodwill and all other intangible assets relating to, symbolized by or associated with the Business; (i) all (i) patents, patent applications, provisional patent applications, patent disclosures, and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent application, registrations and applications for registrations ("Patents"), (ii) trademarks, service marks, trade dress, logos, trade names, domain names and corporate names and registrations and applications for registration thereof ("Trademarks"), (iii) copyrights, copyright applications and registrations ("Copyrights"), (iv) commercial and technical trade secrets, know-how, confidential information, other proprietary property rights and interests, and (v) licenses, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, software licenses, and proprietary property rights and interests and any licenses in respect thereof (collectively, "Intellectual Property Rights") which are used in connection with the operation of the Business, including those set forth on the attached Schedule 5.1(d); (j) copies or originals of all books, files and records used in the Business relating to the Purchased Assets described in this Section 2.1, including plans, data, test results, drawings, diagrams, employment records, sales records, customer and supplier lists, advertising and promotional materials, engineering data, safety and environmental reports and documents, maintenance schedules and operating and production records, all other files, indices, market research studies, surveys, reports, analyses and similar information of every kind and nature, and in whatever format used in connection with the operation of the Business; (k) all contracts, agreements and purchase orders set forth on Schedule 2.1(k) (the "Purchased Contracts"); (l) all items of inventory of the Business wherever located, including, without limitation, raw materials, work in process, finished goods, supplies used to operate and maintain the Equipment or process raw materials and work in process, spare parts and supply and packaging items including any of the aforementioned owned by Sellers but in the possession of manufacturers, customers, suppliers or dealers, or in transit or returned goods ("Inventory"), which, for avoidance of doubt, includes any Inventory related to or located at any of the Excluded Plants; (m) all notes (including notes from employees), accounts receivable and other receivables, cash, deposits, advances and prepaid expenses (other than prepaid Taxes) of Sellers related to the Business together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any security or collateral therefor, including recoverable advances and deposits, which, for avoidance of doubt, includes any of the foregoing related to the Excluded Plants; (n) all prepayments, prepaid expenses and deferred items, refunds, rights, claims, credits, causes of action or action, condemnation proceedings, rights of set-off or other rights against third parties (other than Tax refunds and credits), including without limitation any rights concerning any litigation in which, in connection with or with respect to the Business, any Sellers is a claimant, including without limitation, those identified on Schedule 2.1(n), except Bankruptcy Code avoiding power actions and claims; (o) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with the operation of the Business or affecting the Equipment; (p) all computer hardware, software programs, databases and other technology assets whether owned, licensed (subject to applicable restrictions), leased or internally developed and all documentation related to such computer software programs and databases used or held for use by Sellers and wherever located, including any of the foregoing related to the Excluded Plants; (q) that portion of any refunds or refunded pre-payments related to the Insurance Policies equal to the relative value of the Purchased Assets compared to the Excluded Assets; (r) any and all assets held in a VEBA (as described in Section 501(c)(9) of the Code) or other trust or welfare benefit fund used to fund medical, dental, disability, or other welfare benefits for active or retired employees but only if and to the extent such assets have not been used to pay benefits under any disability plan that is funded through the VEBA (determined as of the signing of this Agreement) as of the date Republic no longer has any obligations to participants under such plan; (s) to the extent that the Cartersville Asset Sale is consummated after the Closing, all proceeds from the Cartersville Asset Sale; and (t) all air emissions credits and allowances Sellers have, are entitled to or have applied for, relating to or arising from the Purchased Assets or other emissions units now or previously located on the Assumed LiabilitiesReal Property, including unliquidated rights under manufacturers’ any such air emissions credits and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectivelyallowances that Sellers have credit for or have banked, the “Accounts Receivable”) applied to the extent arising out of the Business; (h) all prepaid assets bank or agreed to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Businesssell or trade.

Appears in 1 contract

Samples: Asset Purchase Agreement (Republic Technologies International Holdings LLC)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and at the Retained SubsidiariesClosing, and Seller agrees to, and to cause the Retained Subsidiaries to, Sellers shall sell, conveyassign, transfer, assign convey and deliverdeliver to the Purchaser, or to one or more Affiliates of the Purchaser designated by the Purchaser at least ten (10) Business Days prior to the Closing, and the Purchaser shall purchase, acquire and accept, or cause to be soldpurchased, conveyedacquired and accepted, transferredfrom the Sellers, 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’ entire right, title and interest of the Sellers, to the extent assignable, in, to and under all of the assets, properties and business, rights of every kind and description, ownedreal, used or held for use primarily in personal and mixed, tangible and intangible, wherever situated, that are Related to the conduct of Business, other than 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) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsincluding: (a) the Owned all Real Property, together with all buildings, fixtures fixtures, structures, signage and improvements Improvements erected thereonor located on or in the Real Property other than the two Arkansas real estate assets (located at 0000 Xxxxxxx Xxx. and 000 Xxxxxx Xxxxxx, Fort Xxxxx, Arkansas) and one Nevada real estate asset (a condominium at 000 Xxxxxxx Xxxxx, Xxxx 0000, Xxx Xxxxx); (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 supplies, spare parts, packaging materials and other inventories used or held for use primarily Related to the Business, including all such items (i) located on the Real Property and (ii) in the conduct transit from suppliers of the Business Business; (collectivelyc) all Equipment Related to the Business, including all Equipment located at or on the “Inventory”Real Property, but excluding that Equipment identified in Section 2.2(n); (d) all Owned Intellectual Property; (e) all rights under all Contracts Related to the Business or the Real Property (other than (x) any intercompany leases or other arrangements, all of which will be terminated by the LeasesSellers prior to the Closing, (y) used or held for use primarily any Collective Bargaining Agreement and (z) any Contracts related to the Benefit Plans), including the Contracts (i) set forth in the conduct Section 4.13(a) of the BusinessSeller Disclosure Schedules or (ii) Related to the Business that are entered into by any Seller between the date hereof and the Closing Date in compliance with the provisions of this Agreement (collectively, including those listed in Schedule 2.02(e) (the “Purchased Assigned Contracts”); provided, however, that any time prior to the Closing Date, the Purchaser may elect to remove any Contract providing for payment or receipt by the Sellers of aggregate annual payments to or from the Sellers in excess of $500,000 that has not been made available to the Purchaser prior to the date of this Agreement from the Contracts that would otherwise be Assigned Contracts pursuant to this Section 2.1(e) by giving reasonably detailed written notice thereof to the Sellers and, upon such designation, each such designated Contract shall cease to be an Assigned Contract and shall be an Excluded Asset for all purposes of this Agreement; (f) all rights, Current Assets as of the Closing Date; (g) all Business Permits to the extent transferable; (h) all Books and Records; (i) all claims, credits, causes of action or action, choses in action, lawsuits, rights of set-off against third parties relating recovery, and other claims of any nature in favor of the Sellers that are Related to or arising from the Business (except for with respect to Excluded Assets), the Purchased Assets or the Assumed Liabilities, including unliquidated all rights under manufacturers’ all warranties, representations, indemnities, guarantees and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiariessimilar rights; (j) all Permits credits, prepaid expenses and security deposits Related to the Business, including any premiums related to the group health plan(s) covering any Business Employees that are necessary prepaid by the Sellers; (k) all of the Sellers’ rights in all publications, including each of the publications referred to in Section 2.1(k) of the Seller Disclosure Schedule, and all of the Sellers rights to prepare, publish, sell and distribute such publications and any other publications, extensions (including websites) or spin offs derived from such publications or related thereto in all languages (collectively, the “Publications”); (l) all inventories of back and current issues of the Publications; editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives; promotional materials, inserts, and direct mail materials; stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs, in the case of each of the foregoing, that are owned by the Sellers and to the operation extent the foregoing relate to the Publications; (m) all circulation, delivery and mailing lists and carrier routes maintained by the Sellers to the extent they relate to any of the Publications, all data related to such lists, all circulation readership studies, audience surveys and research, and all other mailing lists, together with all records, reports and tapes of computer data, in the case of each of the foregoing, that are owned by the Sellers and to the extent the foregoing relate to any of the Publications; (n) all of the advertising contracts, space reservations and insertion orders to the extent they relate to the placement of advertising in any of the Publications with respect to all dates occurring after the Closing Date; (o) all subscriptions and orders to the extent they relate to any of the Publications; (p) all film negatives, disks, art files (including electronic files) and designs that are owned by the Sellers and used in the Business; and (kq) Business Records relating primarily all goodwill and other intangible assets, if any, Related to the BusinessBusiness as a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Media Investment Group Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity 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, transfer to Purchaser (or cause an Affiliate designated by Purchaser and notified to be sold, conveyed, transferred, assigned and delivered, Seller no less than 10 days prior to Buyer at the Closing, provided that Purchaser shall remain liable for the performance of such Affiliate’s obligations), and Purchaser shall (or shall cause its nominated Affiliate to) purchase, acquire and accept from each Asset Selling Entity, free and clear of any Liens other than Permitted all Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in the following assets, properties and business, of every kind and description, rights owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries such Asset Selling Entity (butcollectively, 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 as the Retained Subsidiaries in, to and under same may exist on the following Purchased AssetsClosing Date: (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 all the equipment, vehicles, storage tanksmachinery, molds, tools, dies, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leases) located at owned, leased or licensed by the Real Property Asset Selling Entities and held for use used primarily in the conduct Business, other than information technology assets (collectively, the “Equipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”), all as set forth on Schedule 2.2(a) of the Business and Seller Disclosure Letter; (iib) those assets all other Contracts of Seller related any Asset Selling Entity relating primarily to the Business that are located at its Corporate Technology Center facility located (other than the Real Property Leases, Equipment Leases and Contracts relating to the Excluded Assets) (collectively, the “Assumed Contracts”), and all outstanding purchase orders relating primarily to the Business (other than such purchase orders relating to the Excluded Assets); (c) all Inventory used primarily in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)the Business; (d) the registered trademarks and copyrights and the patents and any applications for the foregoing set forth on Schedule 2.2(d) of the Seller Disclosure Letter and all raw materials, work-in-process, finished goods, supplies and other inventories Intellectual Property used or held for use primarily exclusively in the conduct of the Business (collectively, the “InventoryTransferred Intellectual Property”); (e) all rights under all Contracts (other than the Leases) computer software programs, source codes and user manuals owned, used or held for use primarily in leased by, or licensed to, the conduct Asset Selling Entities, as set forth on Schedule 2.2(e) of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”)Seller Disclosure Letter; (f) all rightscustomer, claimsvendor, creditssupplier, causes contractor, and service-provider lists relating primarily to the Business, and all files, documents and records (including billing, payment and dispute histories, credit information and similar data) to the extent relating primarily to customers, vendors, suppliers, contractors or service-providers of action the Business, and other business and financial records, files, books and documents (whether in hard copy or rights of set-off against third parties computer format) to the extent relating primarily to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesBusiness; (g) the Assumed Intercompany Receivables and all trade accounts receivable loans and other receivables (collectively, the “Accounts Receivable”) advances owing to the extent arising out of the BusinessSeller by any Business Employee who becomes a Transferred Employee; (h) all prepaid assets claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to the extent arising out any of the BusinessPurchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (i) all Business the goodwill of the Business, including the goodwill of the trademarks included in the Transferred Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesProperty; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records advertising, marketing, sales and promotional materials relating primarily to the Business; (k) all property insurance proceeds received or receivable in connection with the damage or complete destruction prior to the Closing of any of the Purchased Assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the cost of repair or replacement and related administrative costs; (l) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2; (m) all assets of the Assumed Plans; (n) the information technology assets owned, used or leased by the Asset Selling Entities set forth on Schedule 2.2(n) of the Seller Disclosure Letter; and (o) all other assets set forth on Schedule 2.2(o) of the Seller Disclosure Letter.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiarieshereof, and Seller agrees tosubject to the exclusions set forth in Section 1.3, 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 Seller shall, and clear of any Liens shall cause its Subsidiaries (other than Permitted Liensany Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliates, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies), 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 and/or its Subsidiaries (other than any Acquired Companies) in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies), wherever located, whether tangible or intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets:”): (ai) the real property listed on Schedule 1.2(a)(i) together with any and all buildings, structures, improvements and fixtures located thereon (the “CP Owned Real Property, together which term shall include all interests and rights of CP appurtenant to such real property and related to the operation of the Business thereon) and (ii) the real property leases listed on Schedule 1.2(a)(ii) and all such real property leases (pursuant to which MW Custom Papers LLC (“CP”) is the lessee) Related to the Business entered into by CP (as lessee) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof (the “CP Real Property Leases”); provided that CP Owned Real Property and CP Real Property Leases shall include all buildingsreal property (other than Timberlands) owned or leased by CP or any Subsidiary of CP that is Related to the Business conducted by or through CP, fixtures and improvements erected thereonnot expressly excluded from this transaction pursuant to any other provision of this Agreement, whether or not such owned or leased real property is listed on Schedule 1.2(a)(i) or Schedule 1.2(a)(ii); (b) all rights under the Leases with respect to the Leased Real Property; (i) the real property listed on Schedule 1.2(b)(i) together with any and all tangible personal buildings, structures, improvements and fixtures located thereon (the “Seller Owned Real Property”, which term shall include all interests and rights of Seller appurtenant to such real 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 related to the Real Property and held for use primarily in the conduct operation of the Business thereon) and (ii) those assets the real property leases (pursuant to which Seller or a Subsidiary of Seller related primarily is the lessee) listed on Schedule 1.2(b)(ii) and all real property leases Related to the Business entered into by Seller (as lessee) or a Subsidiary of Seller (other than CP or an Acquired Company) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof (the “Seller Real Property Leases”); provided that are located at its Corporate Technology Center facility located in MilwaukeeSeller Owned Real Property and Seller Real Property Leases shall include all real property (other than Timberlands) owned or leased by Seller or a Subsidiary of Seller (other than CP or an Acquired Company) that is Related to the Business, Wisconsinand not expressly excluded from this transaction pursuant to any other provision of this Agreement, which are whether or not such owned or leased real property is listed on Schedule 2.02(c1.2(b)(i) or Schedule 1.2(b)(ii); (c) the Timberlands; (d) all machinery, equipment, Computer Hardware (as configured for use in the Business but excluding any Computer Hardware located at Seller’s data center or South Carolina regional IT center), furniture, automobiles, trucks, tractors, trailers, tools and other tangible personal property Related to the Business owned by Seller or any of its Subsidiaries (other than any Acquired Companies), whether located on site at the Owned Real Properties or Leased Real Properties or stored or used off site in the Ordinary Course of the operation of the Business (collectively, the “Purchased Equipment”); (e) all inventories and supplies of raw materials, workworks-in-process, finished goods, supplies supplies, packaging materials, storeroom contents and other inventories inventoried items, whether located on site at the Owned Real Properties or Leased Real Properties or stored or used or held for use primarily off site in the conduct Ordinary Course, in each case Related to the Business; (f) the manufacturing know-how employed by Seller or any of its Subsidiaries exclusively in the Business; (g) all Intellectual Property owned by Seller or any of its Subsidiaries (other than the Acquired Companies) and Related to the Business (the “Purchased Intellectual Property”), including without limitation the Intellectual Property identified on Schedule 1.2(g) and all such Intellectual Property acquired or developed by Seller or any of its Subsidiaries (other than the Acquired Companies) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof; (h) all trade accounts and notes receivable and other receivables as of the Closing Date arising out of the sale or other disposition of goods or services of the Business, to the extent reflected in the Estimated Closing Date Working Capital Statement, as the same may be adjusted in the Closing Date Working Capital Statement; (i) all rights and incidents as of the Closing Date in, to and under all Business Contracts, including but not limited to (i) contracts for the purchase, or the sale, supply or provision, of merchandise, steam, materials, energy supplies or services, including operating, land management and resource management and repair and timber and logging hauling or cutting; (ii) contracts for the purchase or lease of equipment or Computer Hardware (excluding contracts relating to Computer Hardware located at Seller’s data center or South Carolina regional IT center); (iii) contracts relating to franchise, distributorship or sale agency arrangements; (iv) personal property leases; (v) Computer Software licenses; (vi) IP Licenses; (vii) all open purchase and sales orders, but excluding Contracts with employees of the Business who are not Transferred Employees; and (viii) the benefits under Hedging Agreements to the extent Related to the Business or otherwise allocable to the Business; (j) to the extent permitted by applicable Law, all books and records (other than Tax Returns), files (including personnel and workers’ compensation claim files and other employee books and records, or copies thereof, pertaining to Transferred Employees), papers, tapes, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, supplier and customer lists, price lists, historical research, environmental and engineering data and all other printed and written materials Related to the Business; (k) except to the extent the transfer of the following information is prohibited by applicable Law, all Data that is Related to the Business (collectively, the InventoryBusiness Data”); (el) the Permits Related to the Business issued by any Governmental Bodies (to the extent permitted by applicable Law to be transferred); (m) all rights under deferred and prepaid charges and other current assets of the Business, other than those that relate to any Excluded Asset, to the extent reflected in the Estimated Closing Date Working Capital Statement, as the same may be adjusted in the Closing Date Working Capital Statement; (n) all Contracts Computer Software owned by Seller or any of its Subsidiaries (other than the LeasesAcquired Companies) used or held for use primarily in and Related to the conduct of the Business, including those listed in Schedule 2.02(e) Business (the “Purchased ContractsSeller Software”), including without limitation the Computer Software listed on Schedule 1.2(n), and all such Computer Software acquired or developed by Seller or any Subsidiary of Seller (other than an Acquired Company) between the date of this Agreement and the Closing Date in accordance with Section 6.2 hereof; (fo) all rights, claims, credits, causes of action or action, recoveries and 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”) reimbursement to the extent arising out of, relating to or otherwise in any way in respect of, the Purchased Assets or any Assumed Liability including all rights, guaranties, manufacturer and supplier warranties, indemnities and similar rights in favor of Seller or any of its Subsidiaries (other than any Acquired Companies) in respect of any Purchased Asset or any Assumed Liability (but with respect to any Tax refund claim, Tax payment or Tax reduction or credit related thereto, the Businessprovisions of Articles XIV shall apply); (hp) all prepaid assets rights of Seller or any of its Subsidiaries (other than any Acquired Companies) under the Collective Bargaining Agreements, and all Collective Bargaining Agreements entered into after the date hereof and prior to the extent arising out of the BusinessClosing Date in accordance with Section 6.2; (iq) all Business Intellectual Property Rights cash or cash equivalents (“Workers’ Compensation Cash Security”) securing all surety bonds, letters of credit or other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary forms of security used to the operation secure workers’ compensation obligations of the Business; and (kr) Business Records relating primarily all other assets, properties, rights, Contracts and claims of Seller and any of its Subsidiaries (other than any Acquired Companies) of any kind and nature Related to the BusinessBusiness not otherwise described above.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Meadwestvaco Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from Seller and at the Retained SubsidiariesClosing, and Seller agrees to, and to cause the Retained Subsidiaries to, Pfizer shall sell, convey, transfer, assign and delivertransfer (or, or cause in the case of Assumed Contracts, assign) to be soldthe Purchaser and the Purchaser shall purchase, conveyedacquire and accept (and, transferredwhere applicable in case of Assumed Contracts, assigned and delivered, to Buyer at the Closingaccept an assignment) from Pfizer, free and clear of any Liens all Liens, other than Permitted LiensEncumbrances, all of SellerPfizer’s and the Retained Subsidiaries’ rightrights, title and interest inin the Purchased Assets on the Closing Date. The assets, to properties and under rights being purchased, sold, transferred or assumed shall comprise the assets, properties and business, of every kind and description, owned, used rights owned or held for use primarily by Pfizer on the Closing Date set out in the conduct of the Business by Seller or any of the Retained Subsidiaries sub-clauses (buta) to (j) below (collectively, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all rightthe Assumed Liabilities set forth under Section 2.4, title and interest provided however that notwithstanding any other provision of Seller this Section 2 there shall be excluded from the sale those Excluded Assets set forth under Section 2.3 and the Retained Subsidiaries in, to and Liabilities set forth under the following Purchased Assets:Section 2.5. (a) the Owned Real Property, The land and buildings together with all buildingsrights and appurtenances pertaining to such property and all fixtures, fixtures structures, buildings and other improvements erected thereonon the land as set forth in Exhibit C (the “Real Property”); (b) all rights under The storm water retention tank and storm water system drainage pipes and equipment located on the Leases with respect Adjacent Properties and which are connected to and form part of the Leased storm water drainage system for the Real Property;Property and which are identified on the map set forth at Exhibit D (the “Storm Water System”) (ic) all tangible personal property and interests therein, including machinerythe furniture, equipment, furnituremachinery, office equipmentnon-inventory supplies, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel tools and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily used solely in the conduct Facility as set forth in Exhibit E (the “Equipment”), and, subject to Section 2.2, leases relating to such Equipment so leased in connection with the operation 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)Facility; (d) the [****] Contract and 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”)rights under such contract; (e) all rights under all Contracts the Stock (other than if any) held at the Leases) used or held for use primarily in Facility as at the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”)Closing Date; (f) all rightsGovernmental Authorizations legally capable of being transferred (subject to Sections 2.2, 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’ 4.1 and vendors’ warranties7.8) set forth in Exhibit F; (g) all trade accounts receivable transferable rights (subject to Section 2.2) of Pfizer under or pursuant to all warranties (collateral or otherwise including for the avoidance of doubt such rights set out in the [****] Agreement(s) and other receivables (collectivelythe [****] Agreement(s)), the “Accounts Receivable”) representations and guarantees against suppliers, manufacturers and contractors to the extent arising out of affecting the BusinessPurchased Assets; (h) all prepaid assets vendor lists relating solely to the Facility, and all files and documents (including credit information) relating solely to such vendors, and to the extent arising out permitted by Law, all books and records relating solely to the Purchased Assets, save for any such vendor lists, files, documents, books and records relating to Excluded Assets or Retained Liabilities or any Pfizer products or Pfizer product materials (the “Excluded Books and Records”); provided, however, that (A) Pfizer may retain a copy of (1) all financial records of Pfizer and its Affiliates (whether or not such records relate to the Purchased Assets), (2) any other books and records to the extent necessary for tax, accounting, litigation, environmental, health and safety or other valid business purposes and (3) any correspondence to, with or from any Person and (B) any attorney work product, attorney-client communications and other items protected by privilege and any documents that were received from third parties in connection with their proposed acquisition of the BusinessPurchased Assets or that were prepared by Pfizer or its Affiliates in connection therewith shall be excluded; (iA) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned the databases and software programs, source codes and user manuals owned, used, leased by or licensed to Pfizer (in the Purchased Subsidiaries;case of leases or licences, to the extent that they are assignable or consent to assignment has been obtained), and used solely in respect of the manufacturing equipment located at the Facility and set forth in Exhibit G; and (B) the computer hardware used solely in respect of the manufacturing equipment located at Facility, as set forth in Exhibit H; and (j) all Permits The originals or copies of the Design Documents and the Expansion Design Documents (excluding any intellectual property in such Design Documentation or Expansion Design Documentation but on the basis that are necessary Pfizer hereby provides a royalty free non-exclusive, non sub-licensable (except to its Affiliates) worldwide licence of its Intellectual Property in the Expansion Design Documentation to the operation of the Business; and (k) Business Records relating primarily extent it owns or is entitled to the Businessuse such Intellectual Property and can so licence without breaching any legal obligation by which it is bound).

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from at the Closing, Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, convey, transfer, assign and delivertransfer to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from Seller, free and clear of any Liens other than Permitted all Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under in the following assets, properties and business, of every kind and description, owned, used rights owned or held for use by Seller, in each case, relating primarily in the conduct of to the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 as the Retained Subsidiaries in, to and under same may exist on the following Purchased AssetsClosing Date: (a) the Owned Real Propertyfurniture, together fixtures, equipment, computers, software, machinery and other office related materials owned or leased by Seller and used primarily in the Business, including those located in the Philippines (collectively, the “Equipment”, with all buildingsthe leases relating to any Equipment leased being referred to herein as the “Equipment Leases”), fixtures as specifically set forth and improvements erected thereonitemized on Schedule 2.1(a); (b) all rights under the Leases with respect Contracts relating to the Leased Real PropertyBusiness (other than Contracts relating to the Excluded Assets) (collectively, the “Assumed Contracts”), each as specifically set forth on Schedule 2.1(b); (c) The (i) all tangible personal property and interests thereinPurchased Inventory, including machineryas adjusted, equipmentas set forth on Schedule 2.1(c)(i), 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 the outstanding purchase orders with vendors relating to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsinspecifically set forth on Schedule 2.1(c)(ii) (the “Inventory Purchase Orders”), which are listed on Schedule 2.02(c)includes Paid In-Transit Inventory and Unpaid In-Transit Inventory; (d) all raw materialsTrademarks, work-in-processCopyrights, finished goods, supplies Patents and other inventories Intellectual Property relating to the Business or otherwise used or held for use primarily utilized in the conduct Business, including without limitation the Intellectual Property set forth in Schedule 2.1(d) and including all goodwill associated therewith, all slopers and patterns utilized in the Business, and all claims and rights to damages and profits by reason of infringement of any of the Business foregoing, in each case as they exist anywhere in the world (collectively, the “InventoryTransferred Intellectual Property”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct outstanding purchase orders from customers of the Business, including those listed in Business that are specifically set forth on Schedule 2.02(e2.1(e) (the “Purchased ContractsCustomer Purchase Orders”); (f) all rightstransferable Permits owned, claimsutilized, credits, causes held or maintained by or licensed to Seller (subject to the terms of action or rights of set-off against third parties such Permits) relating directly and predominantly to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesAssets; (g) all trade accounts receivable of Seller’s vendor names and other receivables numbers used in connection with customer orders related to the Business (collectivelyto the extent permitted by the customers), the “Accounts Receivable”all customer, vendor, supplier, contractor, and service-provider lists and contact information (including names, addresses, telephone and facsimile numbers, and e-mail addresses) to the extent arising out relating to the Business, and all files to the extent relating to customers, vendors, suppliers, contractors or service-providers of the Business; (h) all prepaid assets claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to any of the extent arising out Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (i) the goodwill of the Business; (ij) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by advertising, marketing, sales and promotional materials relating to the Purchased SubsidiariesBusiness; (jk) all Permits that are necessary to technology used or utilized in the operation Business, including all designs, methods, techniques, ideas, know-how, research and development, technical data, programs, materials, specifications, processes, inventions (patentable or unpatentable), creations, improvements, works of authorship and other similar materials, and all recordings, drawings, reports, analyses and writings, and other tangible embodiment of the Businessforegoing, in any form whether or not specifically listed herein, and all related technology that is used in, incorporated in, embodied in, displayed by or relates to, or is used or is useful in, the design, development, reproduction, maintenance or modification of, any of the products developed, manufactured, marketed or sold by Seller, whether work in progress, pending application or in final form; (l) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Purchased Inventory, Equipment, the Transferred Intellectual Property, any software and hardware assets relating thereto and any other Purchased Assets; (m) all Intangible Assets set forth on Schedule 2.1(m); (n) all Books and Records in the possession of Seller; (o) all samples produced or developed by Seller, all store bought samples, all showroom samples and the sample library; and (kp) Business Records relating primarily to all outstanding shares of stock of Cinejour (the Business“Cinejour Stock”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Frederick's of Hollywood Group Inc /Ny/)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in the following assets, properties and business, of every kind and description, owned, used rights owned or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries such Asset Selling Entity (butcollectively, 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 as the Retained Subsidiaries in, to and under same may exist on the following Purchased AssetsClosing Date: (a) the Owned real property leasehold interests of the Asset Selling Entities to be assigned to Purchaser, including (x) any prepaid rent, security deposits and options to purchase in connection therewith and (y) the Asset Selling Entities’ right, title or interest in and to any fixtures, structures or improvements appurtenant to such real property (collectively, the “Leased Real Property, together with all buildingsthe leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”), fixtures and improvements erected thereonas set forth on Schedule 2.2(a) of the Seller Disclosure Letter; (b) all rights under the Leases with respect to Real Property set forth on Schedule 2.2(b) of the Leased Real PropertySeller Disclosure Letter; (ic) all tangible Asset Selling Entities Closing Cash, if any, to the extent that it is held in bank accounts dedicated to the Business, net of withholding or similar Taxes, in all countries (other than in the United States, the United Kingdom and Ireland) which levy such Taxes; (d) all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leases) located at owned, leased or licensed by the Real Property Asset Selling Entities and held for use used 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 “InventoryEquipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (e) all rights under all other Contracts relating primarily to the Business (other than the Real Property Leases) used or held for use primarily in , Equipment Leases and Contracts relating to the conduct of the Business, including those listed in Schedule 2.02(eExcluded Assets) (collectively, the “Purchased Assumed Contracts”) and all outstanding purchase orders relating directly and predominantly to the Business (other than such purchase orders relating to the Excluded Assets); (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from Inventory used primarily in the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesBusiness; (g) the registered trademarks and copyrights and the patents and any applications for the foregoing set forth on Schedule 2.2(g) of the Seller Disclosure Letter and all trade accounts receivable and other receivables Intellectual Property used exclusively in the Business (collectively, the “Accounts ReceivableTransferred Intellectual Property); (h) all transferable Permits owned, utilized, held or maintained by or licensed to the Asset Selling Entities (subject to the terms of such Permits) relating primarily to the Business; (i) the computer software programs and source codes owned, used or leased by, or licensed to, the Asset Selling Entities that are set forth on Schedule 2.2(i) of the Seller Disclosure Letter; (j) all customer, vendor, supplier, contractor, and service-provider lists to the extent relating directly and predominantly to the Business, and all files, documents and records (including billing, payment, dispute and credit information and similar data) to the extent relating directly and predominantly to customers, vendors, suppliers, contractors or service-providers of the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent relating directly and predominantly to the Business; (k) all accounts and notes receivable of the Business, including Assumed Intercompany Receivables and all loans and other advances owing to Seller or any of its Affiliates by any Business Employee who becomes a Transferred Employee; (l) all prepaid expenses and deposits and refunds of the Business (other than prepaid insurance) received after the Closing Date; (m) all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising out or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (n) the goodwill of the Business; (ho) all prepaid assets advertising, marketing, sales and promotional materials relating directly and predominantly to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any of the Purchased SubsidiariesAssets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the cost of repair or replacement and related administrative costs and (ii) as provided in Section 5.22 of this Agreement; (jq) all Permits that are necessary rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2; (r) all collective bargaining, union and other similar Contracts covering the Business Employees, but only to the operation extent such Contracts cover Business Employees; (s) all other assets set forth on Schedule 2.2(s) of the BusinessSeller Disclosure Letter; and (kt) Business Records relating primarily to the Businessextent permitted by applicable Law, copies of the personnel records (including all human resources and other records) of each Asset Selling Entity relating to the Transferred Employees of such Asset Selling Entity.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Tyco Electronics Ltd.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees the Seller hereby sells, assigns, transfers, conveys and delivers, to purchase from Seller the Buyer, and the Retained SubsidiariesBuyer hereby purchases, acquires and Seller agrees to, and to cause accepts from the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingSeller, free and clear of any all Liens (other than Permitted Liens), all of Seller’s and the Retained Subsidiaries’ right, title and interest of the Seller and its Affiliates in, to and under all of the assets, properties and business, rights (of every kind and description, owned, ) that are owned or licensed by the Seller or its Affiliates and relate to or are used or held for use primarily in the conduct of connection with the Business by Seller or any of other than 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 rightincluding, title and interest of Seller and the Retained Subsidiaries inwithout limitation, to and under the following Purchased Assetsassets, properties and rights: (a) all website, text releases, photos and other content (whether current or archived) related to or used in connection with the Owned Real Property, together with all buildings, fixtures and improvements erected thereonBusiness (regardless of whether such content is contained on or within Excluded Assets); (b) all rights under the Leases with respect to the Leased Real Business Intellectual Property; (ic) all tangible personal property customer and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property supplier lists (including all interests whether relating to existing or lapsed customers) related to or used in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of connection with the Business and (ii) those assets regardless of Seller related primarily to the Business that whether such lists are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed contained on Schedule 2.02(cor within Excluded Assets); (d) all raw materials, work-in-process, finished goods, supplies Equipment and other inventories inventory related to or used or held for use primarily in connection with the conduct of the Business (collectively, the “Inventory”)Business; (e) all Contracts to which the Seller or any of its Affiliates is a party (including all In-Bound Licenses and Work Product Agreements) that are related to or used in connection with the Business and 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) thereunder (the “Purchased Assigned Contracts”); (f) all rights, claims, credits, causes Accounts Receivable 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’ warrantiesBusiness (other than Intercompany Accounts); (g) all trade accounts receivable and other receivables (collectively, Permits related to or used in connection with the “Accounts Receivable”) to the extent arising out operation of the Business; (h) all prepaid assets Books and Records related to or used in connection with the extent arising out Business (regardless of the Businesswhether such Books and Records are contained on or within Excluded Assets); (i) except as set forth in Section 2.2(g), all prepaid expenses related to or used in connection with the Business Intellectual Property Rights other than Business Intellectual Property Rights owned by (the Purchased Subsidiaries“Assigned Prepaid Expenses”); (j) all Permits telephone numbers related to or used in connection with the Business; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by the Seller that are necessary related to or used in connection with the Business, in each case, only to the operation extent related to a Purchased Asset; (l) all rights, recoveries, refunds (other than Tax refunds, in respect of Taxes that are Excluded Liabilities), counterclaims, rights to offset, choses in actions, rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment or components thereof, other rights and claims (whether known or unknown, matured or unmatured, contingent or accrued) against third parties, in each case, that are related to or used in connection with the Business; and (km) all other intangible rights and properties, including goodwill of the Business Records relating primarily as a going concern and e-mail, website, Internet, facsimile and telephone numbers, listings and addresses, in each case, that are related to or used in connection with the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medialink Worldwide Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to the conditions of this Agreement, Buyer agrees at the Closing Time the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from Seller the Vendor, the undertaking, property and assets of the Retained Subsidiaries, and Seller agrees to, and to cause Autocarz Business (excluding 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, Excluded Assets) of every kind and descriptiondescription and wherever located (collectively, 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 . The Purchased Assets include the Vendor’s right, title title, benefit and interest of Seller and the Retained Subsidiaries in, to and under in the following Purchased Assetsassets of the Autocarz Business: (a) all of the Owned Real PropertyIntellectual Property used in connection with the Autocarz Business as set out in the Disclosure Letter, together including: (i) the Autocarz software platform; (ii) the trade names “eBunch Data and Development” and “eBunch”; (iii) the domain name “xXxxxx.xx” and the web site “xXxxxx.xx” and any other Domain Names and Social Media Accounts used in the Autocarz Business; and (iv) all telephone and facsimile numbers associated with all buildings, fixtures and improvements erected thereonthe Autocarz Business; (b) all rights under the Leases with respect Contracts relating to the Leased Real PropertyAutocarz Business as set out in the Disclosure Letter (the “Assumed Contracts”); (ic) all tangible personal property cash, security deposits and interests thereinearned deposits placed with the Vendor prior to or on the Closing Date for the performance of any Assumed Contract or any services to be delivered to a customer of the Vendor on or after the Closing Date, 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 as set out 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)Disclosure Letter; (d) all raw materials, work-in-process, finished goods, supplies Books and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”)Records; (e) all rights under all Contracts (other than customer and supplier lists for the Leases) used or held for use primarily in the conduct of the Autocarz Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rightsphysical and digital sales and marketing assets, claims, credits, causes of action or rights of set-off against third parties including all digital ads and landing pages relating to or arising from the Purchased Assets or Autocarz Business, and one laptop computer used by the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties;Transferred Employee that is responsible for marketing matters; and (g) all trade accounts receivable and other receivables (collectivelythe Autocarz Business as a going concern, including the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the BusinessGoodwill.

Appears in 1 contract

Samples: Asset Purchase Agreement

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, 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 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, held or used or held for use primarily in the conduct of the Pahrump Casinos Business by Seller or any of the Retained Subsidiaries as the same shall exist on the Closing Date (but, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased SubsidiaryAssets) (the “Purchased Assets”), including . Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased that are owned, held or used in the conduct of the Pahrump Casinos Business (but excluding any Excluded Assets:): (a) the Owned Working Capital of the Pahrump Casinos Business; (b) the Real Property, together with all buildings, fixtures and improvements erected thereon, at each of Terrible’s Town Pahrump and Terrible’s Lakeside Nevada in each case located at the address set forth on Section 2.02(b) of the Disclosure Schedule; (bc) 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) therein located at the Real Property of Terrible’s Town Pahrump and held for use primarily in the conduct Terrible’s Lakeside Nevada including, without limitation, all Gaming Devices listed on Section 2.02(c) 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)Disclosure Schedules; (d) all raw materials, work-in-process, finished goods, supplies and spare parts and other inventories used or held for use primarily in the conduct inventories, including food and beverages, and maintenance and housekeeping supplies of the Pahrump Casinos Business (collectively, located at the “Inventory”)Real Property at each of Terrible’s Town Pahrump and Terrible’s Lakeside Nevada; (e) all rights under all Contracts contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments (other than collectively, the Leases“Contracts”) used or held for use primarily in the conduct of the Business, including those listed in on Schedule 2.02(e) (of the “Purchased Contracts”)Disclosure Schedule; (f) all rights, claims, credits, causes of action or rights of set-off against third parties trade accounts receivable and the receivables to the extent relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesPahrump Casinos Business described on Exhibit C; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out relating to the Pahrump Casinos Business described on Exhibit C; (h) all Business Intellectual Property Rights of the BusinessPahrump Casinos Business listed on Schedule 2.02(h) of the Disclosure Schedule; (i) all Business Intellectual Property Rights transferable licenses, permits or other than Business Intellectual Property Rights owned by governmental authorizations listed on Schedule 2.02(i) of the Purchased SubsidiariesDisclosure Schedule; (j) all Permits that are necessary books, records, files and papers, including customer databases, in the same format the Seller and its Subsidiaries maintain the same in the course of operating the Business, including any information relating to any Tax imposed on the operation Purchased Assets; (k) all rights, titles and assets of the Employee Plans set forth on Section 2.02(k) of the Disclosure Schedules (“Assumed Plans”); (l) all gaming chips and tokens, including, without limitation, all (i) Gaming Device tokens not currently in circulation and (ii) “reserve” chips, if any, not currently in circulation; (m) all motor vehicles owned or leased by Seller and used or held for use in the conduct of the Pahrump Casino Business, including the vehicles listed in Section 2.02(m) of the Disclosure Schedules (the “Vehicles”); and (kn) Business Records relating primarily an amount of Pahrump Casinos Cash equal to the BusinessTarget Pahrump Casinos Cash.

Appears in 1 contract

Samples: Asset and Equity Purchase Agreement (Affinity Gaming, LLC)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transferassign, assign deliver and delivertransfer to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser), and Purchaser shall (or shall cause to be soldone or more of its permitted assignees to) purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, in and to and under all of the assets, properties (whether real or personal) and businessrights, of every kind other than the Excluded Assets and descriptionthe Equity Interests, owned, which are used or held for use primarily in the conduct of Business or the Business by Seller or any of the Retained Subsidiaries L Tape Product Line, tangible and intangible, wherever located (butcollectively, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all of such right, title and interest of Seller in and to the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon; (b) all rights under leasehold interests of 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 Asset Selling Entities 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 real property set forth on Schedule 2.02(c); (d2.2(a) and all raw materials, work-in-process, finished goods, supplies and other inventories real property used or held for use primarily in the conduct of the Business Business, including (x) any prepaid rent, security deposits and options to renew or purchase in connection therewith and (y) any fixtures, structures or improvements appurtenant to such real property (collectively, the “InventoryLeased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”); (eb) the Real Property set forth on Schedule 2.2(b) and all rights under all Contracts (other than the Leases) Real Property used or held for use primarily in the conduct Business; (c) all personal property and interests, including all the equipment, vehicles, machinery, tools, spare parts, furniture and other tangible personal property used or held for use primarily in the Business and such equipment, tools and spare parts of the Business, including those listed in L Tape Product Line as set forth on Schedule 2.02(e2.2(c) (collectively, the “Purchased ContractsEquipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (d) the Contracts relating primarily to the Business or the L Tape Product Line (collectively, the “Assumed Contracts”), and all outstanding purchase orders relating primarily to the Business or the L Tape Product Line; (e) all Inventory of the Business; (f) the registered trademarks, copyrights and patents set forth on Schedule 2.2(f) and all rights, claims, credits, causes of action other Intellectual Property used or rights of set-off against third parties relating to or arising from held for use primarily in the Purchased Assets Business or the Assumed LiabilitiesL Tape Product Line (collectively, including unliquidated rights under manufacturers’ and vendors’ warrantiesthe “Transferred Intellectual Property”); (g) all trade accounts receivable and other receivables (collectivelyPermits owned, the “Accounts Receivable”) utilized, held or maintained by or licensed to the extent arising out Asset Selling Entities (subject to the terms of such Permits) relating primarily to the BusinessBusiness or the L Tape Product Line; (h) all prepaid assets to the extent arising out of databases and software programs, source codes and user manuals used or held for use primarily in the BusinessBusiness or the L Tape Product Line; (i) all customer, vendor, supplier, contractor, and service-provider lists to the extent relating primarily to the Business Intellectual Property Rights or the L Tape Product Line, and all files, documents and records (including billing, payment and dispute histories, credit information and similar data) to the extent relating primarily to customers, vendors, suppliers, contractors or service-providers of the Business or the L Tape Product Line, and other than business and financial records, files, books and documents (whether in hard copy or computer format) to the extent primarily relating to the Business Intellectual Property Rights owned by or the Purchased SubsidiariesL Tape Product Line; (j) the accounts and notes receivable of the Business and the L Tape Product Line, including all Permits that are necessary loans and other advances owing to Seller or any Asset Selling Entity by any Business Employee who becomes a Transferred Employee; (k) all prepaid expenses and deposits and refunds receivable of the Business and the L Tape Product Line, except as otherwise provided for in Section 2.4(xv); (l) all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (m) the goodwill of the Business and the L Tape Product Line; (n) all advertising, marketing, sales and promotional materials relating primarily to the operation Business or the L Tape Product Line; (o) all insurance proceeds received or receivable under any insurance policy (other than any Tyco Captive Policy) written prior to the Closing Date in connection with (I) the damage or complete destruction of any of the BusinessPurchased Assets prior to the Closing that would have been included in the Purchased Assets but for such damage or complete destruction, and (II) any Assumed Liability (it being understood and agreed that Purchaser shall have the right to require Seller or any of its Affiliates to assert claims under such policies with respect to such matters in accordance with Section 5.19 hereof); (p) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2; (q) all assets (including insurance policies) of the Assumed Plans and Foreign Plans; (r) all collective bargaining, union and other similar Contracts covering the Business Employees; (s) to the extent permitted by Law, the personnel records (including all human resources and other records) of Transferred Employees; (t) all proceeds (net of expenses incurred in connection with the sale, transfer or settlement) resulting from (A) any sales or transfers from and after the date hereof through the Closing (other than the sale at Closing contemplated by this Section 2.2 or the sale of goods, services or assets in the ordinary course of business generally consistent with existing practices) of any asset that would have been included in the Purchased Assets but for such sale or transfer (which shall also be subject to the other provisions of this Agreement, including Sections 3.7 and 5.2 hereof) or (B) any settlement from and after the date hereof through the Closing of any claims or other causes of action that would have been included in the Purchased Assets but for such settlement (which shall also be subject to the other provisions of this Agreement, including Sections 3.7 and 5.2 hereof); (u) all cash, if any, contributed by Seller in accordance with Section 2.9(a); and (kv) Business Records relating primarily to the Businessall other assets set forth on Schedule 2.2(v).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Tyco International LTD /Ber/)

Purchase and Sale of the Purchased Assets. Except Subject to Section 2.06(a) or as otherwise expressly provided belowherein, upon the terms and subject to the conditions of this Agreement, after completion of each of the transactions set forth in Section 2.01, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and agrees to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, deliver to Buyer at the Closing, free and clear of any all Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under (including indirect and other forms of beneficial ownership) the assets, properties assets and businessproperties, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller Business, whether real, personal or any of the Retained Subsidiaries mixed, tangible or intangible, xxxxxx or inchoate, wherever situated, and whether owned, leased or licensed (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) Assets), all as the same shall exist on the Closing Date (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) subject to Section 2.06, (1) all Restaurant Contracts, and (2) subject to Section 5.05, any rights, privileges or claims to the extent relating to the Business under the Shared Contracts (collectively, the “Assumed Contracts”); (b) all Leases relating to the Leased Real Property, with all rights and interests appurtenant thereto; (c) the Owned Real Property, together with all buildings, fixtures and improvements erected thereonincluding any Non-Operating Restaurants that are not sold by Seller as of the Closing Date; (bd) copies of all Tax Returns and other Tax work papers and files related primarily to the Business; (e) except as set forth in Section 2.03(t), (i) all rights under fixtures, furniture, equipment, office supplies, production supplies, spare parts, other miscellaneous supplies, tables, chairs, smallwares, glassware, signs, lights, ornaments, decor, artwork, linen, appliances, tools, machinery, display cases, shelves, cabinets, racks, kitchen equipment and computer hardware, desktop and laptop personal computers, monitors and related computer accessories owned or used by Seller or the Leases with respect to Retained Subsidiaries (collectively, the Leased “Equipment”), in each case located at the Business Real Property or in transit thereto and (ii) all other tangible property of any kind located at the Business Real Property; (if) all tangible personal property and interests thereininventory, including machineryall food, equipmentbeverages, furnituremerchandise (including merchandise on hand that contains the Xxx Xxxxx logo), new materials, uniforms, menus, paper products, supplies (including cooking supplies, cleaning supplies, office equipment, communications equipment, vehicles, storage tanks, spare supplies and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leasespackaging supplies) 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 extent used or held for use primarily in the conduct of the Business or the operation of the Restaurants (collectively, the “Inventory”), owned by Seller or the Retained Subsidiaries and in each case located in the Restaurants or at the Business Real Property or held by, or in transit with, Xxxxxx Food Services, Inc. for the benefit of the Restaurants; (eg) subject to Section 2.06, all rights under all Contracts (other than of Seller’s or its Subsidiaries’ Permits relating exclusively to the Leases) used or held for use primarily in Business and the conduct of the Business, including those listed in Schedule 2.02(e) Business Real Property (the “Purchased ContractsAssigned Permits”); (fh) subject to Section 5.14, except as set forth on Schedule 2.02(h) and except for Intellectual Property Rights, all Business Records and all employee records and files (including all Forms I-9) relating to the Transferred Employees, to the extent the transfer of such employee records and files is not prohibited by applicable Law; (i) the Business Intellectual Property, together with any past, present or future claims or causes of action arising out of or related to Business Intellectual Property; (j) all Cash and Cash Equivalents of the Business and all credit card receivables and other receivables of the Business as of the close of business on the day immediately preceding the Closing Date; (k) all owned or leased motor vehicles used primarily in the operation of the Business and any related lease agreements; (l) subject to Section 5.13, except as set forth on Schedule 2.02(l), all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to or arising from the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; provided, that, with respect to the matters set forth on Schedule 2.02(l), Seller shall keep Buyer reasonably informed and shall reasonably consult with Buyer, and shall not take any action with respect to the resolution of such matters that could reasonably be expected to have an adverse effect on the Business without Buyer’s prior written consent; (gm) all trade accounts receivable insurance, warranty, condemnation and other receivables similar proceeds received on or following the date hereof (collectivelyincluding escrowed proceeds) with respect to damage, nonconformance of or loss to any of the “Accounts Receivable”) Purchased Assets (including any insurance proceeds, whether received prior to the date hereof or otherwise, with respect to Store 521, located at 0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxxx 00000, to the extent arising out not previously applied to the restoration of such site prior to the Businessdate hereof), including with respect to the permanent or temporary closure of any Restaurant, regardless of whether the claim giving rise thereto was made or asserted, or the transaction, event or circumstances giving rise thereto occurred on or after the date hereof; (hn) all prepaid assets expenses and prepaid assets, if any, to the extent arising out of relating to the BusinessBusiness or any other Purchased Asset; (io) all any physical memorabilia related to Xxx Xxxxx founding and history located at the Business Intellectual Property Rights other than Business Intellectual Property Rights owned Real Property, except such physical memorabilia that the Parties mutually agree will be retained by Seller following the Purchased SubsidiariesClosing (the “Seller Memorabilia”); (jp) all Permits goodwill associated with the Business and the Purchased Assets, including all goodwill associated with the Business Intellectual Property; (q) all of the Employee Plans and assets relating to the Employee Plans that are necessary to the operation of the Businessset forth in Schedule 7.04; and (kr) Business Records relating primarily any Tax refunds with respect to the BusinessTaxes that are Assumed Liabilities.

Appears in 1 contract

Samples: Asset and Membership Interest Purchase Agreement (Bob Evans Farms Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller Agreement and the Retained SubsidiariesAncillary Agreements, and at the Closing, the Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or cause to be sold, conveyedassigned, transferred, assigned conveyed and delivered, to Buyer at the ClosingPurchaser, free and clear of any Liens other than Permitted Liensthe Purchaser shall purchase from the Seller, all of the Seller’s and the Retained Subsidiaries’ right, title and interest inin or to the property, to assets and under the assetsrights, properties and business, of every kind and description, ownedin any case, used or held for use primarily in the conduct of the Business by Seller or any of Business, other than the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (collectively, the “Purchased Assets”), including . The Purchased Assets shall include all of the Seller’s right, title and interest of Seller in and to the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned Real Property, together with all buildings, fixtures Property and improvements erected thereonthe lease agreements pertaining to each parcel of Leased Real Property (the “Leases”) (to the extent that the Leases are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer); (b) all rights under the Leases with respect to the Leased Real Property; (i) all furniture, equipment, machinery and other 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 used or held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to at the locations at which the Business that are located at its Corporate Technology Center facility located is conducted and all automobiles, other vehicles and rolling stock used or held for use primarily in Milwaukeethe conduct of the Business; (c) all inventory and finished goods of the Business, Wisconsinincluding, which are listed on Schedule 2.02(c)without limitation, all inventories of completed and partially completed (work-in-progress) books, games, educational and training materials, raw materials, other literary works of the Seller used or intended to be used primarily in the Business, and other materials and supplies; (d) any and all raw accounts receivable, notes receivable and other amounts receivable (net of any allowances or discounts) from third parties which are not Affiliates of the Seller arising solely from the conduct of the Business, and the full benefit of all security therefor; (e) the full benefit of all prepaid expenses, other than any prepaid expenses related to Excluded Assets; (f) all (A) books of account, general, financial and personnel records, invoices, shipping records, sales and promotional literature, databases, reviews, editorials, materials, work-in-processauthor correspondence, finished goodsauthor project files, supplies supplier and customer lists, correspondence and other inventories documents, records, data, files and service manuals either (i) pertaining to the Business and located at the principal places where the Business is conducted or (ii) pertaining solely to the Business and located elsewhere (except that the Seller shall have the right to retain copies of the documents, materials and data relating to the conduct of the Business prior to the Closing Date) and (B) all minute books of Groupe Modulo, including certificates of incorporation, registers and share certificate books; (g) to the extent assignable, all claims, causes of action, rights of recovery, rights of set-off and other similar rights of any kind (including without limitation, rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to or arising out of the Business; (h) all contracts, agreements, leases, licenses, purchase or customer orders, commitments and other legally binding instruments pertaining to the Business (collectively, the “Contracts”) (to the extent that the Contracts are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer) provided that to the extent the Contracts are not assignable or transferable they will be held in trust pursuant to Section 6.10; (i) all permits, licences, approvals, consents, authorizations, registrations, certificates or franchises used or held for use primarily in the conduct of the Business (collectively, the “InventoryPermits) (to the extent that the Permits are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer); (ej) to the extent assignable, all rights under all Contracts (other than the Leases) computer software and programs 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; (h) all prepaid assets to the extent arising out of the Business; (ik) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the BusinessSeller; and (kl) the goodwill of the Business Records relating primarily together with the exclusive right to represent the Purchaser as carrying on the Business as successor to the BusinessSeller and the exclusive right to use the name “XXXXXX”, or any variations thereof or as part of any acronyms, in connection with the Business in Canada and the United States (which, for greater certainty, shall not include any right, title or interest in and to the name “XXXXXX”, or any variations thereof or as part of any acronyms, in Australia or New Zealand or any trademarks, service marks, domain names, trade names, trade class, company names or other identifiers of source or goodwill containing, incorporating or associated with the foregoing in Australia or New Zealand).

Appears in 1 contract

Samples: Purchase Agreement (Thomson Corp /Can/)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowIn addition to the purchase of the Conveyed Entity Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from Seller at the Closing, Selling Subsidiary 1 and the Retained SubsidiariesSelling Subsidiary 2 shall, and Seller agrees to, and to shall cause the Retained Subsidiaries their Affiliates to, sell, convey, transfer, assign and delivertransfer to GP/Asset Purchaser, or cause to be soldand GP/Asset Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from Selling Subsidiary 1 and Selling Subsidiary 2 and their Affiliates, free and clear of any all Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under in all of the assets, properties and businessrights primarily relating to the Purchased Assets Business (collectively, 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”), as the same may exist on the Closing Date, including all right, title and interest of Seller and but not limited to the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned rights, titles and interests (including the leasehold estates) of Selling Subsidiary 1 or Selling Subsidiary 2 and their Affiliates in and to (i) the Real Property Leases and the Leased Real Property, together with all buildingsincluding (x) any prepaid rent, fixtures security deposits and options to purchase in connection therewith and (y) the right, title or interest of Selling Subsidiary 1 or Selling Subsidiary 2 and their Affiliates in and to any fixtures, structures or improvements erected thereon; (b) all rights under the Leases with respect appurtenant to the Leased Real Property, as set forth on Schedule 2.2(a)(i) of the Seller Disclosure Letter, and (ii) the Owned Real Property, as set forth on Schedule 2.2(a)(ii) of the Seller Disclosure Letter; (ib) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture, IT Assets and other tangible property personal property, in each case, owned by Selling Subsidiary 1 or Selling Subsidiary 2 and their Affiliates and primarily relating to the Purchased Assets Business (collectively, the “Equipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (c) all other Contracts (including all interests in personal property underlying capital leasesoutstanding purchase orders primarily relating to the Purchased Assets Business (other than such purchase orders relating to the Excluded Assets)) located at to which Selling Subsidiary 1, Selling Subsidiary 2 or any of their Affiliates is a party, or by which Selling Subsidiary 1, Selling Subsidiary 2 or any of their Affiliates is bound, primarily relating to the Purchased Assets Business (other than the Real Property Leases, the Equipment Leases, the Contracts relating to the Excluded Assets and held for use primarily in the conduct Excluded Contracts) (collectively, the “Assumed Contracts”), including those set forth on Schedule 2.2(c) 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)Disclosure Letter; (d) all raw materialsInventory primarily related to the Purchased Assets Business, workincluding a supply of Electrodes at each Mill consistent with a twenty-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business one (collectively, 21) day supply at each such Mill based on historical consumption levels at such Mill (the “Purchased Assets Inventory”); (e) all rights under all Contracts (other than Intellectual Property owned by Selling Subsidiary 1 or Selling Subsidiary 2 and their Affiliates and primarily relating to the Leases) used or held for use primarily in the conduct of the Purchased Assets Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rightstransferable Permits owned, claimsutilized, credits, causes held or maintained by or licensed to Selling Subsidiary 1 or Selling Subsidiary 2 (subject to the terms of action or rights of set-off against third parties such Permits) relating primarily to or arising from the Purchased Assets or Business (the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesPermits”); (g) (i) sole ownership of all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) Business Records to the extent arising out relating primarily to the Purchased Assets Business and all originals and copies of the Businessforegoing (provided that Seller, Selling Subsidiary 1 or Selling Subsidiary 2 may keep one copy, solely to the extent such retention is required by applicable Law or for audit or evidentiary purposes; provided, further, that use of and access to same shall be limited to the above purposes) and (ii) co-ownership (with each Party retaining the right to use and license the same without restriction) of any Business Records otherwise relating to the Purchased Assets Business and a copy of all of the same in a mutually-agreed format and media, in each case, subject to Section 5.7; (h) the Accounts Receivable, Assumed Intercompany Receivables and all prepaid assets loans and other advances owing to the extent arising out of the BusinessSelling Subsidiary 1 or Selling Subsidiary 2 by any Purchased Assets Business Purchaser Employee; (i) all prepaid expenses and deposits and refunds primarily relating to the Purchased Assets Business Intellectual Property Rights (other than Business Intellectual Property Rights owned by the Purchased Subsidiariesprepaid insurance); (j) all Permits claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) primarily relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by GP/Asset Purchaser as of the Closing Date; (k) the goodwill of the Purchased Assets Business; (l) all property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any of the Purchased Assets that are necessary would have been included in the Purchased Assets at the Closing but for such damage or complete destruction prior to the operation Closing; (m) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the BusinessEquipment; (n) all assets of the Purchaser Assumed Benefit Plans; and (ko) Business Records relating primarily all other assets set forth on Schedule 2.2(o) of the Seller Disclosure Letter. After the Closing Date, subject to Section 5.16, the BusinessSelling Subsidiaries shall, and shall cause their Affiliates to, take all actions reasonably necessary to promptly transfer or convey any Purchased Assets after the Closing that are not transferred to GP/Asset Purchaser at the Closing.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Commercial Metals Co)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowset forth on Schedule 1.2(a), upon on the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiariesset forth herein, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear one or more of any Liens its Subsidiaries (other than Permitted Liensan Acquired Company) to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, or the applicable Subsidiary or Subsidiaries of Seller (other than an Acquired Company), 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, or the applicable Subsidiary or Subsidiaries of Seller and the Retained Subsidiaries (other than an Acquired Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business, but excluding the Excluded Assets (collectively, the "PURCHASED ASSETS"), including by way of example and not limitation, all of the following Purchased Assets:assets, properties, rights, Contracts and claims of Seller or its Subsidiaries (other than an Acquired Company): (a) (i) the Owned Real Property, real property listed on Schedule 1.2 (i) together with any and all buildings, structures, improvements and fixtures located thereon (together with any of the foregoing owned by the Acquired Companies, the "OWNED REAL PROPERTY") and (ii) the real property leases listed on Schedule 1.2(a)(ii) and, to the extent covered by such leases, any and all buildings, structures, improvements erected thereonand fixtures located thereon (together with any of the foregoing leased by the Acquired Companies, the "REAL PROPERTY LEASES"); (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 equipmentautomobiles, communications equipmenttrucks, vehiclestractors, storage tankstrailers, spare and replacement parts, fuel tools 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 Related to the Business that are located at its Corporate Technology Center facility located in Milwaukee(collectively, Wisconsin, which are listed on Schedule 2.02(cthe "PURCHASED EQUIPMENT"); (dc) all inventories and supplies of raw materials, workworks-in-process, finished goods, supplies spare parts, supplies, storeroom contents and other inventories used or held for use primarily in inventoried items Related to the conduct Business; (d) all trade accounts and notes receivable and other receivables (other than those associated with Seller's accounts receivables securitization program described on Schedule 1.2(d)) as of the Business (collectively, Closing Date arising out of the “Inventory”)sale or other disposition of goods or services Related to the Business; (e) all rights under all Contracts deposits and prepayments Related to the Business (other than (i) any deposits made in connection with any Seller Employee Benefit Plan or, to the Leasesextent specifically provided otherwise herein, any Acquired Company Plan and (ii) used deposits of cash or held for use primarily cash equivalents in bank accounts, prepaid insurance premiums, prepaid interest, prepaid Taxes, or refunds or credits of Excluded Taxes (except to the conduct of the Business, including those listed extent such Tax items are reflected as an asset in Schedule 2.02(e) (the “Purchased Contracts”Final Closing Date Working Capital)); (f) all rightsrights and incidents of interests of, claimsand benefits accruing to, creditsSeller or any Subsidiary of Seller (other than an Acquired Company) as of the Closing Date in, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilitiesand under all Business Contracts, including unliquidated rights under manufacturers’ personal property leases and vendors’ warrantiesall open purchase and sales orders Related to the Business; (g) all trade accounts receivable Intellectual Property Related to the Business, including the Intellectual Property identified on Schedule 1.2(g), and all rights thereunder, including the right to bring suit and recover for the past infringement thereof, other receivables than any rights primarily related to any Existing Litigation (collectively, the “Accounts Receivable”) to the extent arising out of the Business"PURCHASED INTELLECTUAL PROPERTY"); (h) all prepaid assets books and records (other than Tax Returns) or true and correct copies thereof, including all computerized books and records, and all files, papers, tapes, disks, keys, correspondence, reports, plans, drawings and specifications, invoices, forms, customer records, catalogs, sales, promotional and advertising materials, technical data, operating records, operating manuals, instructional documents, employee files (to the extent arising out of permitted under applicable Law) for Transferred Employees and other printed or written materials, in each case, Related to the BusinessBusiness and to the extent available to Seller or its Subsidiaries; (i) all subject to Section 10.3(b), Permits Related to the Business Intellectual Property Rights other than Business Intellectual Property Rights owned by (such Permits, the Purchased Subsidiaries"TRANSFERRED PERMITS"); (j) all Permits rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets, other than any of the foregoing that are necessary primarily relate to any Excluded Asset or Excluded Liability; (k) all claims, defenses, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment Related to the operation Business or primarily related to the Purchased Assets or Assumed Liabilities, other than any of the Businessforegoing that primarily relate to any Excluded Asset or Excluded Liability; (l) all equity interests held by Seller or any of its Subsidiaries (other than an Acquired Company) in the joint ventures identified on Schedule 1.2(l) (such equity interests being referred to as the "TRANSFERRED JV INTERESTS" and the joint ventures being referred to as the "TRANSFERRED JVS"); (m) assets held or set aside specifically to fund any liabilities assumed pursuant to Section 10.1 and Section 1.4 (including, without limitation, any assets set aside by any Acquired Company under any severance plan of the Seller) and any trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations under, any Acquired Company Plan; and (kn) the Business Records relating primarily to the Businessas carried on and conducted by Seller and its Subsidiaries (other than an Acquired Company) as a going concern, including any and all goodwill.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Wix Filtration Media Specialists, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and at the Retained SubsidiariesClosing, and Seller agrees to, and to cause the Retained Subsidiaries to, Abbott shall sell, convey, transferassign, assign transfer and deliver, or cause its Affiliates to be soldsell, conveyedconvey, transferredassign, assigned transfer and delivereddeliver, to Buyer at GE or one or more of its Affiliates (A) the Closing, Business Intellectual Property and the GE Mixed-Use Intellectual Property and (B) free and clear of any Liens Encumbrances (other than Permitted Liens, Encumbrances) (i) all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, rights and properties of Abbott and businessits Affiliates, of every kind and descriptiondescription (other than Intellectual Property, ownedwhich is addressed in clause (A) above, and those assets, rights and properties that are addressed in clauses (B)(ii) and (B)(iii) below) and wherever located, whether tangible or intangible, real, personal or mixed, that (except as otherwise expressly set forth in this Agreement or the Ancillary Agreements) are used or held for use primarily in connection with, or primarily related to, the conduct Business, (ii) the Owned Business Real Property and Leased Business Real Property and (iii) all the animals, aliquots of cell-lines and antisera that are used exclusively in connection with, or related exclusively to, the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 GE or one or more of Seller and its Affiliates shall purchase the Retained Subsidiaries in, to and under the following Purchased Assets, including the following: (a) all of the Owned Real Property, together with all buildings, fixtures and improvements erected thereonassets reflected on the Closing Date Balance Sheet; (b) all rights under of Abbott and its Affiliates in the Leases with respect to Abbott Products; (c) the Leased furniture, fixtures, office equipment and laboratory equipment located at the Owned Business Real Property; (id) all tangible personal property and interests therein, including machinery, equipment, the furniture, fixtures, office equipment, communications equipment, vehicles, storage tanks, spare equipment and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) laboratory equipment located at the Leased Business 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”)Property; (e) all rights under all Contracts (other than the Leases) used or held for use primarily of Abbott and its Affiliates in the conduct installed instrument bases of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”)Abbott Products; (f) all rightscomputer software, claimsdata and information, creditsand all related hardware, 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’ warrantiesin each case as set forth on Schedule 2.1(f); (g) all other tangible personal property, including machinery, equipment, training materials and equipment, mechanical and spare parts, supplies, owned and leased motor vehicles, mobile phones and personal digital assistants used by the Transferred Employees, fixtures, trade accounts receivable fixtures, tools, tooling, dyes, production supplies and other receivables (collectivelytangible property of any kind, the “Accounts Receivable”) to the extent arising out of in each case used primarily in connection with, or related primarily to, the Business; (h) all prepaid assets subject to Section 7.8 and Section 7.9(a) and except as set forth in Section 2.2, any Contract to the extent arising out used in the Business (a “Business Contract”); (i) the Registrations to the extent used in, or related to, the Business supported by and including: (i) the original documents and all related data, records, and correspondence under the possession of Abbott or its Affiliates (or that are accessible to Abbott or its Affiliates using commercially reasonable efforts) evidencing the Registrations issued to Abbott or its Affiliates by a Governmental Authority, in each case to the extent assignable with or without the Consent of the issuing Governmental Authority; and (ii) all related Registration applications, clinical research and trial agreements, data results and records of clinical trials and marketing research, design history files (including the redbooks), technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, packaging specifications, quality control standards and other documentation, research tools, laboratory notebooks, files and correspondence with regulatory agencies and quality reports, and all relevant pricing information and correspondence with Governmental Authorities with respect to such pricing matters; (j) subject to Section 7.6(a), all product labeling, advertising, marketing and promotional materials and all other printed or written materials used primarily in connection with, or related primarily to, the Business; (k) subject to Section 7.9(b) and except for intercompany receivables between Abbott and any of its Affiliates, or between any Affiliate of Abbott and any other Affiliate of Abbott (including those (i) between Abbott and its Affiliates, on the one hand, and the Abbott Diagnostics Division Business or the Abbott Point of Care Business, on the other hand, or (ii) between the Abbott Diagnostics Division Business and the Abbott Point of Care Business), all accounts, notes and other receivables resulting from sales by Abbott or its Affiliates of products or services to the extent generated by, or related to, the Business, whether current or noncurrent, including any value added Taxes or similar Taxes levied on such accounts receivable, any unpaid interest accrued on such accounts receivable and all file documentation related to such accounts, notes and other receivables, including invoices, shipping documents, communications and correspondence submitted to or received from customers related to such sales; (l) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Business Intellectual Property Rights or, to the extent related to the Business, GE Mixed-Use Intellectual Property), in each case to the extent arising from, or related to, the Business, except to the extent any of the foregoing relate to (i) Excluded Assets or Excluded Liabilities or (ii) intercompany receivables between Abbott and any of its Affiliates, or between any Affiliate of Abbott and any other Affiliates of Abbott (including those (i) between Abbott and its Affiliates, on the one hand, and the Abbott Diagnostics Division Business or the Abbott Point of Care Business, on the other hand, or (ii) between the Abbott Diagnostics Division Business and the Abbott Point of Care Business); (m) all inventories, including raw materials, works in process, semi-finished and finished Xxxxxx Products, stores, replacement and spare parts, packaging materials (subject to Section 7.6), operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used primarily in connection with, or related primarily to, the Abbott Products; (n) all prepayments, security deposits, refunds (other than any refunds with respect to Taxes to which Abbott is entitled pursuant to Section 9.4) and prepaid expenses, in each case to the extent used in, or related to, the Business; (o) all income, royalties and payments receivable with respect to any Business Intellectual Property Rights owned by or any GE Mixed-Use Intellectual Property to the Purchased Subsidiariesextent related to the Business; (jp) copies of all Books, Records and Files (other than income and similar Tax Returns and related Books, Records and Files), to the extent used in, or related to, the Business; provided, however, that Abbott and its Affiliates may redact any information to the extent used in, or related to, the Excluded Assets or Abbott Other Businesses from Books, Records and Files and similar materials conveyed pursuant to this Section 2.1(p); provided, further, that such redaction shall not impair any information related to the Business contained in such Books, Records and Files and similar materials; (q) other than to the extent related to the Excluded Assets or Abbott Other Businesses, all permits, licenses, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing, accrediting and certifying agencies, in each case to the extent transferable and used in, or related to, the Business; (r) all Permits that are necessary claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to inventory sold or delivered to Abbott or any Affiliate of Abbott prior to the operation Closing, in each case to the extent used in, or related to, the Business; (s) copies of Tax Returns and other materials set forth on Schedule 2.1(s); provided, however, that Abbott and its Affiliates may redact any information to the extent used in, or related to, the Excluded Assets or Abbott Other Businesses from Tax Returns and similar materials conveyed pursuant to this Section 2.1(s); provided, further, that such redaction shall not impair any information related to the Business contained in such Tax Returns and similar materials; (t) all goodwill of the BusinessBusiness as a going concern; and (ku) Business Records relating primarily to all rights of GE and its Affiliates arising under this Agreement, the BusinessAncillary Agreements or from the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Transaction Agreement (Abbott Laboratories)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees at the Closing (as hereinafter defined), Seller hereby sells, assigns, transfers, conveys and delivers to purchase from Seller and the Retained SubsidiariesBuyer, and Seller agrees toBuyer hereby purchases, acquires 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 Closingaccepts from Seller, free and clear of any Liens mortgage, lien, pledge, charge, security interest, adverse claim or other than Permitted encumbrance in respect of such property or asset (collectively, “Liens”), all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, rights of every kind and description, ownedreal, personal and mixed, tangible and intangible, wherever situated, that are used in or held for use primarily in related to the conduct of Business, other than 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) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsassets, properties and rights: (a) the Owned Real Propertyall inventory, 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 supplies, spare parts and other inventories used in or related to the Business, including all such items located on any real property owned or leased by Seller, in transit from suppliers of the Business, held for delivery by suppliers of the Business, or held for use primarily on consignment by third parties; (a) (b) all machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, vehicles, tooling, tools, molds, office equipment, computers, telephones and all other items of tangible personal property, in the conduct of each case related to the Business including without limitation those items set forth on Schedule 1.1(b) (the “Tangible Personal Property”); (c) all written agreements, contracts, licenses, equipment leases, commitments, arrangements or understandings, written or oral, including any sales order or purchase orders (collectively, the “InventoryContracts”) of Seller, including without limitation those set forth on Schedule 1.1(c) (the “Assigned Contracts”), but excluding certain contracts of Seller as set forth on Schedule 1.2(j). (d) all rights and interests in or to real property, leaseholds and subleaseholds of real property, purchase options, easements, licenses, privileges, rights to access and rights of way, easement or prescriptive right and all structures, owned by Seller or used in or related to the operation of the Business, together with all buildings, fixtures, structures, signage and improvements erected or located thereon; (e) all rights under all Contracts (other than the Leases) telephone numbers 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 rightsrights under any authorization, approval, consent, certificate, license, permit, franchise, registration, variance and similar rights (collectively, “Authorizations”) of or from any governmental entity or pursuant to any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any other binding requirement or determination of any governmental entity (“Law”); (g) all books of account, general, financial, time keeping, expense, warranty and shipping records, invoices, supplier lists, customer lists, product specifications, product formulations, drawings, correspondence, engineering, maintenance, operating and production records, advertising and promotional materials, credit records of customers, employee and other documents, records and files; (h) all claims, credits, causes of action or action, rights of set-off against third parties recovery and rights under all warranties, representations and guarantees made by suppliers of services, products, materials or equipment, or components thereof, arising from or relating to or arising from the other 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights insurance benefits, including rights and proceeds, arising from or relating to the other than Business Intellectual Property Rights owned by Purchased Assets or the Purchased SubsidiariesAssumed Liabilities; (j) all Permits that are necessary to the operation prepaid expenses; (k) all of the Businessfollowing in any jurisdiction throughout the world (collectively, the “Intellectual Property”): (i) patents, patent applications and patent disclosures; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans (and all translations, adaptations, derivations and combinations of the foregoing), Internet domain names, IP addresses, internet and mobile account names (including social media names, “tags,” and “handles”) and other source indicators, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works, including computer software and all source code, executable code and documentation used in or related to same; (iv) registrations and applications for any of the foregoing; (v) confidential information, proprietary information and trade secrets, including know how, ideas, inventions, designs, technology, tools, methods, specifications, technical data, databases, data collections, customer lists, logs and lab books, supplier lists, process scripts, pricing and cost information and business and marketing plans and proposals (the “Confidential Information”); (vii) rights of privacy and publicity; (viii) other similar proprietary and intangible rights; and (ix) all causes of action (resulting from past and future infringement thereof), damages, and remedies relating to any and all of the foregoing; (l) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed by Seller for the performance of an Assigned Contract; and (km) all goodwill of the Business Records relating primarily to the Businessas a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (CVD Equipment Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowbelow or in Section 2.15, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase (or cause one or more of its Subsidiaries to purchase) from Seller and the Retained SubsidiariesOther Sellers, and Seller agrees to, and to cause the Retained Subsidiaries Other Sellers to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or to such Subsidiary or Subsidiaries of Buyer, as determined by 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, but excluding any Excluded Assets or assets and any assets, properties of any and businesses owned by a Purchased Subsidiary) as the same shall exist as of the Effective Time (or in the case of the Delayed Assets, the Delayed Transfer Effective Time) (together with the Assigned IP, the “Purchased Assets”), including and all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: (a) all Cash and Cash Equivalents located at the real property described in Section 2.02(b) (e.g., cash held in registers and xxxxx cash) and security deposits for such real property, and any credit card receivables relating to sales by the Business in Canada (the “Asset Acquired Closing Cash”); (b) the real property owned in fee by Seller or an Other Seller designated as an “Asset Owned Real Property” on Section 3.11(a) of the Disclosure Schedule, together with all buildings, fixtures and improvements erected thereonthereon (together with the real property owned in fee by the Purchased Subsidiaries designated as a “Purchased Subsidiary Owned Real Property” on Section 3.11(b) of the Disclosure Schedule, “Owned Real Property”) and real property which a Seller or Other Seller leases, subleases, licenses and otherwise occupies or permits the occupancy of pursuant to other types of occupancy agreements (written or oral) designated as an “Asset Leased Real Property” on Section 3.11(b) of the Disclosure Schedule (together with the real property which any Purchased Subsidiary leases, subleases, licenses and otherwise occupies or permits the occupancy of pursuant to other types of occupancy agreements (written or oral) designated as a “Purchased Subsidiary Leased Real Property” on Section 3.11(b) of the Disclosure Schedule, the “Leased Real Properties” and together with the Owned Real Property, collectively, the “Real Property”); (b) all rights under the Leases with respect to the Leased Real Property; (ic) all tangible personal property and interests therein, including all machinery, equipment, furniture, office equipmentfixtures, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel tools and other tangible property (including all interests in personal property underlying capital leases) located at equipment to the Real Property and extent owned, held for use or used primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are Business, or located at its Corporate Technology Center facility located any site included in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)the Real Property; (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 to the Leases) extent owned, held or used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (Section 3.08 of the “Purchased Contracts”)Disclosure Schedule; (f) all rights, claims, credits, causes of action action, counter claims or rights of set-off against third parties (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) to the extent separable from the Retained Business and relating to or arising from any Purchased Assets, Assumed Liabilities or the Business; (g) all Accounts Receivable, whether or not reflected on the Balance Sheets; (h) all Prepaid Expenses; (i) all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors to the extent relating to or arising from any Purchased Assets, Assumed Liabilities or the Business; (j) all Owned Intellectual Property Rights, including the Acquired Brands, and Licensed Intellectual Property Rights; (k) the goodwill of the Business; (l) all advertising, marketing, market research, sales and promotional materials, including Digital Assets and website content, purchase orders, forms, labels, shipping materials, catalogues and sales brochures, primarily relating to or arising from any Purchased Assets, Assumed Liabilities or the Business; (m) all transferable Permits held by Seller and its Subsidiaries primarily relating to any Purchased Assets, Assumed Liabilities or the Business; (n) subject to Applicable Law and other than the Excluded Assets of a type described in Section 2.03(e) or Section 2.03(h), (A) all Business Records to the extent such Business Records relate solely to the Business, the Purchased Assets or the Assumed Liabilities (it being understood that none of the Business Records relating solely to the Business, the Purchased Assets or the Assumed Liabilities shall be excluded as Purchased Asset solely because portions of such Business Records (e.g., customer and supplier names, contacts, etc.) also appear in separate and distinct Business Records of Seller that are not exclusively relating to the Business, 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”B) to the extent arising out not covered by clause (A) above, the portions of any other Business Records that relate to the Business; (h) all prepaid assets , the Purchased Assets or the Assumed Liabilities if such portions are reasonably identifiable and segregable from the Business Records that do not relate to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by , the Purchased Subsidiaries; (j) all Permits that are necessary to Assets or the operation of the BusinessAssumed Liabilities; and (ko) Business Records relating primarily to the Businessassets set forth in Section 2.02(o) of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (V F Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowOn the Closing Date, upon Sellers shall transfer, sell, assign, and deliver to Purchaser, and Purchaser shall purchase from Sellers, in each case on the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from Seller Agreement 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 LiensSale Order, all of Seller’s and the Retained Subsidiaries’ Sellers' right, title and interest in, to and under the any and all assets, properties and business, business of every kind and description, whether tangible or intangible, real, personal or fixed, wherever situated, owned, held or used by Sellers or held for use primarily in the conduct of the Business by Seller or which Sellers have 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 or interest, including, without limitation, all Trust Moneys and interest other Collateral, but excluding the Excluded Assets (all such assets, properties and business are referred to in this Agreement as the "Purchased Assets"), free and clear of Seller all Encumbrances, other than the Assumed Liabilities and the Retained Subsidiaries inPermitted Real Estate Liens. The Purchased Assets include, to and under without limitation, the following Purchased Assetsfollowing: (a) all real property and leases or subleases of, including, but not limited to, Reference Leases, Third Party Leases and any other interests in, real property used or owned or held for use by any Seller all of which is listed on the Owned attached Schedule 2.1(a) (the "Real Property"), in each case together with all buildingsbuildings and other structures, facilities or improvements currently or hereafter located thereon, including Leasehold Improvements, all fixtures of Sellers attached or appurtenant thereto and improvements erected thereonall easements, licenses, rights and appurtenances relating to the foregoing (the "Purchased Plants"); (b) all rights under Sellers' owned equipment, machinery and tooling located at or associated with the Leases with respect to operation of the Leased Real PropertyPurchased Plants and the equipment, machinery, furniture, fixtures and improvements and tooling listed on the attached Schedule 2.1(b) (the "Owned Machinery and Equipment"); (ic) all tangible personal property and interests thereincars, including machinerytrucks, equipmentfork lifts, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel other industrial vehicles and other tangible property (including all interests in personal property underlying capital leases) motor vehicles owned by Sellers located at at, or associated with, the Real Property and held for use primarily in the conduct operation 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)Purchased Plants; (d) all raw materialsAssets of N&T Railway Company, work-LLC (the "Railroad Subsidiary"), including all owned, leased or subleased Real Property of the Railroad Subsidiary, and any other interests in-process, finished goods, supplies and other inventories Real Property used or held for use primarily in owned by the conduct Railroad Subsidiary, rights of the Business (collectivelyway, locomotives, cars, track and switches, trackage rights, and track repair equipment, including, but not limited to, the “Inventory”Assets listed on the attached Schedule 2.l(d); (e) all rights under Assets of or related to Republic's corporate headquarters located at 3770 Embassy Parkway, Akron, Ohio, including, but not limited xx, xxx Xxxxxx xxxxxx xx xxx xxxxched Schedule 2.1(e)(i), and all Contracts (other than Assets of or related to the Leases) used or held for use primarily in the conduct of the Businessmachine shop located at 4135 Commerce Drive SW, including those listed in Massillon, Ohio, including, but not lixxxxx xx, xxx Xxxxxx xxx xxxxx xx xxx xttached Schedule 2.02(e2.1(e)(ii) (the “Purchased Contracts”"Machine Shop Assets"); (f) all furniture, fixtures, improvements and other fixed assets that are located at or associated with the Purchased Plants, including the assets listed on the attached Schedule 2.1 (f); (g) to the extent transferable under applicable Law and applicable Environmental Law, all Permits used in the Business in conjunction with the Purchased Assets and all pending applications therefor, including, without limitation, those Permits described on the attached Schedule 2.1(g); (h) customer relationships, the goodwill and all other intangible assets relating to, symbolized by or associated with the Business; (i) all (i) patents, patent applications, provisional patent applications, patent disclosures, and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent application, registrations and applications for registrations ("Patents"), (ii) trademarks, service marks, trade-dress, logos, trade names, domain names and corporate names and registrations and applications for registration thereof ("Trademarks"), (iii) copyrights, copyright applications and registrations ("Copyrights"), (iv) commercial and technical trade secrets, know-how, confidential information, other proprietary property rights and interests, and (v) licenses, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, software licenses, and proprietary property rights and interests and any licenses in respect thereof (collectively, "Intellectual Property Rights") which are used in connection with the operation of the Business, including those set forth on the attached Schedule 2.1(i); (j) copies or originals of all books, files and records used in the Business relating to the Purchased Assets described in this Section 2.1, including plans, data, test results, drawings, diagrams, employment records, sales records, customer and supplier lists, advertising and promotional materials, engineering data, safety and environmental reports and documents, maintenance schedules and operating and production records, all other files, indices, market research studies, surveys, reports, analyses and similar information of every kind and nature, and in whatever format used in connection with the operation of the Business; (k) all contracts, agreements and purchase orders set forth on Schedule 2.1(k) (the "Purchased Contracts"); (l) all items of inventory of the Business wherever located, including, without limitation, raw materials, work in process, finished goods, supplies used to operate and maintain the Equipment or process raw materials and work in process, spare parts and supply and packaging items including any of the aforementioned owned by Sellers but in the possession of manufacturers, customers, suppliers or dealers, or in transit or returned goods ("Inventory"); (m) all notes (including notes from employees), accounts receivable and other receivables, cash, deposits, advances, prepaid expenses, prepaid Taxes, refunds and credits of Taxes of Sellers related to the Business, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any security or collateral therefor, including recoverable advances and deposits; (n) all prepayments, prepaid expenses and deferred items, refunds, rights, claims, credits, causes of action or action, condemnation proceedings, rights of set-off or other rights against third parties parties, including without limitation any rights concerning any litigation in which, in connection with or with respect to the Business, any Seller is a claimant including, without limitation, and those identified on Schedule 2.1(n), except Bankruptcy Code avoiding power actions and claims; (o) all Sellers rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with the operation of the Business or affecting the Equipment; (p) all computer hardware, software programs, databases and other technology assets whether owned, licensed (subject to applicable restrictions), leased or internally developed and all documentation related to such computer software programs and databases used or held for use by Sellers and wherever located; (q) all right title and interest to all insurance policies now or at any time held by the Sellers or any of their predecessors and any and all entitlements thereunder and proceeds thereof, including, but not limited to, any refunds or refunded pre-payments related thereto; (r) any and all assets maintained pursuant to or in connection with the Assumed Employee Benefits Plans; (s) all air emissions credits and allowances Sellers have, are entitled to or have applied for, relating to or arising from the Purchased Assets or other emissions units now or previously located on the Assumed LiabilitiesReal Property, including unliquidated rights under manufacturers’ any such air emissions credits and vendors’ warrantiesallowances that Sellers have credit for or have banked, applied to bank or agreed to sell or trade; (gt) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out Capital stock of the Business; (h) all prepaid assets to Canadian Subsidiary; provided that the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned Republic Labor Agreement has been adopted by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation United Steelworkers of the BusinessAmerica; and (ku) Business Records relating primarily any and all assets held in the Republic Engineered Steels, Inc. VEBA used to fund disability benefits for active or retired employees but only if and to the Businessextent such assets have not been used to pay benefits under any disability plan that is funded through the Republic Engineered Steels, Inc. VEBA (determined as of the signing date of this Agreement) as of the date Republic Technologies International, LLC no longer has any obligations to participants under such plan.

Appears in 1 contract

Samples: Asset Purchase Agreement (PAV Republic, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliverdeliver to Purchaser, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingPurchaser shall purchase from Seller, free and clear of any Liens Encumbrances other than the Permitted LiensEncumbrances, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under all of the assets, properties and business, rights of every kind and descriptionnature, ownedwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which primarily relate to, or are used or held for use primarily in the conduct of connection with, the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 consisting of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) all inventory used primarily in connection with the Owned Real PropertyBusiness, together with all buildingsincluding those finished goods, fixtures raw materials, work in progress, packaging, supplies, parts and improvements erected thereonother inventories listed on Schedule 2.1(a) of the Seller Disclosure Schedule; (b) all Contracts primarily related to the Business, including all Government Contracts and all Government Bids listed on Schedule 5.10(a) of the Seller Disclosure Schedule and those Contracts listed on Schedule 2.1(b) of the Seller Disclosure Schedule (collectively, the “Assigned Contracts”); (c) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right primarily related to any of the Purchased Assets, including those listed on Schedule 2.1(c) of the Seller Disclosure Schedule (“Accounts Receivable”); (d) Intellectual Property that is owned by Seller and used primarily in connection with the Business (the “Purchased Business Intellectual Property”) and Technology that is owned by Seller and used primarily in connection with the Business (the “Purchased Business Technology”), including those listed on Schedule 2.1(d) of the Seller Disclosure Schedule, and in each case, all associated goodwill, including all rights thereunder, remedies against infringement and rights to protection of interests therein under the Leases Laws of all jurisdictions; (e) all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers, telephones and other Tangible Personal Property used primarily in connection with respect the Business, including those listed on Schedule 2.1(e) of the Seller Disclosure Schedule; (f) to the Leased Real Propertyextent transferable and required to operate the Business, all Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, as listed on Schedule 2.1(f) of the Seller Disclosure Schedule; (g) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (other than prepaid Taxes) primarily related to the Business, including those listed on Schedule 2.1(g) of the Seller Disclosure Schedule; (h) the equity interests of the entities listed on Schedule 2.1(h) (collectively, the “Purchased Subsidiaries”); (i) all tangible personal property and interests thereinof Seller’s rights, 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 Milwaukeeextent transferable, Wisconsinunder warranties, which are listed on Schedule 2.02(c); (d) indemnities and all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use similar rights against third parties to the extent 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 Businessrelated to any Purchased Assets, including those listed in on Schedule 2.02(e) (the “Purchased Contracts”2.1(i); (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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emcore Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to the conditions of this Agreement, Buyer Xxxxx agrees to purchase from Seller at the Closing (as defined below) and the Retained Subsidiaries, Cyclerion agrees to and Seller agrees to, shall sell and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyedassigned, transferred, assigned and delivered, conveyed to Buyer at the Closing, free all of Cyclerion’s rights, title, and clear interests, in and to the Purchased Assets, including without limitation, the following assets: (a) Intellectual Property rights owned by Cyclerion that are primarily related to the research, development, manufacture, commercialization, or other exploitation of any Liens other than Permitted Liensthe Purchased Programs, including the Intellectual Property set forth in Section 2.1(a) of the Disclosure Schedules, and, except to the extent constituting an Excluded Asset identified on Section 2.2(l) of the Disclosure Schedules, all claims and causes of Seller’s and action with respect to any of the Retained Subsidiaries’ rightforegoing, title and interest inwhether accruing before, on, or after the Closing Date, including all rights to and under claims for damages, restitution and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation or violation thereof (the “Purchased Intellectual Property”); (b) Contracts to which Cyclerion is a party to the extent primarily related to the research, development, manufacture or commercialization of the Purchased Programs, including those contracts listed in Section 2.1(b) of the Disclosure Schedules (the “Assumed Contracts”); (c) all physical assets, properties and businesswherever located, of every kind and description, owned, that are used or held for use primarily in connection with 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)Programs; (d) all inventories used, held for use, or intended to be used primarily in operating or developing the Purchased Programs, wherever located, including inventories of raw materials, finished goods, drug substance, intermediates, operating supplies, work-in-process, finished goodsproducts, supplies supplies, packaging, packaging materials, parts and other inventories used or used, held for use primarily use, or intended to be used in operating or developing the conduct Purchased Programs, including all: (i) of the Business foregoing listed on Section 2.1(d) of the Disclosure Schedules, and (collectivelyii) of the foregoing being held on consignment, the “Inventory”)bailment, or other arrangement; (e) books and records relating to the Purchased Assets, including all technical literature used primarily for the Purchased Programs and all rights under all Contracts to receive mail (including e-mail) and other than communications related to the LeasesPurchased Programs (including mail (including e-mail) used or held for use primarily in and communications from customers, suppliers, distributors, agents and others with respect to the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”Programs); (f) all rightsINDs, claims, credits, causes of action or rights of set-off against third parties relating Permits and regulatory documentation with respect to or arising from the Purchased Assets or the Assumed LiabilitiesPrograms (including any drug designations), including unliquidated rights under manufacturers’ those set forth on Section 2.1(f) of the Disclosure Schedules, all correspondence with the FDA or other Governmental Entity regarding the Purchased Programs, all preclinical and vendors’ warrantiesclinical study data supporting the Purchased Programs and all related historical safety and pharmacovigilance data, provided that Cyclerion will have the right to make copies of all such records and will retain the right to access and use any such records following the Closing (the “Transferred Records”); (g) all trade accounts receivable and other receivables (collectively, personnel files for the “Accounts Receivable”) to the extent arising out of the BusinessTransferred Employees; (h) all prepaid assets claims, causes of action, defenses and rights of offset or counterclaim against Third Parties primarily related to any Purchased Asset or any Assumed Liability, except to the extent arising out constituting an Excluded Asset identified on Section 2.2(l) of the BusinessDisclosure Schedules; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by assets listed in Section 2.1(i) of the Purchased Subsidiaries;Disclosure Schedules; and (j) all Permits that are necessary to goodwill primarily associated with the operation categories of the Business; and (k) Business Records relating primarily to the BusinessPurchased Assets set forth in Section 2.1(a)–(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cyclerion Therapeutics, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from at the Closing, the Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, convey, transferassign, assign transfer and deliver, or cause deliver to be sold, conveyed, transferred, assigned the Purchaser and delivered, to Buyer at the Closing, free Purchaser shall purchase and clear of any Liens other than Permitted Liens, acquire from the Seller all of the Seller’s and the Retained Subsidiaries’ right, title and interest inof the Seller and, as applicable, its Affiliates in and to all of the assets and under properties of the assetsSeller and, properties and businessas applicable, its Affiliates of every kind and description, ownedreal, personal and mixed, tangible and intangible, wherever situated, used or held for use primarily in connection with the conduct of Business, as the Business by Seller or any of same shall exist on the Retained Subsidiaries (butClosing Date, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), including free and clear of all rightEncumbrances, title and interest of Seller and including, without limitation, the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned Real Propertyall machinery, together with all buildingsequipment, fixtures vehicles, supplies, office furniture and improvements erected thereonoffice equipment, fixtures, equipment, tools, telecommunications equipment, computers and accessories; (b) all rights under Contracts listed on Part 1.1(b) of the Leases with respect to Disclosure Schedule (the Leased Real Property“Assigned Contracts”); (ic) 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 Permits to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)extent transferable to the Purchaser; (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”)Receivables; (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”)Materials and Supplies; (f) all rightsCompany Intellectual Property and all computer software (including, claimswithout limitation, 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’ documentation and vendors’ warrantiesrelated object and source codes); (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business[Intentionally Omitted]; (h) all prepaid assets the Seller’s interest, as lessee, in the Leased Real Property to the extent arising out of the BusinessLeases related to such Leased Real Property are Assigned Contracts; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesRecords; (j) telephone, telecopy and e-mail addresses and listings; (k) all Permits that are necessary to the operation rights of the BusinessSeller to its corporate name, Flint Construction Company, and derivations and variants thereof; (l) all rights of EnStructure to its corporate name, EnStructure Corporation, and derivations and variants thereof; and (km) Business Records relating primarily all rights related to the BusinessPurchased Assets and all Causes of Action.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infrasource Services Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On ----------------------------------------- the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiarieshereof, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or cause one or more of its Subsidiaries to be soldsell, conveyedassign, transferredtransfer, assigned convey and delivereddeliver, to Buyer at Purchaser and the ClosingSubsidiary Purchasers, free and clear of any Liens other than Permitted LiensPurchaser shall, and shall cause the Subsidiary Purchasers to, purchase, acquire and accept from Seller, or the applicable Subsidiary or Subsidiaries, 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 Seller, or the Retained Subsidiaries applicable Subsidiary or Subsidiaries, in, to and under the following Purchased Assetsassets, properties, rights, contracts and claims of Seller, or such Subsidiary or Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, that are owned or leased by Seller or any Subsidiary of Seller, other than an Acquired Company, on the Closing Date (collectively, the "PURCHASED ASSETS"), free and clear of all Liens except for Permitted Exceptions or as set forth on Schedule 1.2, as and to the extent such are Related to the ------------ Business: (i) the real property listed on Schedule 1.2 (a) (i) ------------------ (the "OWNED REAL PROPERTY"), and (ii) the leases with respect to the real properties listed on Schedule 1.2(a)(ii) (the "LEASED REAL PROPERTY" and, ------------------- together with the Owned Real Property, together with all buildings, fixtures and improvements erected thereonthe "PURCHASED PROPERTIES"); (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests thereinbuildings, including structures, improvements, furnishings, furniture, fixtures, artwork, displays, display materials, signs, machinery, equipment, furnitureappliances, systems, building materials (including supplies and tools), supplies and other tangible personal property of every kind and nature whatsoever located at any of the Purchased Properties, including any of the following that are attached to any buildings, structures or improvements located on any such Purchased Property, or that are located in, on or about any such Purchased Property: all gas and electric fixtures, plumbing and heating fixtures and systems, carpeting and other floor coverings, wall coverings, decorative objects, air conditioning apparatus and systems, refrigerators, computers and all hardware and software therefor, typewriters and other office equipment, communications equipmentsupplies and furnishings, vehicleselectrical, storage tankselectronic and mechanical equipment and systems used to monitor, spare and replacement partscontrol, fuel maintain or operate such Purchased Property, radio, telephone, facsimile, xerography and other tangible property communications equipment and systems, marketing and advertising material (other than all "Solutia" marked sales and promotional materials and brochures) of every media (including brochures, displays, building models and videotapes), together with all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct receipts or other documents of title relating to any of the Business and foregoing, together with the benefit of any deposits or payments now or hereafter made by Seller or on its behalf in connection with any of the foregoing (ii) those assets of Seller related primarily to collectively, the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c"PURCHASED EQUIPMENT"); (dc) all raw materials, work-in-processprocess inventories, packaging materials, finished goods, supplies goods inventories and other inventories used or held for use primarily in the conduct items of tangible property normally considered part of "inventory" of the Business as of the Closing (collectively, the “Inventory”"INVENTORY"); (d) all trade accounts and notes receivable and other receivables of the Business as of the Closing arising out of the sale of goods or services of the Business; (e) all rights under all Contracts (other than the Leases) used and incidents of interest of Seller or held for use primarily in the conduct any Subsidiary of Seller as of the Business, including those listed Closing Date in Schedule 2.02(e) (the “Purchased and to all Business Contracts”); (f) all rightsof the Purchased Intellectual Property and the Intellectual Property that is the subject of the Intellectual Property License Agreement, subject to the terms thereof (the "LICENSED INTELLECTUAL PROPERTY"); (g) books and records, files, papers, tapes, disks, manuals, programs, keys, reports, plans, catalogs, sales and promotional materials, data brochures, telephone numbers, customer referral lists and all other printed and written materials used in the Business within two years prior to the Closing Date, or, for those materials for which a document retention period is imposed by Law, such period imposed by Law, to the extent available, other than (i) books, records and other materials that Seller or any of its Subsidiaries is required by Law to retain (copies of which, to the extent permitted by Law, will be made available to Purchaser upon Purchaser's reasonable request), (ii) all "Solutia" marked sales and promotional materials and brochures and (iii) those telephone numbers listed on Schedule 1.2(g); --------------- (h) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with any Purchased Assets except to the extent relating to Excluded Assets or Excluded Liabilities or as to which Purchaser has been indemnified by Seller; (i) the licenses listed on Schedule 1.2(i); --------------- (j) the Permits issued by any Governmental Bodies held and used by Seller or its Subsidiaries listed on Schedule 1.2(j) (to the extent --------------- permitted by applicable Law to be transferred); (k) all deferred and prepaid charges, sums and fees of Seller or any of its Subsidiaries that relate to the Purchased Assets or the operation of the Business, in each case to the extent reflected on the Closing Date Balance Sheet; (l) claims, creditsor the proceeds thereof, Related to the Business under insurance policies (but not the insurance policies themselves) for damages or losses of equipment and other tangible assets occurring between December 31, 2001 and the Closing Date, which equipment or other tangible assets have not been repaired or replaced by the Closing Date, to the extent that such claims, or the proceeds thereof, relate to reimbursement of costs and expenses incurred by Purchaser or any Acquired Company after the Closing Date to repair or replace such equipment or other tangible assets (subject to Purchaser providing Seller reasonable documentation thereof); and (m) all choses in action, causes of action or rights claims of set-off against third parties relating any kind available to or arising from the Purchased Assets being pursued by Seller or the Assumed Liabilitiesany of its Subsidiaries whether as plaintiff, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectivelyclaimant, the “Accounts Receivable”) counterclaimant or otherwise, except to the extent arising out of the Business; (h) all prepaid assets relating to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned Excluded Assets or Excluded Liabilities or as to which Purchaser has been indemnified by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the BusinessSeller.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Solutia Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided pursuant to ‎Section 2.03 below, upon the terms and subject to the conditions of this AgreementAgreement and, if applicable, the Foreign Transfer Agreements, 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 (or, as applicable, an Affiliate thereof) 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 properties, rights and business, whether tangible or intangible, of every kind and description, owned, used or held for use primarily in connection with or primarily related to the conduct of the Business by Seller or any of (“Related to the Retained Subsidiaries Business”) (but, for the avoidance of doubt, but excluding any Excluded Assets or assets and excluding any assets, properties of any and businesses owned by a Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsto the extent Related to the Business: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereonCanadian Lease; (b) all rights under the Leases with respect equipment, machinery, furniture, tools, computer hardware, vehicles and other tangible personal property and interests therein that are Related to the Business or that are located at the Owned Real Property or 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); (dc) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily inventories; (d) all rights under all Contracts, including those listed in the conduct ‎Section 3.09 of the Business (collectively, the “Inventory”)Disclosure Schedule; (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, claimsclaims (including counterclaims), defenses, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the any Assumed LiabilitiesLiability, including unliquidated rights under manufacturers’ and vendors’ warranties; (gf) all billed and unbilled trade and non-trade accounts receivable and all related correspondence, and any other receivables or obligations from customers with respect to the sales of products, goods shipped or services rendered (collectivelyincluding any intercompany accounts and notes receivable that are payable by Seller or any Retained Subsidiary and not otherwise eliminated in full in accordance with ‎Section 5.05), and, in each case, the “Accounts Receivable”full benefit of all security for such accounts or other rights to payment; (g) to the extent arising out of the Businessall prepaid assets and prepaid expenses, excluding any prepaid Seller intercompany insurance premiums; (h) all prepaid assets to the extent arising out of the BusinessAssigned IP Assets; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesAssigned Software and Assigned IT Assets; (j) all Permits that are necessary Permits; (k) all books, records, files, papers, business and financial records, documents, customer lists, supplier lists, product price lists, sales records, product specifications, advertising materials, engineering data, records of invention, tests results and maintenance schedules, whether in hard copy or electronic format, in each case, Related to the operation Business, including any information relating to any Tax imposed on the Purchased Assets (it being understood that Seller and the Retained Subsidiaries shall be permitted to retain copies of such materials subject in all respects to ‎Section 5.02); (l) all assets of the BusinessPurchased Subsidiary Benefit Plans; (m) all assets to the extent set forth on the Balance Sheet; (n) all goodwill; and (ko) Business Records relating primarily to the Businessextent permitted by Applicable Law, the personnel records (including all human resources and other records) of Seller or a Retained Subsidiary relating to the Transferred Employees (it being agreed that, to the extent not permitted by Applicable Law without the consent of a Transferred Employee, the parties shall use reasonable best efforts to obtain such consent).

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Griffon Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon (a) On the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from Seller the Company shall (and shall cause its Affiliates to) and hereby does, as of the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries toEffective Date, sell, transfer, convey, transfer, assign and deliverdeliver to Wyeth, or cause to be soldand Wyeth shall and hereby does, conveyedas of the Effective Date, transferred, assigned purchase and delivered, to Buyer at the Closing, acquire free and clear of any all Liens other than Permitted Liens, all of Sellerthe Company’s (and the Retained Subsidiaries’ its Affiliates’) right, title and interest in, to and under the following assets, properties and businessrights (collectively, 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”): (i) all Pharmacopeia Compounds (as defined in the Research Collaboration Agreement), as set forth on Schedule 3.1(a)(i) attached hereto wherein all chemical structures are identified by corresponding compound reference numbers as listed within the electronic database named ‘JAK3 Searchable #2108’ that was shared between the parties (the “Acquired Compounds”), including all inventions relating thereto; (ii) all Patent Rights owned by the Company that cover or would be infringed by the Manufacture, use, Development or Commercialization of the Acquired Compounds, the Acquired Compound Derivatives or the Acquired Compound Products, as set forth on Schedule 3.1(a)(ii) attached hereto (the “Acquired Compound Patents”) and all patent prosecution documents and files relating thereto; (iii) all written protocols relating to the synthesis and/or screening of any of the Acquired Compounds or otherwise utilized in connection with the synthesis and/or screening of compounds to identify JAK-3 Kinase Inhibitors under the Research Collaboration, as set forth on Schedule 3.1(a)(iii) attached hereto; (iv) all data, databases, results, research and development plans, experiments, laboratory notebooks, materials, software, methods and assays, screening protocols and other Know-How or information relating primarily to activities conducted by, or on behalf of, the Company and/or its Affiliates under the Research Collaboration, as set forth on Schedule 3.1(a)(iv) attached hereto; and (v) all physical quantities of the Acquired Compounds in the possession of the Company or its Affiliates or any Third Party on behalf of the Company and/or its Affiliates, as set forth on Schedule 3.1(a)(v) attached hereto. The Parties acknowledge and agree that the Schedules referenced in this Section 3.1(a) are intended to contain a complete list of the assets, properties and/or rights in the category(ies) described in the applicable paragraph and that, if it is subsequently determined after the Closing that any assets, properties and/or rights falling within such category are not listed on the applicable Schedule, the Parties shall supplement such Schedule to add such assets, properties and/or rights. (b) As of the Effective Date, 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 risk of loss as 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 shall pass from the Assumed Liabilities, including unliquidated rights under manufacturers’ Company and vendors’ warranties; (g) its Affiliates to Wyeth free and clear of all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the BusinessLiens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowIn addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser (or its Permitted Designee), and Purchaser (or cause to be soldits Permitted Designee) shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in (a) all of the assets, properties and business, of every kind and description, rights owned, held or used or held for use by such Asset Selling Entity primarily in the conduct of relating to the Business by Seller or any of but excluding the Retained Subsidiaries Excluded Assets, as the same may exist on the Closing Date and (butb) the following, for as the avoidance of doubtsame may exist on the Closing Date (collectively, 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) (i) all Real Property Leases (including the Owned real property set forth on Schedule 2.2(a)(i) of the Seller Disclosure Letter) and the leasehold interests of the Conveyed Companies and the Asset Selling Entities therein, including (A) any prepaid rent, security deposits and options to purchase in connection therewith and (B) the Conveyed Companies’ and the Asset Selling Entities’ right, title or interest in and to any fixtures, structures or improvements on or appurtenant to such real property (it being understood that the transfer of the Equity Interests will constitute transfer of such assets of the Conveyed Companies) and (ii) the Real Property, together with all buildings, fixtures and improvements erected thereonProperty (including the real property set forth on Schedule 2.2(a)(ii) of the Seller Disclosure Letter); (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machineryall office supplies, equipmentproduction supplies, furniturespare parts, office equipment, communications other miscellaneous supplies and the equipment, vehicles, storage tanksmolds, dyes, machinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leasesowned, leased or licensed by the Asset Selling Entities and primarily relating to the Business, other than Information Technology assets (collectively, together with the Information Technology assets described in Section 2.2(e), the “Equipment,” with the leases relating to any Equipment, so leased being referred to herein as the “Equipment Leases”); (c) located at all (i) other Contracts, including Intellectual Property Licenses, primarily relating to the Business (other than (A) the Real Property Leases, Equipment Leases and held for use primarily Information Technology Contracts and (B) Contracts relating to the Excluded Assets, but specifically including all of the rights and interests of Seller and its Affiliates (including the Seller Entities) in and to any confidentiality agreements entered into by the conduct Seller or any of its Affiliates in connection with the sale of the Business (other than the Confidentiality Agreement)), and (ii) those assets of Seller Material Contracts (whether or not primarily related to the Business) that are not Excluded Contracts ((i) and (ii), collectively, the “Assumed Contracts”); provided, that outstanding purchase orders shall be included (A) if primarily relating to the Business that are located at its Corporate Technology Center facility located in Milwaukee(except to the extent such purchase orders relate to the Excluded Assets) or (B) if not primarily related to the Business, Wisconsin, which are listed on Schedule 2.02(c)then to the extent relating to the Business; (d) all raw materialsInventory primarily relating to, work-in-process, finished goods, supplies or owned and other inventories used or held for use by the Asset Selling Entities primarily in the conduct of, the Business; (e) subject to Section 2.7, (i) the Information Technology assets (other than Software, IT support services or Information Technology Contracts) owned, used or leased by, or licensed to the Asset Selling Entities and located in any Real Property that is set forth on Schedule 2.2(a) of the Business Seller Disclosure Letter or any other Transferred Real Property, (ii) the Information Technology assets (other than Software, IT support services or Information Technology Contracts) directly associated with a Transferred Employee, (iii) Software downloaded onto, or installed in, any hardware assigned to a Transferred Employee, (iv) any Software or other Information Technology and Information Technology Contracts exclusively used in the Business, (v) co-ownership (with each party retaining the right to use, license and disclose the same without restriction) of any training materials and user guides related to items in (i)-(iv) above and (vi) the assets and rights set forth on Schedule 2.2(e) of the Seller Disclosure Letter (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 ContractsTransferred IT Assets”); (f) except as forth on Schedule 2.2(f)-1 of the Seller Disclosure Letter and except for the Excluded Active IP, (i) all rightsPatents, claimsTrademarks, creditsand Domains in the management and control of the Business (including for such purposes if the expenses and annuities for maintenance associated therewith are reflected in the Financial Statements), causes including the Patents, Trademarks, and Domains set forth on Schedule 2.2(f)-2 of action or rights the Seller Disclosure Letter (and all counterparts thereto), and including all Patents in the management and control of set-off against third parties the Business and associated with the Product identified on Schedule 1.1(d) – Appendix 1.1(d)-2 of the Seller Disclosure Letter, (ii) all other Intellectual Property (other than Software, Trademarks, Domains and Patents) primarily relating to the Business, including the Copyrights set forth on Schedule 2.2(f)-2 of the Seller Disclosure Letter and (iii) all Software that is embedded into, offered for sale or arising from sold with or as a product or a service of the Business, including that of the Managed Connectivity Business ((i), (ii) and (iii), collectively, subject to the above exceptions, the “Transferred Intellectual Property”); (g) transferable Permits owned, utilized, held or maintained by or licensed to the Asset Selling Entities (subject to the terms of such Permits) relating exclusively to the Business or to the ownership, possession or operation of the Purchased Assets; (h) to the extent permitted by applicable Law, (i) sole ownership of all Business Records to the extent relating exclusively to the Business, the Purchased Assets or the Assumed LiabilitiesLiabilities (including with respect to each Conveyed Company, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable any organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other receivables identification numbers, seals, minute books, stock transfer books, blank stock certificates and other documents relating to the organization, maintenance and existence of such Conveyed Company and all Tax records of the Conveyed Companies) and all originals and copies of the foregoing (collectivelyprovided that (A) Seller and the Asset Selling Entities may keep one copy, the “Accounts Receivable”) solely to the extent arising out such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to same shall be limited to the above purposes and (B) Seller and the Asset Selling Entities may keep copies of Tax records as described in Section 7.9), (ii) co-ownership (with each party retaining the right to use, license and disclose the same without restriction except as expressly set forth in Section 5.17) of any Business Records otherwise relating to the Business; , the Purchased Assets or the Assumed Liabilities (h) all prepaid assets including Tax records relating to the extent arising out Purchased Assets), and a copy of all of same in a mutually-agreed format and media and (iii) co-ownership (with each party retaining the right to use, license and disclose the same without restriction) of all product SKUs relating to the Business; (i) the accounts and notes receivable of the Business, including Assumed Intercompany Receivables and all Business Intellectual Property Rights loans and other than Business Intellectual Property Rights owned advances owing to Seller or any of its Affiliates by the Purchased Subsidiariesany Transferred Employee; (j) all Permits that are necessary prepaid expenses and deposits and refunds primarily relating to the operation Business (other than prepaid insurance, unless reflected in the Final Closing Working Capital), all prepaid expenses and deposits and refunds and other assets to the extent included in Final Closing Working Capital and all Cash and Cash Equivalents of the Business; andConveyed Companies and Cash and Cash Equivalents used in the determination of the Closing Cash Amount; (k) Business Records all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) to the extent relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing (and any other such claims to the extent relating to the conduct of the Business); (l) the goodwill of the Business; (m) all advertising, marketing, sales and promotional materials, including website content, purchase orders, forms, labels, shipping materials, catalogues, sales brochures, operating manuals, and instructional documents, relating primarily to the Business; (i) to the extent permitted by applicable Law, all insurance policies exclusively related to the Business or maintained exclusively by the Conveyed Companies and (ii) all property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any Purchased Assets or assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the out-of-pocket cost of repair or replacement actually incurred by Seller or its Affiliates and related administrative costs; (o) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors, and rights to refunds or rebates, in relation to any of the Purchased Assets; (p) all assets of or relating to (including all assets held in trust in any form) the Assumed Plans and Conveyed Company Benefit Plans, and any insurance, administration or other contracts relating to Assumed Plans and/or Conveyed Company Benefit Plans to the extent such assets transfer to Purchaser and its Affiliates under applicable Law (including where transfer is required in order to apply the Transfer Regulations or to effect a mandatory transfer of employment under applicable Law, as applicable) or pursuant to the transfer of the Equity Interests to Purchaser and all plan documents (and amendments and modifications thereto), summary plan descriptions and similar plan summaries, opinion or determination letters and correspondence with Governmental Authorities and other records or information regarding Assumed Plans and Conveyed Company Benefit Plans; (q) to the extent permitted by applicable Law, all transferable collective bargaining, trade union, works council and other similar Contracts exclusively covering the Business Employees or other Transferred Employees; (r) all other assets set forth on Schedule 2.2(r) of the Seller Disclosure Letter; and (s) all assets of the Conveyed Companies that, if owned by an Asset Selling Entity, would be Purchased Assets, all Cash and Cash Equivalents held by the Conveyed Companies as of the Closing and all equity interests in Conveyed Companies held by Conveyed Entities, it being understood that the transfer of the Equity Interests will constitute transfer of such assets. From and after the Closing, Seller shall take all actions (or cause its Affiliates to take all actions) reasonably requested by the Purchaser to effect the provisions of this Section 2.2, including the prompt delivery of any Purchased Assets; provided, that, solely with respect to Business Records, Seller shall not be required to (a) separate any Business Records that are co-owned pursuant to Section 2.2(h)(ii), (b) deliver to Purchaser any paper copies or other physical records of Business Records except to the extent such Business Records are of a type regularly accessed by Seller or its Affiliates in the ordinary course of business or (c) deliver to Purchaser electronic Business Records (including Business Records considered Information Technology), except as described in the Transition Services Agreement or the FSL; provided, further, however, that Seller shall, upon Purchaser’s request, deliver to Purchaser (i) any paper copies or other physical records of Business Records, if Purchaser reimburses Seller for Seller’s reasonable expenses in connection with Seller’s access thereto and delivery thereof, (ii) copies of electronic Business Records in accordance with the Transition Services Agreement or the FSL and (iii) reasonable access to all other electronic Business Records if Purchaser reimburses Seller for Seller’s reasonable expenses in connection therewith.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (CommScope Holding Company, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject conditions set forth herein, at the Effective Date, Seller (and, to the conditions of this Agreementextent in Selling Equityholder’s name, Buyer agrees Selling Equityholder) hereby sells, assigns, transfers, conveys and delivers to purchase Purchaser, and Purchaser hereby purchases from Seller and the Retained Subsidiaries, and Seller agrees to, (and to cause the Retained Subsidiaries toextent in Selling Equityholder’s name, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingSelling Equityholder), free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s (and to the Retained Subsidiaries’ extent in Selling Equityholder’s name, Selling Equityholder’s) right, title and interest in, to and under all of the assets, properties and business, rights of every kind and descriptionnature, ownedwhether real, used personal or held for use primarily in mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the conduct of Excluded Assets), related to the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 Assetsfollowing: (a) all pre-paid expenses, deposits and utilities relating to the Owned Real PropertyBusiness or the Purchased Assets, together with all buildingsincluding those items listed on Section 1.1(a) of the Disclosure Schedules, fixtures and improvements erected thereonexcept for the Excluded Pre-Paids (as defined below); (b) all rights under Inventory, except for the Leases with respect to the Leased Real PropertyExcluded Inventory (as defined below); (ic) all machinery, furniture, fixtures, equipment, supplies and other 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) the “Tangible Personal Property”), including those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are items listed on Schedule 2.02(c)Section 1.1(c) of the Disclosure Schedules; (d) all raw materialsPermits, work-in-processincluding Environmental Permits, finished goods, supplies which are held by any Seller and other inventories used or held required for use primarily in the conduct of the Business (collectivelyas previously conducted and for the ownership and use of the Purchased Assets, including those listed on Section 2.9(b) of the “Inventory”)Disclosure Schedules; (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct to any Proceedings 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 any nature available to or arising from being pursued by Seller to the extent related to the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantieswhether arising by way of counterclaim or otherwise; (f) all Intellectual Property Assets; (g) Seller’s OEM codes related to the big three automotive companies (General Motors, Ford, and Stellantis) (the “OEM Codes”); (h) to the extent assignable, rights under all trade accounts receivable and other receivables Contracts set forth on Section 1.1(h) of the Disclosure Schedules, whether entered into by Seller or Selling Equityholder (collectively, the “Accounts ReceivableAssigned Contracts) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business); (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by accounts or notes receivable of the Purchased SubsidiariesBusiness, except as set forth as an Excluded Asset below; (j) all Permits that are necessary to the operation extent assignable, all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) except as specifically set forth on Section 1.1(k) of the Disclosure Schedules, to the extent assignable, all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities after to the Effective Date; (l) goodwill and other intangible assets related to the Business; and (km) Business Records relating primarily all books, records, manuals and other materials (in any form or medium) necessary for the operation of the Business, including all such records and materials, advertising matter, catalogues, correspondence, mailing lists, lists of customers, distribution lists, invoices and histories, supplier and vendor lists, photographs, production data, sales and promotional materials and records, telephone numbers, URLs, websites and internet addresses, purchasing materials and records, copies of personnel records to the Businessextent permitted by Law, quality control records and procedures, research and development files, records, data and laboratory books, Intellectual Property Assets disclosures, media materials and plates and accounting records.

Appears in 1 contract

Samples: Asset Purchase Agreement (Olympic Steel Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from at the Closing, Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or and shall cause each other relevant member of the Seller Group to be soldsell, conveyedassign, transferredtransfer, assigned convey and delivereddeliver, to Buyer at or a Subsidiary of Buyer designated by Buyer in writing to Seller not less than three Business Days prior to the Closing, and Buyer or such Subsidiary shall purchase, acquire and accept from the Seller Group, free and clear of any Liens other than except for 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 entire right, title and interest of Seller and each other member of the Retained Subsidiaries Seller Group 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 the following Purchased Assetsassets, properties and rights: (a) the all (i) Owned Real PropertyProperty located in Hachioji, together with all Japan (the “Japan Land”), and (ii) buildings, fixtures fixtures, structures, signage and improvements erected thereonor located on the Japan Land (the “Japan Buildings”); (b) all rights under the Leases with respect to leasehold interest of Seller for the Leased Real Propertyreal property constituting a parking lot leased by Seller in Hachioji, Japan and described on Schedule 2.1(b); (ic) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and Inventory 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)than Service-Related Inventory; (d) all raw materialsEquipment, work-in-processincluding Equipment located in Seller’s clean room located in Shenzhen, finished goodsChina and in Seller’s clean room and lab space located in Fort Xxxxxxx, supplies Colorado, and other inventories used or held for use primarily all Equipment located at Seller’s facilities in Hachioji, Japan, except the conduct of Equipment at such locations that is set forth on Schedule 2.1(d), which schedule shall be delivered by Seller to Buyer at least two (2) Business Days prior to Closing, to the Business (collectively, extent the “Inventory”)items on such Schedule are approved by Buyer prior to Closing; (e) all rights under all Contracts (other than Intellectual Property owned by Seller or any member of the Leases) used or held for use primarily in the conduct of Seller Group and Related to the Business, including those listed in the Intellectual Property set forth on Schedule 2.02(e) (the “Purchased Contracts”2.1(e); (f) all rightsContracts Related to the Business that are (i) in effect as of the date of this Agreement and set forth on Schedule 2.1(f) or (ii) entered into by any member of the Seller Group between the date hereof and the Closing Date in compliance with the provisions of this Agreement, provided that the Seller and Buyer mutually agree prior to Closing that such Contracts (including Open Customer Purchase Orders and Open Supplier Purchase Orders), shall be listed in a supplement to Schedule 2.1(f) (the “Assigned Contracts”); (g) all Business Authorizations and Environmental Permits; (h) all Books and Records; provided that if any Books and Records also contain information relating to any business of any member of the Seller Group other than the Business, then only those portions of the Books and Records relating to the Business shall be included, and Seller may retain a copy of such Books and Records in accordance with Seller’s applicable document retention policies; (i) all claims, credits, causes of action or action, choses in action, rights of set-off against third parties 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 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary insurance benefits, including rights and proceeds, arising from or relating to the operation Purchased Assets or the Assumed Liabilities; (k) all prepaid expenses relating to the Purchased Assets (other than relating to Taxes) set forth on Schedule 2.1(k) (as such Schedule may be updated at Closing as mutually agreed by the Seller and Buyer); (l) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by any member of the BusinessSeller Group for the performance of an Assigned Contract; and (km) all goodwill of the Business Records relating primarily to the Businessas a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Energy Industries Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliverdeliver to Purchaser, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingPurchaser shall purchase from Seller, free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under all of the assets, properties and business, rights of every kind and descriptionnature, ownedwhether real, used personal or held for use primarily in mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the conduct of Excluded Assets), related to the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 Assetsfollowing: (a) cash in the Owned Real Property, together with all buildings, fixtures amount of Four Hundred Fifty Thousand and improvements erected thereon00/100 Dollars ($450,000.00); (b) all rights under the Leases with respect pre-paid expenses, deposits and utilities relating to the Leased Real Property, the Business or the Purchased Assets; (ic) 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)Inventory; (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”)Instrument Fixed Assets; (e) all rights under all Contracts (furniture, fixtures, equipment, supplies and other than the Leases) used or held for use primarily in the conduct tangible personal property of the BusinessBusiness (the “Tangible Personal Property”), including those items listed in on Schedule 2.02(e) (the “Purchased Contracts”1.1(e); (f) all rightsPermits, claimsincluding Environmental Permits, creditswhich are held by Seller and required for the conduct of the Business as previously conducted and for the ownership and use of the Purchased Assets, causes including those listed on Schedule 2.9(b); (g) all rights to any Proceedings of action or rights of set-off against third parties relating any nature available to or arising from being pursued by Seller to the extent related to the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantieswhether arising by way of counterclaim or otherwise; (gh) all trade accounts receivable Owned Intellectual Property; (i) rights under all Contracts set forth on Schedule 1.1(i) and other receivables the Leases set forth on Schedule 2.13(a) (collectively, the “Accounts ReceivableAssigned Contracts); (j) to the extent arising out all accounts or notes receivable of the Business; (hk) all prepaid assets of Seller’s rights to Leased Real Property; (l) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (m) to the extent assignable, all insurance benefits, including rights and proceeds, arising out of from or relating to the Purchased Assets or the Assumed Liabilities; (n) goodwill and other intangible assets related to the Business; (io) all Business Intellectual Property Rights books, records, manuals and other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; materials (jin any form or medium) all Permits that are necessary to for the operation of the Business, including all such records and materials, advertising matter, catalogues, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, telephone numbers, URLs, websites and internet addresses, purchasing materials and records, personnel records, quality control records and procedures, research and development files, records, data and laboratory books, Owned Intellectual Property, media materials and plates and accounting records; and (kp) Business Records relating primarily subject to Section 4.4, the Business.Assumed Benefit Plans and any related trusts or funding arrangements);

Appears in 1 contract

Samples: Asset Purchase Agreement (Orthopediatrics Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowset forth on Schedule 1.2(a), upon on the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiariesset forth herein, and Seller agrees tosubject to the exclusions set forth in Section 1.3, 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 Seller shall sell, assign, transfer, convey and clear de- liver, or cause one or more of any Liens its Subsidiaries (other than Permitted Liensan Acquired Company) to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, or the applicable Subsidiary or Subsidiaries of Seller (other than an Acquired Company), 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, or the applicable Subsidiary or Subsidiaries of Seller and the Retained Subsidiaries (other than an Acquired Company), in, to and under all of the assets, properties, rights, Contracts and claims of Seller, or such Subsidiary or Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed, in each case, Related to the Business, but excluding the Excluded Assets (collectively, the "PURCHASED ASSETS"), including by way of example and not limitation, all of the following Purchased Assets:assets, properties, rights, Contracts and claims of Seller or its Subsidiaries (other than an Acquired Company): (a) (i) the Owned Real Property, real property listed on Schedule 1.2 (i) together with any and all buildings, structures, improvements and fixtures located thereon (together with any of the foregoing owned by the Acquired Companies, the "OWNED REAL PROPERTY") and (ii) the real property leases listed on Schedule 1.2(a)(ii) and, to the extent covered by such leases, any and all buildings, structures, improvements erected thereonand fixtures located thereon (together with any of the foregoing leased by the Acquired Companies, the "REAL PROPERTY LEASES"); (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 equipmentautomobiles, communications equipmenttrucks, vehiclestractors, storage tankstrailers, spare and replacement parts, fuel tools 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 Related to the Business that are located at its Corporate Technology Center facility located in Milwaukee(collectively, Wisconsin, which are listed on Schedule 2.02(cthe "PURCHASED EQUIPMENT"); (dc) all inventories and supplies of raw materials, workworks-in-process, finished goods, supplies spare parts, supplies, storeroom contents and other inventories used or held for use primarily in inventoried items Related to the conduct Business; (d) all trade accounts and notes receivable and other receivables (other than those associated with Seller's accounts receivables securitization program described on Schedule 1.2(d)) as of the Business (collectively, Closing Date arising out of the “Inventory”)sale or other disposition of goods or services Related to the Business; (e) all rights under all Contracts deposits and prepayments Related to the Business (other than (i) any deposits made in connection with any Seller Employee Benefit Plan or, to the Leasesextent specifically provided otherwise herein, any Acquired Company Plan and (ii) used deposits of cash or held for use primarily cash equivalents in bank accounts, prepaid insurance premiums, prepaid interest, prepaid Taxes, or refunds or credits of Excluded Taxes (except to the conduct of the Business, including those listed extent such Tax items are reflected as an asset in Schedule 2.02(e) (the “Purchased Contracts”Final Closing Date Working Capital)); (f) all rightsrights and incidents of interests of, claimsand benefits accruing to, creditsSeller or any Subsidiary of Seller (other than an Acquired Company) as of the Closing Date in, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilitiesand under all Business Contracts, including unliquidated rights under manufacturers’ personal property leases and vendors’ warrantiesall open purchase and sales orders Related to the Business; (g) all trade accounts receivable Intellectual Property Related to the Business, including the Intellectual Property identified on Schedule 1.2(g), and all rights thereunder, including the right to bring suit and recover for the past infringement thereof, other receivables than any rights primarily related to any Existing Litigation (collectively, the “Accounts Receivable”) to the extent arising out of the Business"PURCHASED INTELLECTUAL PROPERTY"); (h) all prepaid assets books and records (other than Tax Returns) or true and correct copies thereof, including all computerized books and records, and all files, papers, tapes, disks, keys, correspondence, reports, plans, drawings and specifications, invoices, forms, customer records, catalogs, sales, promotional and advertising materials, technical data, operating records, operating manuals, instructional documents, employee files (to the extent arising out of permitted under applicable Law) for Transferred Employees and other printed or written materials, in each case, Related to the BusinessBusiness and to the extent available to Seller or its Subsidiaries; (i) all subject to Section 10.3(b), Permits Related to the Business Intellectual Property Rights other than Business Intellectual Property Rights owned by (such Permits, the Purchased Subsidiaries"TRANSFERRED PERMITS"); (j) all Permits rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets, other than any of the foregoing that are necessary primarily relate to any Excluded Asset or Excluded Liability; (k) all claims, defenses, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment Related to the operation Business or primarily related to the Purchased Assets or Assumed Liabilities, other than any of the Businessforegoing that primarily relate to any Excluded Asset or Excluded Liability; (l) all equity interests held by Seller or any of its Subsidiaries (other than an Acquired Company) in the joint ventures identified on Schedule 1.2(l) (such equity interests being referred to as the "TRANSFERRED JV INTERESTS" and the joint ventures being referred to as the "TRANSFERRED JVS"); (m) assets held or set aside specifically to fund any liabilities assumed pursuant to Section 10.1 and Section 1.4 (including, without limitation, any assets set aside by any Acquired Company under any severance plan of the Seller) and any trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations under, any Acquired Company Plan; and (kn) the Business Records relating primarily to the Businessas carried on and conducted by Seller and its Subsidiaries (other than an Acquired Company) as a going concern, including any and all goodwill.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Dana Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Sellers shall cause each Asset Selling Corporation to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Corporation, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Corporation’s and the Retained Subsidiaries’ right, title and interest in, to and under in all of the assets, properties and business, of every kind rights relating directly and description, owned, used predominantly to the Business owned or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries such Asset Selling Corporation (butcollectively, 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 as the Retained Subsidiaries in, to and under same shall exist on the following Purchased AssetsClosing Date: (a) the Owned leasehold interests, including (x) any prepaid rent, security deposits and options to renew or purchase in connection therewith and (y) the right, title or interest in and to any fixtures, structures or improvements of the Asset Selling Corporations, in all real property used directly and predominantly in the Business, but excluding any agreement in respect of an IRU referred to in Section 2.2(d) below (collectively, the “Leased Real Property” and the leases relating to such Leased Real Property, together with all buildings, fixtures and improvements erected thereonthe “Real Property Leases”) that are set forth on Schedule 2.2(a); (b) all rights under the Leases with respect to Real Property used directly and predominantly in the Leased Real PropertyBusiness and owned by any of the Asset Selling Corporations, as set forth on Schedule 2.2(b); (ic) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications the equipment, vehicles, storage tankstools, 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 goodsfurniture, supplies and other inventories materials owned, leased or licensed by the Asset Selling Corporations and used or held for use primarily directly and predominantly in the conduct of the Business (collectively, the “InventoryEquipment” and the leases relating to such Equipment so leased by the Asset Selling Corporations, the “Equipment Leases), as set forth on Schedule 2.2(c); (d) the contracts, licenses, agreements and commitments relating directly and predominantly to the Business (excluding contracts, licenses, agreements and commitments relating to the Excluded Assets), including any IRU (collectively, the “Assumed Contracts”), as set forth on Schedule 2.2(d); (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 Intellectual Property set forth on Schedule 2.02(e2.2(e) (collectively, the “Purchased ContractsTransferred Intellectual Property”); (f) all rightstransferable Governmental Authorizations owned, claimsutilized, credits, causes held or maintained by or licensed to the Asset Selling Corporations (subject to the terms of action or rights such Governmental Authorizations) relating directly and predominantly to and required in the operation 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’ warrantiesBusiness as set forth on Schedule 2.2(f); (gi) all trade accounts receivable the databases and other receivables (collectivelysoftware programs, source codes and user manuals owned, used, leased by or licensed to the “Accounts Receivable”) Asset Selling Corporations and used directly and predominantly in the Business to the extent arising out of transferable, as set forth on Schedule 2.2(g)(i); and (ii) the computer hardware used directly and predominantly in the Business, as set forth on Schedule 2.2(g)(ii); (h) all prepaid assets customer, vendor, supplier, contractor, and service-provider lists to the extent arising out relating directly and predominantly to the Business, and all files, documents and records (including billing, payment and dispute histories, credit information and similar data) to the extent relating directly and predominantly to customers, vendors, suppliers, contractors, or service-providers of the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent relating directly and predominantly to the Business; (i) the accounts and notes receivable of the Business, including all loans and other advances owing to either Seller by any Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesEmployee who becomes a Transferred Employee; (j) all Permits that are necessary prepaid expenses and deposits, and refunds received after the Closing Date (other than Tax refunds in respect of Pre-Closing Periods), in each case except as the same constitute or relate directly and predominantly to the operation Excluded Assets; (k) all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to any of the Purchased Assets or any of the Assumed Contracts or other Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (l) the goodwill of the Business and, except as specified among the Excluded Assets hereunder, all other intangible assets, rights and properties used directly and predominantly in the Business; (m) all advertising, marketing, sales and promotional materials relating solely to the Business; (n) all property and casualty insurance proceeds received or receivable in connection the damage or complete destruction of any of the Purchased Assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the cost of repair or replacement and related administrative costs; (o) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2; and (kp) Business Records relating primarily to the Businessall other assets set forth on Schedule 2.21(p).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Videsh Sanchar Nigam LTD)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and at the Retained SubsidiariesClosing, and Seller agrees to, and to cause the Retained Subsidiaries to, Sellers shall sell, conveyassign, transfer, assign convey and deliverdeliver to the Purchaser, or to one or more Affiliates of the Purchaser designated by the Purchaser at least ten (10) Business Days prior to the Closing, and the Purchaser shall purchase, acquire and accept, or cause to be soldpurchased, conveyedacquired and accepted, transferredfrom the Sellers, 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’ entire right, title and interest of the Sellers, to the extent assignable, in, to and under all of the assets, properties and business, rights of every kind and description, ownedreal, used or held for use primarily in personal and mixed, tangible and intangible, wherever situated, that are Related to the conduct of Business, other than 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) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsincluding: (a) the Owned all Real Property, together with all buildings, fixtures fixtures, structures, signage and improvements Improvements erected thereon; (b) all rights under or located on or in 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); (db) all raw materials, work-in-process, finished goods, supplies supplies, spare parts, packaging materials and other inventories used or held for use primarily Related to the Business, including all such items (i) located on the Real Property and (ii) in the conduct transit from suppliers of the Business Business; (collectivelyc) all Equipment Related to the Business, including all Equipment located at or on the “Inventory”Real Property, but excluding that Equipment identified in Section 2.2(o); (d) all Owned Intellectual Property; (e) all rights under all Contracts Related to the Business or the Real Property (other than (x) any intercompany leases or other arrangements, all of which will be terminated (except for any lease entered into between Halifax Sarasota LLC and RPS Main Street Sarasota LLC related to the Leases) used or held for use primarily Sarasota location, which shall remain in the conduct place, as referenced in Section 6.1 of the BusinessSellers Disclosure Schedule) by the Sellers prior to Closing, (y) any Collective Bargaining Agreement and (z) any Contracts related to the Benefit Plans), including those listed the Contracts (i) set forth in Schedule 2.02(eSection 4.13(a) of the Sellers Disclosure Schedules or (ii) Related to the Business that are entered into by any Seller between the date hereof and the Closing Date in compliance with the provisions of this Agreement (collectively, the “Purchased Assigned Contracts”); provided, however, that any time prior to the Closing Date, the Purchaser may elect to remove any Contract providing for payment or receipt by the Sellers of aggregate annual payments to or from the Sellers in excess of $500,000 that has not been made available to the Purchaser prior the date of this Agreement from the Contracts that would otherwise be Assigned Contracts pursuant to this Section 2.1(e) by giving reasonably detailed written notice thereof to the Sellers and, upon such designation, each such designated Contract shall cease to be an Assigned Contract and shall be an Excluded Asset for all purposes of this Agreement; (f) all rights, Current Assets as of the Closing Date; (g) all Business Permits to the extent transferable; (h) all Books and Records; (i) all claims, credits, causes of action or action, choses in action, lawsuits, rights of set-off against third parties relating recovery, and other claims of any nature in favor of a Seller that are Related to or arising from the Business (except for with respect to Excluded Assets), the Purchased Assets or the Assumed Liabilities, including unliquidated all rights under manufacturers’ all warranties, representations, indemnities, guarantees and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiariessimilar rights; (j) all Permits credits, prepaid expenses and security deposits Related to the Business, including any premiums related to the group health plan(s) covering any Business Employees that are necessary prepaid by the Sellers; (k) all of the Sellers’ rights in all publications, including each of the publications referred to in Section 2.1(k) of the Sellers Disclosure Schedule, and all of the Sellers’ rights to prepare, publish, sell and distribute such publications and any other publications, extensions (including websites) or spin offs derived from such publications or related thereto in all languages (collectively, the “Publications”); (l) all inventories of back and current issues of the Publications; editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives; promotional materials, inserts, and direct mail materials; stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs, in the case of each of the foregoing, that are owned by the Seller and to the operation extent the foregoing relate to the Publications; (m) all circulation, delivery and mailing lists and carrier routes maintained by the Seller to the extent they relate to any of the Publications, all data related to such lists, all circulation readership studies, audience surveys and research, and all other mailing lists, together with all records, reports and tapes of computer data, in the case of each of the foregoing, that are owned by the Seller and to the extent the foregoing relate to any of the Publications; (n) all of the advertising contracts, space reservations and insertion orders to the extent they relate to the placement of advertising in any of the Publications with respect to all dates occurring after the Closing Date; (o) all subscriptions and orders to the extent they relate to any of the Publications; (p) all film negatives, disks, art files (including electronic files) and designs that are owned by the Seller and used in the Business; and (kq) Business Records relating primarily all goodwill and other intangible assets, if any, Related to the BusinessBusiness as a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Media Investment Group Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to the conditions of this Agreementset forth herein, 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 each of the Seller Parties shall sell, assign, transfer, convey and clear of any Liens other than Permitted Liensdeliver to Buyer, and Buyer shall purchase from the Seller Parties, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the business, properties, assets, properties goodwill and business, rights of every the Seller Parties of whatever kind and descriptionnature, real or personal, tangible or intangible, that are owned, leased, used or held for use primarily licensed by the Seller Parties and are used in the conduct operation of the Business by Seller or any as of the Retained Subsidiaries (butClosing Date, in each case, to the extent that such business, assets, properties, goodwill and rights exist as of the Closing Date and primarily relate to the Business, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (collectively, the “Purchased Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances, including (except in each case with respect to the Excluded Assets) all of such right, title and interest of Seller in and to the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) all accounts or notes receivable of the Owned Real PropertyBusiness, together with all buildings, fixtures and improvements erected thereonexcept for the Excluded Business Accounts Receivable; (b) all rights under the Leases with respect Contracts that are primarily related to the Leased Real PropertyBusiness under which there are outstanding and enforceable rights, obligations or liabilities pertaining to the Business, to which any Seller Party is a party or by which any Seller Party is bound, as set forth on Section 2.01(b) of the Disclosure Schedules, including the Intellectual Property Agreements (the “Assigned Contracts”); (ic) all tangible personal property and interests thereinIntellectual Property Assets, including machineryincluding, equipmentfor clarification purposes, 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 leasesthe Intellectual Property Assets set forth on Section 2.01(c) 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)Disclosure Schedules; (d) all raw materialsfurniture, work-in-processfixtures, finished goodsequipment, supplies and other inventories used or held for use primarily in the conduct tangible personal property of the Business included with the Leased Real Property, as listed on Section 2.01(d) of the Disclosure Schedules (collectively, the “InventoryTangible Personal Property”); (e) all rights under Leased Real Property of the Business listed on Section 2.01(e) of the Disclosure Schedules; (f) all Contracts Permits relating primarily to the Business; (other than g) copies of all books and records that primarily relate to the Leases) used or held for use primarily Business; provided, however, that in the conduct case of Tax-related books and records, only those books and records that exclusively relate to the Business (for the avoidance of doubt, the Tax-related books and records of the Business, including those listed in Schedule 2.02(eSingapore Subsidiary and the Delaware Subsidiary shall be Purchased Assets) (the Purchased ContractsBooks and Records”); (fh) all of the equity interests of Tremor Video Pte. Ltd. (Company Registration No. 201013245E) (formerly known as ScanScout Pte. Ltd.), a company organized under the laws of Singapore and a wholly owned subsidiary of ScanScout (the “Singapore Subsidiary” and the transfer of such equity interests, the “Singapore Share Transfer”); (i) all of the equity interests of Tremor Video DSP, Inc., a corporation organized under the laws of Delaware and a wholly owned subsidiary of Parent (the “Delaware Subsidiary”); (j) all rights, claims and credits arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of any of the Seller Parties in respect of any Purchased Asset or any Assumed Liability that exist prior to the Closing Date; (k) all rights, claims, credits, causes of action action, rights to indemnification and contribution or rights of set-off setoff against third parties (other than the Seller Parties) relating to any Purchased Asset or arising from any Assumed Liability that exist prior to the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesClosing Date; (gl) all trade accounts receivable credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items that primarily relate to the Business (except for Tax credits, Tax refunds and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the BusinessTax assets); (hm) all prepaid assets books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, documents, agreements, mailing lists, sales data and information, advertising material, other distribution lists, billing records, sales and promotional literature, manuals, client and supplier correspondence (in all cases, in any form or medium, including computerized media), of any of the Seller Parties that primarily relate to the extent arising out Business; provided, however, that in the case of Tax-related books and records, only those books and records that exclusively relate to the Business (for the avoidance of doubt, the Tax-related books and records of the BusinessSingapore Subsidiary and the Delaware Subsidiary shall be Purchased Assets); (in) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the BusinessCurrent Assets reflected in Working Capital; and (ko) Business Records all goodwill associated with, and all rights, claims or choses in action relating primarily to or deriving from, any of the Businessassets described in the foregoing clauses.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tremor Video Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, (a) Based upon the terms representations and warranties and subject to the terms and conditions of set forth in this Agreement, Buyer agrees to purchase from Seller and on the Retained SubsidiariesClosing Date, and Seller agrees toParent shall, and to or shall cause its Subsidiaries (other than the Retained Subsidiaries Sold Companies) to, sell, convey, transfer, assign and delivertransfer to Buyer, and Buyer shall purchase, acquire and accept from Parent or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liensits Subsidiaries, all of SellerParent’s and the Retained or its Subsidiaries’ right, title and interest in, to and under in all of the assets, properties and business, of every kind rights that are owned by Parent or its Subsidiaries (other than the Sold Companies) and description, owned, used or held for use (unless otherwise provided in clause (vii) below) primarily in the conduct of relating to the Business by Seller or any of the Retained Subsidiaries (butcollectively, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), as the same may exist on the Closing Date, including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (ai) (A) all leased real property, set forth on Schedule 2.2(a)(i)(A) (the “Transferred Leased Real Property”) and (B) all owned real property, set forth on Schedule 2.2(a)(i)(B) (the “Transferred 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; (iii) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture 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 Milwaukeeproperty, 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 than IT Assets (collectively, the “InventoryEquipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (eiii) all rights under all Contracts (other than the Real Property Leases) used or held for use primarily in , Equipment Leases, collective bargaining agreements to which no Sold Company is a party and Contracts relating to the conduct of the Business, including those listed in Schedule 2.02(eExcluded Assets) (collectively, the “Purchased Assumed Contracts”); (fiv) 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’ warrantiesinventory; (gv) all trade accounts receivable Intellectual Property and other receivables IT Assets; (collectivelyvi) all Permits owned, utilized, held or maintained by or licensed to Parent or its Subsidiaries (subject to the “Accounts Receivable”terms of such Permits); (A) all Business Records relating primarily to the Business and all originals and copies of the foregoing (provided that, subject to Section 5.12, Seller may keep one copy, solely to the extent such retention is (w) required by applicable Law or for audit or evidentiary purposes, provided that use of and access to same shall be limited to the above purposes, or (x) necessary to operate its business (other than the Business) as it is currently operated as of the date hereof) and (B) one copy, solely to the extent such retention is (y) required by applicable Law or for audit or evidentiary purposes, of any Business Record that otherwise relates to the Business, provided that use of and access to the same shall be limited to the above purposes, or (z) necessary to operate the Business as it is currently operated as of the date hereof; (viii) the accounts and notes receivable of the Business, including all loans and other advances owing to Seller or any of its Affiliates by any Business Employee; (ix) all prepaid expenses and deposits and refunds (other than prepaid insurance); (x) all Proceedings, defenses, warranties and rights of offset or counterclaim (at any time or in any manner arising out or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent); (xi) the goodwill of the Business; (hxii) all prepaid assets property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any of the Purchased Assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the cost of repair or replacement and related administrative costs; (xiii) the bank accounts of Seller related solely to the extent arising out Purchased Assets; (xiv) all confidentiality agreements entered into by Seller or any of its Affiliates in connection with the sale of the Business; (ixv) all Business Intellectual Property Rights other than Business Intellectual Property Rights assets set forth on Schedule 2.2(a)(xv); in each case (for clarity), unless owned or held by the Sold Companies. (b) After the Closing Date, each of Parent and Seller shall take all actions (or shall cause its Affiliates to take all actions) reasonably requested by Buyer to effect the provisions of this Section 2.2, including the prompt transfer of any Purchased Assets that are owned by Seller or its Affiliates and are not transferred at the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the BusinessClosing.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (L3 Technologies, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon 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, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases, acquires and accepts from Seller, free and clear of any Liens mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance in respect of such property or asset (collectively, “Liens”) other than any Liens set forth on Schedule 1.1 (any such Liens, “Permitted Liens”), all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the following 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 doubtrights, excluding any the Excluded Assets or assets and properties of any Purchased Subsidiary(as defined below) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:): (a) All of the Owned Real Property, together with Prior Licensed Intellectual Property set forth on set forth on Schedule 1.1(a) and all buildings, fixtures and improvements erected thereon; (b) all rights Intellectual Property developed or improved under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests thereinIP Development Agreement, 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 each case that is owned by 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 “InventoryIntellectual Property Assets”); (e) all rights under all Contracts (other than . As used herein, “Intellectual Property” means the Leases) used or held for use primarily following in any jurisdiction throughout 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; (h) all prepaid assets to the extent arising out of the Business; world: (i) all Business Intellectual Property Rights inventions (whether patentable or unpatentable), all improvements thereto, and all patents and patent applications; (ii) trademarks, service marks, trade names, slogans, trade dress, logos, brand names, and other than Business Intellectual Property Rights owned by indicia of origin, all trademark registrations of and applications to register the Purchased Subsidiaries; foregoing, and all goodwill associated with any of the foregoing including any moral rights therein; (jiii) all Permits that are necessary published and unpublished works of authorship (including databases and Software, website and social media content), together with translations, adaptations, derivations and combinations thereof, and all copyright registrations and applications to register the operation foregoing; (iv) internet domain names; (v) trade secrets and other confidential information, formulas, designs, devices, technology, know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable; (vi) all copies and tangible embodiments of the Businessforegoing (in whatever form or medium); and and (kvii) Business Records relating primarily to all causes of action, claims and remedies for past, current, and future infringement, misappropriation, and similar violations of any of the Businessforegoing against third parties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject conditions set forth herein, at the Closing, Seller shall, sell, assign, transfer, convey and deliver to the conditions of this AgreementBuyer, and Buyer agrees to shall purchase from Seller all Receivables, Intellectual Property, Permits, trademarks, goodwill and confidential information as of the Retained SubsidiariesClosing Date, 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 deliveredin each case, to Buyer at the Closingextent that such business, assets, properties, goodwill and rights exist as of the Closing Date and primarily relate to the Business, except for the Excluded Assets (collectively, the “Purchased Assets”), free and clear of any Liens all Encumbrances, other than Permitted LiensEncumbrances, including (except in each case with respect to the Excluded Assets) all of Seller’s and the Retained Subsidiaries’ such right, title and interest inin and to the following: (a) all Receivables as set forth in Section 2.01(a) of the Disclosure Schedules; (b) all Contracts as set forth in Section 2.01(b) of the Disclosure Schedules, to including the Intellectual Property Agreements (the “Assigned Contracts”) and under the assetsassets contemplated by the third whereas clause of this Agreement; (c) all Intellectual Property Assets and Technology of the Business, properties including the Intellectual Property Assets and businessTechnology set forth in Section 2.01(c) of the Disclosure Schedules; (d) all Permits, of every kind and description, ownedif any, used or held for use primarily in connection with 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 of Sellers’ books and interest of Seller and the Retained Subsidiaries in, records related 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 or used or held for use primarily in connection with the conduct Business including, without limitation: (a) all corporate records related to the Purchased Assets; (b) executed copies of all of the Business Assigned Contracts; (collectivelyb) all equipment, products and other warranties pertaining to the Purchased Assets; (c) all technical information and data, maps, computer files, diagrams, blueprints and schematics; (d) all filings made with or records required to be kept by any Governmental Authority (including all backup information on which such filings are based); (e) all research and development reports; (f) all equipment and operating logs; (g) all creative, promotional or advertising materials; (h) all customer, vendor and supplier invoices and lists, client and supplier correspondence (in all cases, in any form or medium, including computerized media), mailing lists and other distribution lists; and (i) all sales data and information, billing records and manuals , all as set forth in Section 2.01(d) of the Disclosure Schedules (InventoryBooks and Records”); (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 action, rights to indemnification and contribution or rights of set-off setoff against third parties (other than Seller) relating to any Purchased Asset or arising from any Assumed Liability that exist prior to the Purchased Assets or Closing Date; (f) all rights to receive mail and other communications related to the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesBusiness; (g) all trade accounts receivable control authorization documentation related to each of the following things: ● all telephone, facsimile numbers; ● paper and electronic documentation related to investigative results, research, data, customer lists, supply lists, and other receivables (collectively, the “Accounts Receivable”) business records related to the extent arising out Purchased Assets or related to the Business; ● all websites, social media sites, filings, applicable financial or accounting records or spreadsheets and financial information (not including bank accounts); and ● similar business records or technology for the Purchased Assets of the Business;, including, without limitation, those items set forth in Section 2.01(g) of the Disclosure Schedule. (h) all prepaid assets historical records, images, advertisements, brochures and similar items related to the extent arising out of or used or held for use in connection with the Business; (i) all goodwill, trade secrets and confidential information associated with the Business Intellectual Property Rights other than Business Intellectual Property Rights owned by including, without limitation, the Purchased Subsidiaries;goodwill associated with existing customer relationships of the Business, and all rights, claims or credits relating to or deriving from, any of the assets described in the foregoing clauses; and (j) all Permits the sole right to use the name “Applied Biology” and derivations thereof. To the extent any assets used in the Business that are necessary not Excluded Assets are held by Affiliates of Seller, then Seller shall cause its Affiliates to transfer such assets to Buyer, which shall be included as “Purchased Assets” hereunder. Buyer agrees that Applied Biology s.r.o. (a Czech Republic company) is excluded from the operation of the Business; and (k) Business Records relating primarily to the Businessassets purchased.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon 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 the Seller shall sell, assign, transfer, convey and clear of any Liens other than Permitted Liensdeliver to the Purchaser, all of Seller’s and the Retained Subsidiaries’ Purchaser shall purchase, acquire and accept from the Seller, the entire right, title and interest of the Seller, to the extent assignable, in, to and under all of the assets, properties and business, rights of every kind and description, ownedreal, used or held for use primarily in personal and mixed, tangible and intangible, wherever situated, that are Related to the conduct of Business, other than 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) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsincluding: (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 supplies, spare parts and other inventories used or held for use primarily inventories; (b) all machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, molds, office equipment, computers, telephones and other items of tangible personal property; (c) all Owned Intellectual Property; (d) except as provided in Section 2.2(b), all Contracts, including the conduct Contracts set forth in Section 4.8(a) of the Business Seller Disclosure Schedule and Section 4.7(d) of the Seller Disclosure Schedule (collectively, the “InventoryAssigned Contracts”); (e) all rights under all Contracts (other than material Permits which are necessary for the Leases) Seller to conduct the Business as currently conducted or for the ownership and use of the assets owned or used or held for use primarily by the Seller in the conduct of the Business, including those listed in Schedule 2.02(e) (Business to the “Purchased Contracts”)extent transferable; (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating Books and Records to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesextent permitted by applicable Law; (g) all trade accounts receivable claims, causes of action, choses in action, rights of recovery and other receivables (collectivelyrights under all warranties, the “Accounts Receivable”) to the extent arising out representations and guarantees made by suppliers of the Businessproducts, materials or equipment, or components thereof; (h) all prepaid assets to the extent arising out of the Businessaccounts receivable; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiariesprepaid expenses; (j) all Permits that are necessary to the operation of the Businesscash and cash equivalents; and (k) all goodwill of the Business Records relating primarily to the Businessas a going concern.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quadrant 4 System Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowOn the Closing Date, upon Sellers shall transfer, sell, assign, and deliver to Purchaser, and Purchaser shall purchase from Sellers, in each case on the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from Seller Agreement 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 LiensSale Order, all of Seller’s and the Retained Subsidiaries’ Sellers' right, title and interest in, to and under the any and all assets, properties and business, business of every kind and description, whether tangible or intangible, real, personal or fixed wherever situated, owned, held or used by Sellers or held for use primarily in the conduct of the Business by Seller or which Sellers have 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 or interest, other than the Excluded Assets (all such assets, properties and interest business are referred to in this Agreement as the "Purchased Assets"), free and clear of Seller all Encumbrances, other than the Assumed Liabilities and the Retained Subsidiaries inPermitted Real Estate Liens. The Purchased Assets include, to and under without limitation, the following Purchased Assetsfollowing: (a) all real property and leases or subleases of, and any other interests in, real property used or owned or held for use in the Owned Business and listed on the attached Schedule 2.1(a) (the "Real Property"), in each case together with all buildingsbuildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures of Sellers attached or appurtenant thereto and improvements erected thereonall easements, licenses, rights and appurtenances relating to the foregoing (the "Purchased Plants"); (b) all rights under Sellers' owned equipment, machinery and tooling located at or associated with the Leases with respect to operation of the Leased Real PropertyPurchased Plants and the equipment, machinery, furniture, fixtures and improvements and tooling listed on the attached Schedule 2.1(b) (the "Owned Machinery and Equipment"); (ic) all tangible personal property and interests thereincars, including machinerytrucks, equipmentfork lifts, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel other industrial vehicles and other tangible property (including all interests in personal property underlying capital leases) motor vehicles owned by Sellers located at at, or associated with, the Real Property and held for use primarily in the conduct operation 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)Purchased Plants; (d) all raw materialsAssets of Nimishillen & Tuscarawas, work-LLC (the "Railroad Subsidiary"), including all owned, leased or subleased real property of the Railroad Subsidiary, and any other interests in-process, finished goods, supplies and other inventories real property used or held for use primarily in owned by the conduct Railroad Subsidiary, rights of the Business (collectivelyway, locomotives, cars and track repair equipment, including, but not limited to, the “Inventory”Assets listed on the attached Schedule 2.1(d); (e) all rights under all Contracts (other than Assets of or related to Republic's corporate headquarters located at 3770 Embassy Parkway, Akron, Ohio, including, but not limited to, 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”Xxxxxx xxxxxx xx xxx xxxxxxxx Xxhedule 2.1(e); (f) all furniture, fixtures, improvements and other fixed assets that are located at or associated with the Purchased Plants, including the assets listed on the attached Schedule 2.1(f); (g) to the extent transferable under applicable Law and applicable Environmental Law, all Permits used in the Business in conjunction with the Purchased Assets and all pending applications therefor, including, without limitation, those Permits described on the attached Schedule 5.1(h); (h) customer relationships, the goodwill and all other intangible assets relating to, symbolized by or associated with the Business; (i) all (i) patents, patent applications, provisional patent applications, patent disclosures, and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent application, registrations and applications for registrations ("Patents"), (ii) trademarks, service marks, trade dress, logos, trade names, domain names and corporate names and registrations and applications for registration thereof ("Trademarks"), (iii) copyrights, copyright applications and registrations ("Copyrights"), (iv) commercial and technical trade secrets, know-how, confidential information, other proprietary property rights and interests, and (v) licenses, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, software licenses, and proprietary property rights and interests and any licenses in respect thereof (collectively, "Intellectual Property Rights") which are used in connection with the operation of the Business, including those set forth on the attached Schedule 5.1(d); (j) copies or originals of all books, files and records used in the Business relating to the Purchased Assets described in this Section 2.1, including plans, data, test results, drawings, diagrams, employment records, sales records, customer and supplier lists, advertising and promotional materials, engineering data, safety and environmental reports and documents, maintenance schedules and operating and production records, all other files, indices, market research studies, surveys, reports, analyses and similar information of every kind and nature, and in whatever format used in connection with the operation of the Business; (k) all contracts, agreements and purchase orders set forth on Schedule 2.1(k) (the "Purchased Contracts"); (l) all items of inventory of the Business wherever located, including, without limitation, raw materials, work in process, finished goods, supplies used to operate and maintain the Equipment or process raw materials and work in process, spare parts and supply and packaging items including any of the aforementioned owned by Sellers but in the possession of manufacturers, customers, suppliers or dealers, or in transit or returned goods ("Inventory"), which, for avoidance of doubt, includes any Inventory related to or located at any of the Excluded Plants; (m) all notes (including notes from employees), accounts receivable and other receivables, cash, deposits, advances and prepaid expenses (other than prepaid Taxes) of Sellers related to the Business together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any security or collateral therefor, including recoverable advances and deposits, which, for avoidance of doubt, includes any of the foregoing related to the Excluded Plants; (n) all prepayments, prepaid expenses and deferred items, refunds, rights, claims, credits, causes of action or action, condemnation proceedings, rights of set-off or other rights against third parties (other than Tax refunds and credits), including without limitation any rights concerning any litigation in which, in connection with or with respect to the Business, any Sellers is a claimant, including without limitation, those identified on Schedule 2.1(n), except Bankruptcy Code avoiding power actions and claims; (o) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with the operation of the Business or affecting the Equipment; (p) all computer hardware, software programs, databases and other technology assets whether owned, licensed (subject to applicable restrictions), leased or internally developed and all documentation related to such computer software programs and databases used or held for use by Sellers and wherever located, including any of the foregoing related to the Excluded Plants; (q) that portion of any refunds or refunded pre-payments related to the Insurance Policies equal to the relative value of the Purchased Assets compared to the Excluded Assets; (r) any and all assets held in a VEBA (as described in Section 501(c)(9) of the Code) or other trust or welfare benefit fund used to fund medical, dental, disability, or other welfare benefits for active or retired employees but only if and to the extent such assets have not been used to pay benefits under any disability plan that is funded through the VEBA (determined as of the signing of this Agreement) as of the date Republic no longer has any obligations to participants under such plan; (s) to the extent that the Cartersville Asset Sale is consummated after the Closing, all proceeds from the Cartersville Asset Sale; and (t) all air emissions credits and allowances Sellers have, are entitled to or have applied for, relating to or arising from the Purchased Assets or other emissions units now or previously located on the Assumed LiabilitiesReal Property, including unliquidated rights under manufacturers’ any such air emissions credits and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectivelyallowances that Sellers have credit for or have banked, the “Accounts Receivable”) applied to the extent arising out of the Business; (h) all prepaid assets bank or agreed to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Businesssell or trade.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Steel Capital Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from Seller and at the Retained SubsidiariesClosing, each Asset Selling Entity shall, and Seller agrees to, and shall cause each Asset Selling Entity to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in the following assets, properties and business, of every kind and description, rights owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries such Asset Selling Entity (butcollectively, 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 as the Retained Subsidiaries in, to and under same may exist on the following Purchased AssetsClosing Date: (a) the Owned Real PropertyClosing Cash, together with all buildings, fixtures and improvements erected thereonif any; (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 all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leases) located at owned, leased or licensed by the Real Property Asset Selling Entities and held for use used primarily in the conduct Business (collectively, the “Equipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (c) all other Contracts of the Business and (ii) those assets of Seller related any Asset Selling Entity relating primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee(other than the Real Property Leases, WisconsinEquipment Leases and Contracts relating to the Excluded Assets) (collectively, which are listed on Schedule 2.02(cthe “Assumed Contracts”), and all outstanding purchase orders relating primarily to the Business (other than such purchase orders relating to the Excluded Assets); (d) all raw materials, work-in-process, finished goods, supplies and other inventories Inventory used or held for use primarily in the conduct Business; (e) the registered trademarks and copyrights and the patents and any applications for the foregoing set forth on Schedule 2.2(e)(i) of the Seller Disclosure Letter, the computer software programs, source codes and user manuals owned, used or leased by, or licensed to, the Asset Selling Entities set forth on Schedule 2.2(e)(ii) of the Seller Disclosure Letter, and all other Intellectual Property used exclusively in 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 ContractsTransferred Intellectual Property”); (f) all rightstransferable Permits owned, claimsutilized, credits, causes held or maintained by or licensed to the Asset Selling Entities (subject to the terms of action or rights of set-off against third parties such Permits) relating primarily to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesBusiness; (g) all trade accounts receivable customer, vendor, supplier, contractor, and other receivables service-provider lists to the extent relating to the Business, and all files, documents and records (collectivelyincluding billing, the “Accounts Receivable”payment and dispute histories, credit information and similar data) to the extent arising out relating to customers, vendors, suppliers, contractors or service-providers of the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent relating primarily to the Business; (h) the accounts and notes receivable of the Business, including Assumed Intercompany Receivables, except for any accounts and notes receivable not able to be specifically identified as accounts or notes receivable of the Business (the “Excluded Accounts Receivable”) and all loans and other advances owing to Seller by any Business Employee who becomes a Transferred Employee; (i) all prepaid assets expenses and deposits and refunds relating directly and primarily to the extent Business (other than prepaid insurance for the Asset Selling Entities) received after the Closing Date; (j) all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising out or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing Date; (k) the goodwill of the Business; (il) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records advertising, marketing, sales and promotional materials relating primarily to the Business; (m) all property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any of the Purchased Assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net the cost of repair or replacement to the extent that Seller has paid for such repairs or replacement; (n) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the assets described in this Section 2.2; (o) the personnel records (including all human resources and other records) of all Transferred Employees to the extent transferable in light of legal and contractual considerations, and (p) all other assets set forth on Schedule 2.2(p) of the Seller Disclosure Letter.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Preformed Line Products Co)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from at the Closing, the Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, convey, transferassign, assign transfer and deliver, or cause deliver to be sold, conveyed, transferred, assigned the Purchaser and delivered, to Buyer at the Closing, free Purchaser shall purchase and clear of any Liens other than Permitted Liens, acquire from the Seller all of the Seller’s and the Retained Subsidiaries’ right, title and interest inof the Seller and, as applicable, its Affiliates in and to all of the assets and under properties of the assetsSeller and, properties and businessas applicable, its Affiliates of every kind and description, ownedreal, personal and mixed, tangible and intangible, wherever situated, used or held for use primarily in connection with the conduct of Business, as the Business by Seller or any of same shall exist on the Retained Subsidiaries (butClosing Date, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), including free and clear of all rightEncumbrances, title and interest of Seller and including, without limitation, the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) the Owned Real Propertyall machinery, together with all buildingsequipment, fixtures vehicles, supplies, office furniture and improvements erected thereonoffice equipment, fixtures, equipment, tools, telecommunications equipment, computers and accessories; (b) all rights under Contracts listed on Part 1.1(b) of the Leases with respect to Disclosure Schedule (the Leased Real Property“Assigned Contracts”); (ic) 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 Permits to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)extent transferable to the Purchaser; (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”)Receivables; (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”)Materials and Supplies; (f) all rightsCompany Intellectual Property and all computer software (including, claimswithout limitation, 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’ documentation and vendors’ warrantiesrelated object and source codes); (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business[Intentionally Omitted]; (h) all prepaid assets the Seller’s interest, as lessee, in the Leased Real Property to the extent arising out of the BusinessLeases related to such Leased Real Property are Assigned Contracts; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased SubsidiariesRecords; (j) telephone, telecopy and e-mail addresses and listings; (k) all Permits that are necessary to the operation rights of the BusinessSeller to its corporate name, Sub-Surface Construction Co., and derivations and variants thereof; (l) all rights of EnStructure to its corporate name, EnStructure Corporation, and derivations and variants thereof; and (km) Business Records relating primarily all rights related to the BusinessPurchased Assets and all Causes of Action.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infrasource Services Inc)

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, 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 Liens, other than Permitted Liens, all of Seller’s 's and the Retained Subsidiaries' right, title and interest in, to and under all of the assets, rights, properties and business, of every kind and description, owned, held or used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butas the same shall exist on the Closing Date, except for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including . The Purchased Assets include all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsthat are owned, held or used primarily in the conduct of the Business: (a) the Owned Real Property, together with Property and the Leased Real Property (including all buildings, fixtures and improvements erected Leasehold Improvements thereon) listed in Section 3.13 of the Disclosure Schedule; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, therein (including machinery, equipment, furniture, office equipment, communications equipment, furnishings and vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at (i) the Owned Real Property and held for use primarily Leased Real Property described in the conduct of the Business and clause (a) above or (ii) those assets that portion of Seller related primarily to any facility used by the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c)other than such Owned Real Property or Leased Real Property; (dc) all raw materials, work-in-process, finished goods, supplies supplies, spare parts, packaging and other inventories used inventories, except for work-in-process and finished goods produced by any Retained Business for which the Business has not yet taken ownership in accordance with the commercial arrangements relating thereto, but including work-in-process and finished goods produced by the Business for which the Retained Businesses have not yet taken ownership in accordance with the commercial arrangements relating thereto; (d) all rights (including rights in respect of non-performance or held for use primarily breach) under all contracts, agreements, leases, licenses (excluding Portfolio Cross-Licenses), commitments, sales and purchase orders and other instruments, including all contracts listed in the conduct Section 3.10 of the Business Disclosure Schedule (collectively, the “InventoryContracts”), including the capital lease relating to the Attleboro, Massachusetts facility; (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 receivables; (collectively, the “Accounts Receivable”f) to the extent arising out all prepaid assets; (g) all of the BusinessShares; (h) all prepaid assets to the extent arising out of the BusinessBusiness Intellectual Property Rights; (i) all Business Intellectual Property Rights licenses, permits, qualifications or other than Business Intellectual Property Rights owned by governmental authorizations transferable without consent of any Governmental Authority and such other licenses, permits, qualifications, or other governmental authorizations for which consent to transfer is obtained on or prior to (or, pursuant to Section 2.07, after) the Purchased SubsidiariesClosing Date; (j) all Permits that are necessary books, records, files and papers, whether in hard copy or computer format, including any information relating to any Tax imposed on the operation of the BusinessPurchased Assets or a Purchased Subsidiary; (k) sales and promotional literature, customer lists, and other sales and marketing-related materials; and (kl) Business Records relating primarily to the Businessall claims, causes of action, judgments, reimbursements and demands.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Texas Instruments Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions set forth in this Agreement and the terms and conditions of this the Settlement Agreement and the Cooperation Agreement, Buyer agrees to purchase at the Closing, Purchaser shall purchase, acquire and accept from Seller and the Retained SubsidiariesSellers, and Seller agrees to, and to cause the Retained Subsidiaries to, Sellers shall sell, convey, transfer, assign assign, convey and deliver, or cause deliver to be sold, conveyed, transferred, assigned and delivered, to Buyer at the ClosingPurchaser, free and clear of any Liens all Liens, other than the Permitted LiensExceptions, all of Seller’s and the Retained Subsidiaries’ Sellers' right, title and interest in, to and under the following assets, properties and business, of every kind and description, owned, used rights owned or held for use primarily in by any Seller on the conduct of Closing Date (collectively, 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 thereonSubscriber Information; (b) all DIRECTV Equipment and any rights under to bill and collect from Subscribers for non-return fees in connection xxxx DIRECTV Equipment; (c) all rights to bill and collect from Subscribers for early termination or disconnecx xxes; (d) all Documents; (e) the leases, if any, set forth on Schedule 2.1(e) (the "Purchased Facility Leases"), together with all improvements, fixtures and other appurtenances to real property subject to such Purchased Facility Leases and rights in respect thereof; (f) the Furniture and Equipment; (g) the Member Agreements, the Seamless Agreement and the Contracts set forth on Schedule 2.1(g) (the "Purchased Contracts") and all rights thereunder; (h) all rights to receive cash patronage from NRTC in an amount up to the Patronage Amount, with respect to the Leased Real Propertyperiods commencing January 1, 2003 and ending on the Closing Date, whenever such amounts may be distributed by NRTC, excluding rights to Patronage Certificates or future cash distributions, if any, under Patronage Certificates as provided for in Section 4 of the Settlement Agreement; (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, unearned revenue of Sellers as of the “Accounts Receivable”) Closing Date that relate to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary rights under the Confidentiality Agreement, any Third Party Confidentiality Agreement or under non-disclosure or confidentiality, non-compete or non-solicitation agreements with Transferring Employees; (k) to the extent transferable, all "1-800" telephone numbers owned or used by the Sellers in connection with the operation of the Business; and (kl) Business Records relating primarily any other asset, property or right existing on the Closing Date to the Businessextent and in the amount such asset, property or right is included in calculating the Final Net Working Capital Amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Directv Holdings LLC)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowAt Closing, 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, shall sell, convey, transfer, assign transfer and deliver, deliver or cause to be sold, conveyedtransferred or delivered to the Buyer, transferred, assigned and delivered, to the Buyer at shall purchase from the Closing, free and clear of any Liens other than Permitted Liens, Seller all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under assets that are used by the assets, properties and business, of every kind and description, owned, used Seller or held for use primarily its Affiliates in the conduct of Business excluding only 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”)) free and clear of all Liens except Permitted Liens, including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsincluding: (a) the Owned Real PropertyAll machinery, together with all buildingsequipment, fixtures inventory, fixtures, furniture, supplies, tools, dies, jigs, molds, vehicles and improvements erected thereonother tangible personal property; (b) all All rights to and under assignments of any tangible personal property; (c) The Leasehold Interests under the Leases with respect to the Leased Real Property; (iset forth in Section 2.1(c) 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 Disclosure Letter (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“Assumed Leases”); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily The Owned Real Property listed in the conduct Section 2.1(d) of the Business Disclosure Letter (collectively, the “InventoryTransferred Real Estate”); (e) all rights under all Contracts (other than the Leases) All Intellectual Property that is used or held for use primarily in the conduct of the Business, including those listed that which is set forth in Schedule 2.02(eSection 2.1(e) of the Disclosure Letter, and all licenses, sublicenses, agreements, or permissions relating to such Intellectual Property (the “Purchased ContractsBusiness Intellectual Property) (for the avoidance of doubt, Business Intellectual Property includes any Intellectual Property that constitutes a Transferred Brainerd Asset); provided, however, that the Business Intellectual Property shall not include the Multi-Business Intellectual Property and any Intellectual Property listed on Section 2.2(o) of the Disclosure Letter; (f) all rightsAll rights to and under Contracts that relate to the Transferred Business; (g) All accounts receivable, notes receivable and other receivables that relate to the Transferred Business; (h) All prepaid assets (other than prepaid insurance) and deposits held by any Person that relate to the Transferred Business; (i) All claims, creditsdeposits, prepayments, refunds, causes of action or action, choses in action, rights of set-off recovery, rights of set off, counterclaims and rights of recoupment, including for past, present or future damages for the breach, infringement or misappropriation of any Purchased Assets including any claims or causes of action of the Seller against any third parties party relating to the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (j) All Permits that relate to the Transferred Business; (k) All Customer Lists; (l) All of the Seller’s or any of its Affiliates’ goodwill associated with the Purchased Assets; (m) All insurance benefits of the Seller or any of its Affiliates including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities; (n) All Intellectual Property (and all licenses, sublicenses, agreements or permissions relating to such Intellectual Property) and other assets set forth in Section 2.1(n) of the Disclosure Letter and the order book and customer Contracts, in each case, used in the specialty paper business of the Seller conducted at the Brainerd Facility prior to the Seller’s February 21, 2013 announced closing of the Brainerd Facility (collectively, the “Transferred Brainerd Assets”); and (o) All books, records and other documents that relate to the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ fixed asset records, sales records, and vendors’ warranties; advertising materials (g) including price lists); all trade accounts receivable equipment, product and other receivables warranties pertaining to the Purchased Assets; and all technical and research data, maps, computer files, diagrams, blueprints and schematics, books of account and records, ledgers, files, correspondence, plats, architectural plans, drawings and specifications, creative materials, studies and reports, research and development reports, equipment and operating logs and creative, promotional or advertising materials to the extent the foregoing relate to the Purchased Assets or the Assumed Liabilities; provided, however, that Seller reserves the right to retain copies of any of the foregoing that relate to the Business or that does not constitute Purchased Assets or Assumed Liabilities and to inspect and copy such books, records, and other documents, and to be furnished with the originals thereof (collectivelyif required by Law and such originals are available) from time to time after the Closing Date, after reasonable notice and during normal business hours, (i) for the “Accounts Receivable”purpose of preparing financial statements and Tax returns; (ii) in connection with general and Tax audits; (iii) in connection with asserting, prosecuting, or defending any Action (other than an Action brought against the Buyer or its Affiliates by Seller or its Affiliates); (iv) to the extent arising out of the Business; any such books, records, or other documents contain information related or applicable to Excluded Assets or Retained Liabilities; or (hv) all prepaid assets to the extent arising out otherwise reasonably required by Law; provided further that any retained copies or originals of any of the Business; foregoing shall be kept confidential in accordance with Section 7.3 but without expiration after five (i5) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Businessyears; and (kp) Business Records relating primarily to The 8,160 shares of capital stock held by the BusinessSeller Parent in Wisconsin Valley Improvement Corporation, a corporation organized under Section 182.70 of the Wisconsin Statutes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wausau Paper Corp.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser (or its Permitted Designee, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closingas directed in writing by Purchaser), free and clear of any all Liens other than Permitted Liens, and Purchaser or its Permitted Designee shall purchase, acquire and accept from each such Asset Selling Entity, all of Sellereach Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in the following assets, properties and business, of every kind and description, rights owned, held or used or by such Asset Selling Entity (collectively, and together with (i) the assets transferred pursuant to ‎Section 2.1 and (ii) the Equity Interests in Conveyed Companies held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (butanother Conveyed Company, 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 as the Retained Subsidiaries in, to and under same may exist on the following Purchased AssetsClosing Date: (a) the Transferred Owned Real Property set forth on Schedule 2.2(a) of the Seller Disclosure Letter, together with the Asset Selling Entities’ right, title or interest in and to any fixtures, structures or improvements comprising part of such Transferred 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 thereintherein (other than Intellectual Property, Information Technology and Software), including machinery, equipment, furniture, office equipment, communications all the equipment, vehicles, storage tanksmachinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leasesowned, leased or licensed by the Asset Selling Entities and primarily related to the Business, including the equipment listed on Schedule 2.2(b) located at the Real Property and held for use primarily in the conduct of the Seller Disclosure Letter (collectively, the “Equipment”, with the leases relating to any Equipment so leased being referred to herein as the “Equipment Leases”); (c) the Contracts primarily relating to the Business and or exclusively relating to Purchased Assets (other than (i) licenses to Intellectual Property, (ii) those assets of Seller related Information Technology Contracts, (iii) Equipment Leases, (iv) Real Estate Leases and (v) Contracts relating primarily to the Business that are located at its Corporate Technology Center facility located in MilwaukeeExcluded Assets), Wisconsin, which are listed including the Contracts set forth on Schedule 2.02(c2.2(c) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”), and all outstanding purchase orders to the extent relating to the Business; (d) all raw materials, work-in-process, finished goods, supplies and other inventories Inventory used or held for use primarily in the conduct Business; (e) the (i) Information Technology assets (other than Software, IT support services contracts or Information Technology Contracts) owned, used or leased by, or licensed to, the Asset Selling Entities that is located at any Transferred Owned Real Property or the Leased Real Property that constitutes a Purchased Asset (other than 287 Xxx Xxxxx Road, Shanghai, China), (ii) the Information Technology (other than Software, IT support services or Information Technology Contracts) directly assigned to one or more Transferred Employees (e.g., laptops), (iii) Software downloaded onto, or installed in, any hardware directly assigned to one or more Transferred Employees, other than the Software set forth on Schedule 2.2(e) of the Seller Disclosure Letter, (iv) any other Software, Information Technology or Information Technology Contracts exclusively relating to the Business and (v) IT support services contracts primarily relating to 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 ContractsTransferred IT Assets”); (f) the registered and common law trademarks and copyrights, the domain names and the patents, and any applications (filed or unfiled) for the foregoing set forth on Schedule 2.2(f) of the Seller Disclosure Letter and all rightsother Intellectual Property of Seller or any Asset Selling Entity to the extent exclusively used in or exclusively related to the Business (collectively, claimstogether with any Intellectual Property owned by a Conveyed Company, 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“Transferred Intellectual Property”); (g) all trade accounts receivable Intellectual Property Licenses; (h) transferable Permits owned, utilized, held or maintained by or licensed to the Asset Selling Entities (subject to the terms of such Permits) relating primarily to the Business, the Conveyed Companies (to the extent relating to the Business) any Transferred Employee or to the Purchased Assets; (i) all customer, distributor, vendor, supplier, contractor, and service-provider lists primarily relating to the Business, and all files, data, databases, documents and records (including billing, payment and dispute histories, credit information and similar data) primarily relating to the Business, and other receivables business and financial records, files, books and documents primarily relating to the Business, in each case whether in hard copy or computer format (collectively, the “Accounts ReceivableBusiness Records); (j) the accounts and notes receivable of the Business, including Assumed Intercompany Receivables and all loans and other advances owing to Seller or any of its Affiliates by any Business Employee but excluding all other intercompany receivables; (k) all prepaid expenses and deposits and refunds to the extent relating to the Business (other than prepaid insurance) or the Purchased Assets or arising out of the Assumed Contracts; (l) all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) to the extent arising out relating to any of the Purchased Assets, the Conveyed Companies (other than to the extent primarily relating to the Excluded Assets) or Assumed Liabilities or to the Business; (m) the goodwill of the Business; (hn) all prepaid assets advertising, marketing, sales and promotional materials relating primarily to the extent arising out of the Business; (io) all Business Intellectual Property Rights property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any of the Purchased Assets or assets that would have been included in the Purchased Assets but for such damage or complete destruction, other than Business Intellectual Property Rights owned to the extent related to a Retained Liability or an Excluded Asset, in each case net of any deductible and the actual out of pocket cost of repair or replacement incurred by the Purchased SubsidiariesSeller Entities prior to the Closing and related administrative costs; (jp) all Permits that are necessary rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors and rights to contractual refunds or rebates in relation to any of the Purchased Assets; (q) all assets to be transferred to such Asset Selling Entity in connection with the Restructuring; (r) the Assumed Plans, Conveyed Company Benefit Plans and any assets, trust agreements and other funding Contracts related thereto; (s) all of the rights and interests of Seller and its Affiliates in and to the operation confidentiality agreements entered into by Seller or any of its Affiliates in connection with the sale of the Business; and (kt) Business Records relating primarily to all other assets set forth on Schedule 2.2(t) of the BusinessSeller Disclosure Letter.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Littelfuse Inc /De)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of set forth in this Agreement, Buyer agrees to purchase from Seller at the Closing, the Asset Sellers, and the Retained SubsidiariesCompany (but solely with respect to the Aircraft Equipment set forth in Sections 2.2(c) and the Inventory set forth in Section 2.2(e)) and Cougar Properties (but solely with respect to the Transferred Leased Real Property and Transferred Owned Real Property), shall, and Seller agrees to, and to shall cause the Retained their Subsidiaries to, sell, convey, transferassign, assign deliver and delivertransfer to Asset Purchaser or Real Estate Purchaser (or one or more of their designated Affiliates), as applicable, and Asset Purchaser or Real Estate Purchaser shall, or shall cause one or more of their designated Affiliates to, purchase, acquire and accept from each Asset Seller, or the Company (but solely with respect to be sold, conveyed, transferred, assigned the Aircraft Equipment set forth in Sections 2.2(c) and delivered, the Inventory set forth in Section 2.2(e)) or Cougar Properties (but solely with respect to Buyer at the ClosingTransferred Leased Real Property and Transferred Owned Real Property), free and clear of any all Liens other than Continuing Permitted Liens, all of such Asset Seller’s (or the Company’s, solely with respect to the assets set forth in Sections 2.2(c) and Section 2.2(e) or Cougar Properties’ (but solely with respect to the Retained Subsidiaries’ Transferred Leased Real Property and Transferred Owned Real Property)) right, title and interest in, to and under all of the assets, properties properties, Contracts, claims and businessrights (in each case, of every kind whether real, personal or mixed, tangible or intangible and description, owned, wherever located) which are used or held for use primarily in the conduct of Business or primarily related to the Business by Seller or any of Business, other than the Retained Subsidiaries Excluded Assets, (butcollectively, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all rightof the following assets, title properties, Contracts, claims and interest rights of Seller the Asset Sellers (or the Company’s, solely with respect to the Aircraft Equipment set forth in Sections 2.2(c) and the Retained Subsidiaries in, Inventory set forth in Section 2.2(e) or Cougar Properties’ (but solely with respect to the Transferred Leased Real Property and under the following Purchased Assets:Transferred Owned Real Property)): (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; (iProperty set forth on Schedule 2.2(a) 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 any Leased 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 otherwise used or held for use primarily in the conduct of the Business Business, including (x) any prepaid rent, security deposits and options to renew or extend or purchase related to such leased real property and (y) any fixtures, structures or improvements appurtenant to such leased real property (collectively, the “InventoryTransferred Leased Real Property”); (eb) all rights under all Contracts (other than the LeasesOwned Real Property set forth on Schedule 2.2(b) and any Owned Real Property otherwise used or held for use primarily in the conduct Business, including any fixtures, structures or improvements appurtenant to such real property (collectively, the “Transferred Owned Real Property”); (c) the Aircraft set forth on Schedule 2.2(c), including any and all Aircraft Equipment of, and/or attached to, such Aircraft as set forth on Exhibit H (the “Transferred Helicopters”); (d) all Inventory, whether in the possession of a customer, vendor, supplier or employee of the Business, owned by the Company, as of the Closing Date, and including those listed any Inventory in transit as of the Closing Date, but excluding the Excluded Inventory; (e) the Contracts set forth on Schedule 2.02(e2.2(e) (the “Purchased Assumed Contracts”), including all rights and incidents of interest of, and benefits accruing to, the VIH Entities under such Assumed Contracts; (f) all rights, claims, credits, causes of action or action, defenses and rights of setoffset or counterclaim (at any time or in any manner arising or existing, whether cxxxxx or inchoate, known or unknown, contingent or non-off against third parties contingent) relating to or arising from any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchasers as of the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesClosing Date; (g) all trade accounts insurance proceeds received or receivable and other receivables (collectively, the “Accounts Receivable”) under any insurance policy written prior to the extent arising out Closing Date in connection with (i) the damage or complete destruction of any of the BusinessPurchased Assets prior to the Closing that would have been included in the Purchased Assets but for such damage or complete destruction, and (ii) any Assumed Liability (it being understood and agreed that Purchasers shall have the right to require Sellers or any of their Affiliates to assert claims under such policies with respect to such matters in accordance with Section 5.7 of this Agreement), provided that if any Transferred Helicopter has suffered an Event of Loss prior to the Closing and the Purchase Price has been reduced by the amount allocable to such Transferred Helicopter pursuant to Section 2.7, then any insurance proceeds received in respect of such Transferred Helicopters shall constitute an Excluded Asset; (h) all prepaid rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in relation to any of the Transferred Helicopters, Aircraft Equipment and other Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2 (including any monies received in respect of such warranties to the extent arising out not expended to repair or replace the applicable assets as of the Business;Closing Date); and (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Businessassets set forth on Schedule 2.2(i).

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Bristow Group Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowPursuant to Sections 105, upon 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from at the Closing, Seller and the Retained Subsidiariesshall, and Seller agrees to, and to shall cause the Retained any of its Subsidiaries to, sell, convey, transfer, assign assign, convey and deliverdeliver to Purchaser or any Designated Purchaser, or cause to be soldand Purchaser shall purchase, conveyedacquire, transferred, assigned assume and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, accept from Seller all of Seller’s and the Retained or any of Seller’s Subsidiaries’ right, title and interest in, to and under under, as of the Closing (in each case, free and clear of any and all Encumbrances or Claims, other than Permitted Encumbrances), all assets, properties and business, of every kind and description, owned, rights related to or used or held for use primarily in the conduct of Business, other than the Business Excluded Assets, whether tangible and intangible, real, personal and mixed, whether now owned or hereafter acquired by Seller or its Subsidiaries, whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto, including the Retained Subsidiaries (butfollowing, for but in each case excluding the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:): (a) all properties, rights, claims and assets (other than the Owned Real PropertyExcluded Assets) of every kind and description (including each warranty, together with all buildingsrepresentation, fixtures guarantee, indemnity, contractual claim (express, implied or otherwise), deposit, prepaid charge or prepaid expense) related to or used in the Business, wherever situated or located, real, personal or mixed, tangible or intangible, contingent, owned, leased, subleased or licensed, whether or not reflected on the books and improvements erected thereonrecords of Seller, as the same shall exist on the Closing Date; (b) subject to Section 1.6 to the extent that they may be assumed and assigned pursuant to Sections 363 and 365 of the Bankruptcy Code, all Contracts related to or used in the Business and all rights of Seller or any of its Subsidiaries under such Contracts, but excluding any Non-Assumed Contracts, including all rights under any Lease for Assumed Leased Real Property, any license agreements, any customer contracts, any master service agreements and any contract renewal rights (collectively, the Leases “Assigned Contracts”), each as listed on Schedule 1.1(b); (c) except as set forth on Schedule 1.1(c), all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Seller related to the Business, including all accounts receivable with respect to customers in North America and India related to the Business, but excluding any intercompany Indebtedness, payables or receivables among Seller and its Affiliates (the “Accounts Receivable”); (d) all proceeds, rents or profits arising out of or related to the Purchased Assets or the Business; dn-192372 (e) all Documents used in or related to the Purchased Assets or Assumed Liabilities and, without limiting the foregoing, each of the following: financial accounting and other books and records, lists of (and currently available contact information for) current and prospective customers, vendors and suppliers, other distribution lists, billing records, invoices, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, manuals and customer, vendor and supplier correspondence owned by Seller and all other business and other records, in each case related to or used in the Purchased Assets, the Assumed Liabilities or the Business; (f) the Leased Real Property listed on Schedule 1.1(f) (the “Assumed Leased Real Property”), including any security deposits or other deposits delivered in connection with the Leases pursuant to which the Assumed Leased Real Property is leased; (g) to the extent transferable, all lock boxes, and, to the extent not transferable, the proceeds remitted thereto, to which account debtors of Seller remit payments related to or used in the Business or the Purchased Assets; (h) to the extent related to or used in the Business, all deposits of Seller as security for rent, electricity, telephone, bonds or other sureties or otherwise, and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses and rent under any personal property leases attributable to the period of time beginning prior to and ending at Closing; (i) all tangible personal property and interests thereinassets of Seller related to or used in the Business, including all fixed assets, equipment and other personal property, machinery, equipment, furniture, office owned and licensed computer hardware, stored data, communication equipment, communications equipment, vehicles, storage tanks, spare trade fixtures and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) leasehold improvements of Seller located at any of the Assumed Leased Real Property or at the locations listed on Schedule 1.1(i) in each case with any freely transferable warranty and service rights of Seller with respect to such Purchased Asset; (j) all personnel files for Transferred Employees except where the assignment of such files may be prohibited by Law; provided, however, that Seller has the right to retain copies at Seller’s expense to the extent required by Law; (k) any chattel paper owned or held for use primarily by Seller and used in or related to the conduct of Business or the Purchased Assets other than the Excluded Assets; (l) to the extent transferable, all Permits related to or used in 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 Businesspending applications therefor, including those listed in set forth on Schedule 2.02(e) (the “Purchased Contracts”1.1(l);; dn-192372 (fm) all express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action or rights of set-to set off and subrogation against third parties relating related to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise related to the Assigned Contracts), the Business or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties and causes of action under applicable Law that are possessed by Seller (with the exception of the claims and causes of action addressed in Section 1.1(u) below); (n) all Intellectual Property owned by Seller and used or held for use in the Business (the “Purchased Intellectual Property”), including the Intellectual Property set forth on Schedule 1.1(n); (o) all goodwill, payment intangibles and general intangible assets and rights of Seller to the extent related to the Business or the Purchased Assets other than the Excluded Assets; (p) all inventory, including raw materials, work in process, parts, subassemblies and finished goods (“Inventory”), wherever located and whether or not obsolete or carried on Seller’s books of account, to the extent related to or used in the Business and in each case with any transferable warranty and service rights of Seller with respect to such Purchased Assets; (q) to the extent transferable, all rights and obligations under or arising from out of all insurance policies used in or related to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies), excluding, for the Assumed Liabilitiesavoidance of doubt, (i) all current and prior director and officer and errors or omissions insurance policies of Seller and all rights of any nature with respect thereto running in favor of Seller and (ii) all insurance policies issued by Federal Insurance Company, Great Northern Insurance Company, Pacific Indemnity Company or any of the Affiliates or successors of the foregoing, including unliquidated all insurance recoveries thereunder and rights under manufacturers’ to assert claims with respect to any such insurance recoveries, in each case as the same may run in favor of Seller and vendors’ warrantiesarising out of actions taking place prior to the Closing Date; (gr) all trade accounts receivable rights and other receivables obligations under non-disclosure, confidentiality and similar arrangements with (collectivelyor for the benefit of) Employees and agents of Seller or with third parties (including any non-disclosure, confidentiality agreements or similar arrangements entered into in connection with or in contemplation of the “Accounts Receivable”filing of the Bankruptcy Cases and the Auction contemplated by the Bidding Procedures Order) related to the extent arising out of or used in the Business; (hs) all prepaid assets telephone and fax numbers and email addresses, in each case used in or related to the extent arising out of Business; dn-192372 (t) the BusinessCiber Momentum solution, platform and tools, the Ciber Utility in a Box solution, platform and tools, and all software and assets in or underlying the foregoing solutions, platforms and tools, respectively (including all Intellectual Property rights with respect thereto); (iu) all avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including any preference or fraudulent conveyance claims or causes of action arising under Chapter 5 of the Bankruptcy Code), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable Law related to the Purchased Assets or Assumed Liabilities, including all actions related to vendors and service providers used in the Business Intellectual Property Rights that are counterparties to Assigned Contracts or related to Assumed Liabilities (the “Avoidance Actions”) (other than Business Intellectual Property Rights owned by the Purchased Subsidiariesany Avoidance Actions that Seller has against Xxxxx Fargo Bank, N.A.); (jv) all Permits that are necessary of the shares of capital stock of the Company Subsidiary (“Company Subsidiary Stock”); (w) all assets under each Company Subsidiary Plan, together with all funding arrangements thereto (including all assets, trusts, insurance policies and administrative service contracts); (x) all Tax Returns and Tax records of and related to the operation of the BusinessCompany Subsidiary; and (ky) Business Records relating primarily all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Seller used in or related to the BusinessBusiness or the Purchased Assets other than the Excluded Assets of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ciber Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon (a) On the terms and subject to the conditions of set forth in this Agreement, Buyer and in consideration of the Purchase Price, the Seller hereby agrees to sell, transfer, assign, set over, deliver, contribute and otherwise convey to the Purchaser, without recourse (except as specifically provided herein), and the Purchaser 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 Liensotherwise acquire, all of the Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under: (i) each Receivable of the Seller that existed and was owing to the Seller under the assetsInitial Designated Loan Agreements as of the opening of the Seller’s business on the Closing Date (the “Initial Sale Date”); (ii) each Receivable of the Seller that existed and was owing to the Seller under each Additional Designated Loan Agreement as of the applicable Addition Date; (iii) each Receivable acquired by the Seller (A) under the Initial Designated Loan Agreements from and after the Initial Sale Date to and including the Purchase Termination Date, properties or (B) under the Additional Designated Loan Agreements from and businessafter the applicable Addition Date to and including the Purchase Termination Date; (iv) all Collections due or to become due or received with respect to such Receivables on or after the Initial Sale Date or applicable Addition Date, as applicable; (v) all Related Security with respect to the foregoing; (vi) the Lockbox, the Lockbox Account and all amounts on deposit therein; and (vii) all present and future claims, demands, causes and choses in action and all payments on or under and all proceeds of every kind and descriptionnature whatsoever in respect of any and all of the foregoing, ownedincluding all proceeds of all of the foregoing and the conversion thereof, used voluntary or held for use primarily involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, general intangibles, insurance proceeds, investment property, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the conduct proceeds of the Business by Seller or any of the Retained Subsidiaries foregoing (butall of the foregoing property described in clauses (i) through (vii), for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”). Each Receivable described in clause (iii) above shall be sold, including all right, title and interest of assigned or otherwise conveyed by the Seller and to the Retained Subsidiaries in, to and Purchaser on the date the Seller receives a purchase notice with respect thereto under the following Purchased Assets: Purchase and Contribution Agreement and on each date the Seller delivers a purchase notice in the form of Exhibit C (aeach, a “Purchase Notice”) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon;including such Receivables. (b) all rights under Prior to the Leases Purchase Termination Date, the Seller may, but shall not be obligated to, designate from time to time in its discretion additional loan facilities to be included as Designated Loan Agreements as of an applicable date (the “Addition Date” with respect to the Leased Real Property; (isuch Designated Loan Agreements) all tangible personal property and interests thereinby providing written notice, 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 on or before the Business and (ii) those assets of Seller related primarily Day prior to the Business that are located at its Corporate Technology Center facility located in Milwaukeeapplicable Addition Date, 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 to the conduct of the Business (collectivelyPurchaser, the “Inventory”); (e) all rights under all Contracts (other than Trustee, and the Leases) used or held for use primarily in Servicer that 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Businessapplicable Additional Designated Loan Agreements will be included as Designated Loan Agreements.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CHS Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, Buyer agrees to purchase from the Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, Companies shall sell, conveyassign, transfer, assign convey and deliverdeliver to Buyer, or and Buyer shall, and Xxxxx Parent shall cause to be soldBuyer to, conveyed, transferred, assigned and delivered, to Buyer at purchase from the ClosingSeller Companies, free and clear of any Liens Encumbrances other than the Permitted LiensEncumbrances, all of Seller’s and the Retained SubsidiariesSeller Companies’ right, title and interest in, to and under all of the assets, properties and business, rights of every kind and descriptionnature, ownedwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), and which relate to, or are used or held for use primarily in the conduct of connection with, the Business by Seller or any of the Retained Subsidiaries (butcollectively, 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 each of Seller and the Retained Subsidiaries in, to and under the following Purchased Assetsfollowing: (a) all inventory used primarily in connection with the Owned Real PropertyBusiness, together with all buildingsincluding those finished goods, fixtures raw materials, work in progress, packaging, supplies, parts, components and improvements erected thereonother inventories; (b) all rights under written Contracts with the Leases customers of the Business (the “Customer Contracts”) set forth on Section 2.1(b) of the Seller Disclosure Schedule or entered into in connection with respect to the Leased Real PropertyBusiness during the Interim Period in accordance with Sections 6.1 and 6.18; (ic) 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 written Contracts with each supplier of the Business (the “Supply Contracts”), a complete and (iicorrect list of which, as of the date hereof, is set forth on Section 2.1(c) those assets of the Seller related primarily to Disclosure Schedule or entered into in connection with the Business that are located at its Corporate Technology Center facility located during the Interim Period in Milwaukee, Wisconsin, which are listed on Schedule 2.02(caccordance with Sections 6.1 and 6.18; (the “Scheduled Supply Contracts”); (d) all raw materials, work-in-process, finished goods, supplies and written Contracts with any other inventories used or held for use primarily in the conduct of Person relating to the Business (collectivelythe “Other Business Contracts”), a complete and correct list of which, as of the date hereof, is set forth on Section 2.1(d) of the Seller Disclosure Schedule, along with any such Contracts entered into in connection with the Business during the Interim Period in accordance with Section 6.1; (the “Scheduled Other Business Contracts” and together with the Customer Contracts and Scheduled Supply Contracts, 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 Scheduled 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Keane Group, Inc.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiarieshereof, and subject to the exclusions set forth in Section 1.2, at the Closing, Seller agrees to, and to cause the Retained Subsidiaries to, shall sell, conveyassign, transfer, assign convey and deliver, or cause one or more of the Selling Subsidiaries to be soldsell, conveyedassign, transferredtransfer, assigned convey and delivereddeliver to Purchaser or a designee appointed pursuant to Section 16.3, to Buyer at and Purchaser shall purchase, acquire and accept from Seller, or the Closing, free and clear of any Liens other than Permitted Liensapplicable Selling Subsidiary or Selling Subsidiaries, all of Seller’s and the Retained Subsidiaries’ right, title and interest of Seller, or the applicable Selling Subsidiary or Selling Subsidiaries, in, to and under the following assets, properties properties, rights, Contracts and businessclaims of Seller, of every kind or such Selling Subsidiary or Selling Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed (collectively, and descriptionexcluding the Excluded Assets, 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 as such exist on the Closing Date, free and clear of all rightLiabilities and Liens, title other than Assumed Liabilities and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased AssetsPermitted Exceptions: (a) the Owned Real Property, together with all buildings, fixtures Property and improvements erected thereonthe SLP I Real Property Leases; (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 tankstools, spare and replacement parts, fuel tooling 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 Related to the Business that are located at its Corporate Technology Center facility located in MilwaukeeBusiness, Wisconsinincluding, which are listed without limitation, the items set forth on Schedule 2.02(c1.1(b) (the “Purchased Equipment”); (dc) all inventories and supplies of raw materials, workworks-in-process, finished goods, supplies spare parts, supplies, storeroom contents and other inventories used or held for use primarily in inventoried items Related to the conduct Business; (d) all trade accounts and other receivables arising out of the sale or other disposition of goods or services by the Business; (e) subject to Section 6.7, all rights in, to and under all Contracts of the Debtors Related to the Business listed on Schedule 1.1(e) (collectively, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the BusinessDebtor Contracts” and each, including those listed in Schedule 2.02(e) (the individually, a Purchased ContractsDebtor Contract”); (f) subject to Section 6.7, all rightsrights in, claimsto and under the Contracts of the Non-Debtor Selling Subsidiaries Related to the Business listed on Schedule 1.1(f) (collectively, creditsthe “Non-Debtor Contracts” and each, causes of action or rights of setindividually, a “Non-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warrantiesDebtor Contract”); (g) all trade accounts receivable Intellectual Property identified on Schedule 1.1(g), including all rights to enforce and other receivables to past and future damages for the infringement of any such Intellectual Property (collectively, the “Accounts ReceivablePurchased Intellectual Property) to the extent arising out of the Business); (h) subject to Section 10.6, all prepaid assets books and records (other than Tax Returns and related work papers and items set forth in Section 1.2(h)), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, to the extent arising out of Related to the Business, to the extent available; (i) all Permits Related to the Business Intellectual Property Rights other than Business Intellectual Property Rights owned to the extent permitted by applicable Law to be transferred and subject to the Purchased Subsidiariesrequired consent of any third party, including any Governmental Body; (j) all Permits that are necessary deferred and prepaid charges, to the operation extent Related to the Business, other than those that relate to any Excluded Asset; (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties, to the extent Related to the Business, other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability; (l) all claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, to the extent Related to the Business, including those listed on Schedule 1.1(l); (m) the IT Assets; provided, however that Seller and its Subsidiaries shall not be required to make any payment to obtain any consent from any third party in connection with such transfer; and (kn) Business Records relating primarily to the Businessextent provided in Section 10.3, all rights under the trusts, or other assets held pursuant to, or set aside to fund the obligations of the Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Transferred Employees under any Assumed Benefit Plan.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dana Corp)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowIn addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Seller shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and delivertransfer to Purchaser (or its Permitted Designee), and Purchaser (or cause to be soldits Permitted Designee) shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Sellersuch Asset Selling Entity’s and the Retained Subsidiaries’ right, title and interest in, to and under in (a) all of the assets, properties and business, of every kind and description, rights owned, held or used or held for use by such Asset Selling Entity primarily in the conduct of relating to the Business by Seller or any of but excluding the Retained Subsidiaries Excluded Assets, as the same may exist on the Closing Date and (butb) the following, for as the avoidance of doubtsame may exist on the Closing Date (collectively, 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) (i) all Real Property Leases (including the Owned real property set forth on Schedule 2.2(a)(i) of the Seller Disclosure Letter) and the leasehold interests of the Conveyed Companies and the Asset Selling Entities therein, including (A) any prepaid rent, security deposits and options to purchase in connection therewith and (B) the Conveyed Companies’ and the Asset Selling Entities’ right, title or interest in and to any fixtures, structures or improvements on or appurtenant to such real property (it being understood that the transfer of the Equity Interests will constitute transfer of such assets of the Conveyed Companies) and (ii) the Real Property, together with all buildings, fixtures and improvements erected thereonProperty (including the real property set forth on Schedule 2.2(a)(ii) of the Seller Disclosure Letter); (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machineryall office supplies, equipmentproduction supplies, furniturespare parts, office equipment, communications other miscellaneous supplies and the equipment, vehicles, storage tanksmolds, dyes, machinery, tools, spare and replacement parts, fuel furniture and other tangible property (including all interests in personal property underlying capital leasesowned, leased or licensed by the Asset Selling Entities and primarily relating to the Business, other than Information Technology assets (collectively, together with the Information Technology assets described in Section 2.2(e), the “Equipment,” with the leases relating to any Equipment, so leased being referred to herein as the “Equipment Leases”); (c) located at all (i) other Contracts, including Intellectual Property Licenses, primarily relating to the Business (other than (A) the Real Property Leases, Equipment Leases and held for use primarily Information Technology Contracts and (B) Contracts relating to the Excluded Assets, but specifically including all of the rights and interests of Seller and its Affiliates (including the Seller Entities) in and to any confidentiality agreements entered into by the conduct Seller or any of its Affiliates in connection with the sale of the Business (other than the Confidentiality Agreement)), and (ii) those assets of Seller Material Contracts (whether or not primarily related to the Business) that are not Excluded Contracts ((i) and (ii), collectively, the “Assumed Contracts”); provided, that outstanding purchase orders shall be included (A) if primarily relating to the Business that are located at its Corporate Technology Center facility located in Milwaukee(except to the extent such purchase orders relate to the Excluded Assets) or (B) if not primarily related to the Business, Wisconsin, which are listed on Schedule 2.02(c)then to the extent relating to the Business; (d) all raw materialsInventory primarily relating to, work-in-process, finished goods, supplies or owned and other inventories used or held for use by the Asset Selling Entities primarily in the conduct of, the Business; (e) subject to Section 2.7, (i) the Information Technology assets (other than Software, IT support services or Information Technology Contracts) owned, used or leased by, or licensed to the Asset Selling Entities and located in any Real Property that is set forth on Schedule 2.2(a) of the Business Seller Disclosure Letter or any other Transferred Real Property, (ii) the Information Technology assets (other than Software, IT support services or Information Technology Contracts) directly associated with a Transferred Employee, (iii) Software downloaded onto, or installed in, any hardware assigned to a Transferred Employee, (iv) any Software or other Information Technology and Information Technology Contracts exclusively used in the Business, (v) co-ownership (with each party retaining the right to use, license and disclose the same without restriction) of any training materials and user guides related to items in (i) (iv) above and (vi) the assets and rights set forth on Schedule 2.2(e) of the Seller Disclosure Letter (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 ContractsTransferred IT Assets”); (f) except as forth on Schedule 2.2(f)-1 of the Seller Disclosure Letter and except for the Excluded Active IP, (i) all rightsPatents, claimsTrademarks, creditsand Domains in the management and control of the Business (including for such purposes if the expenses and annuities for maintenance associated therewith are reflected in the Financial Statements), causes including the Patents, Trademarks, and Domains set forth on Schedule 2.2(f)-2 of action or rights the Seller Disclosure Letter (and all counterparts thereto), and including all Patents in the management and control of set-off against third parties the Business and associated with the Product identified on Schedule 1.1(d) — Appendix 1.1(d)-2 of the Seller Disclosure Letter, (ii) all other Intellectual Property (other than Software, Trademarks, Domains and Patents) primarily relating to the Business, including the Copyrights set forth on Schedule 2.2(f)-2 of the Seller Disclosure Letter and (iii) all Software that is embedded into, offered for sale or arising from sold with or as a product or a service of the Business, including that of the Managed Connectivity Business ((i), (ii) and (iii), collectively, subject to the above exceptions, the “Transferred Intellectual Property”); (g) transferable Permits owned, utilized, held or maintained by or licensed to the Asset Selling Entities (subject to the terms of such Permits) relating exclusively to the Business or to the ownership, possession or operation of the Purchased Assets; (h) to the extent permitted by applicable Law, (i) sole ownership of all Business Records to the extent relating exclusively to the Business, the Purchased Assets or the Assumed LiabilitiesLiabilities (including with respect to each Conveyed Company, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable any organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other receivables identification numbers, seals, minute books, stock transfer books, blank stock certificates and other documents relating to the organization, maintenance and existence of such Conveyed Company and all Tax records of the Conveyed Companies) and all originals and copies of the foregoing (collectivelyprovided that (A) Seller and the Asset Selling Entities may keep one copy, the “Accounts Receivable”) solely to the extent arising out such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to same shall be limited to the above purposes and (B) Seller and the Asset Selling Entities may keep copies of Tax records as described in Section 7.9), (ii) co-ownership (with each party retaining the right to use, license and disclose the same without restriction except as expressly set forth in Section 5.17) of any Business Records otherwise relating to the Business; , the Purchased Assets or the Assumed Liabilities (h) all prepaid assets including Tax records relating to the extent arising out Purchased Assets), and a copy of all of same in a mutually-agreed format and media and (iii) co-ownership (with each party retaining the right to use, license and disclose the same without restriction) of all product SKUs relating to the Business; (i) the accounts and notes receivable of the Business, including Assumed Intercompany Receivables and all Business Intellectual Property Rights loans and other than Business Intellectual Property Rights owned advances owing to Seller or any of its Affiliates by the Purchased Subsidiariesany Transferred Employee; (j) all Permits that are necessary prepaid expenses and deposits and refunds primarily relating to the operation Business (other than prepaid insurance, unless reflected in the Final Closing Working Capital), all prepaid expenses and deposits and refunds and other assets to the extent included in Final Closing Working Capital and all Cash and Cash Equivalents of the Business; andConveyed Companies and Cash and Cash Equivalents used in the determination of the Closing Cash Amount; (k) Business Records all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) to the extent relating to any of the Purchased Assets or Assumed Liabilities to be conveyed to and/or assumed by Purchaser as of the Closing (and any other such claims to the extent relating to the conduct of the Business); (l) the goodwill of the Business; (m) all advertising, marketing, sales and promotional materials, including website content, purchase orders, forms, labels, shipping materials, catalogues, sales brochures, operating manuals, and instructional documents, relating primarily to the Business; (i) to the extent permitted by applicable Law, all insurance policies exclusively related to the Business or maintained exclusively by the Conveyed Companies and (ii) all property and casualty insurance proceeds received or receivable in connection with the damage or complete destruction of any Purchased Assets or assets that would have been included in the Purchased Assets but for such damage or complete destruction, in each case net of any deductible and the out-of-pocket cost of repair or replacement actually incurred by Seller or its Affiliates and related administrative costs; (o) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors, and rights to refunds or rebates, in relation to any of the Purchased Assets; (p) all assets of or relating to (including all assets held in trust in any form) the Assumed Plans and Conveyed Company Benefit Plans, and any insurance, administration or other contracts relating to Assumed Plans and/or Conveyed Company Benefit Plans to the extent such assets transfer to Purchaser and its Affiliates under applicable Law (including where transfer is required in order to apply the Transfer Regulations or to effect a mandatory transfer of employment under applicable Law, as applicable) or pursuant to the transfer of the Equity Interests to Purchaser and all plan documents (and amendments and modifications thereto), summary plan descriptions and similar plan summaries, opinion or determination letters and correspondence with Governmental Authorities and other records or information regarding Assumed Plans and Conveyed Company Benefit Plans; (q) to the extent permitted by applicable Law, all transferable collective bargaining, trade union, works council and other similar Contracts exclusively covering the Business Employees or other Transferred Employees; (r) all other assets set forth on Schedule 2.2(r) of the Seller Disclosure Letter; and (s) all assets of the Conveyed Companies that, if owned by an Asset Selling Entity, would be Purchased Assets, all Cash and Cash Equivalents held by the Conveyed Companies as of the Closing and all equity interests in Conveyed Companies held by Conveyed Entities, it being understood that the transfer of the Equity Interests will constitute transfer of such assets. From and after the Closing, Seller shall take all actions (or cause its Affiliates to take all actions) reasonably requested by the Purchaser to effect the provisions of this Section 2.2, including the prompt delivery of any Purchased Assets; provided, that, solely with respect to Business Records, Seller shall not be required to (a) separate any Business Records that are co-owned pursuant to Section 2.2(h)(ii), (b) deliver to Purchaser any paper copies or other physical records of Business Records except to the extent such Business Records are of a type regularly accessed by Seller or its Affiliates in the ordinary course of business or (c) deliver to Purchaser electronic Business Records (including Business Records considered Information Technology), except as described in the Transition Services Agreement or the FSL; provided, further, however, that Seller shall, upon Purchaser’s request, deliver to Purchaser (i) any paper copies or other physical records of Business Records, if Purchaser reimburses Seller for Seller’s reasonable expenses in connection with Seller’s access thereto and delivery thereof, (ii) copies of electronic Business Records in accordance with the Transition Services Agreement or the FSL and (iii) reasonable access to all other electronic Business Records if Purchaser reimburses Seller for Seller’s reasonable expenses in connection therewith.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (TE Connectivity Ltd.)

Purchase and Sale of the Purchased Assets. Except as otherwise provided belowPursuant to Sections 105, upon 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees to purchase from at the Closing, Seller and the Retained Subsidiariesshall, and Seller agrees to, and to shall cause the Retained any of its Subsidiaries to, sell, convey, transfer, assign assign, convey and deliverdeliver to Purchaser or any Designated Purchaser, or cause to be soldand Purchaser shall purchase, conveyedacquire, transferred, assigned assume and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, accept from Seller all of Seller’s and the Retained or any of Seller’s Subsidiaries’ right, title and interest in, to and under under, as of the Closing (in each case, free and clear of any and all Encumbrances or Claims, other than Permitted Encumbrances), all assets, properties and business, of every kind and description, owned, rights related to or used or held for use primarily in the conduct of Business, other than the Business Excluded Assets, whether tangible and intangible, real, personal and mixed, whether now owned or hereafter acquired by Seller or its Subsidiaries, whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto, including the Retained Subsidiaries (butfollowing, for but in each case excluding the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (collectively, the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:): (a) all properties, rights, claims and assets (other than the Owned Real PropertyExcluded Assets) of every kind and description (including each warranty, together with all buildingsrepresentation, fixtures guarantee, indemnity, contractual claim (express, implied or otherwise), deposit, prepaid charge or prepaid expense) related to or used in the Business, wherever situated or located, real, personal or mixed, tangible or intangible, contingent, owned, leased, subleased or licensed, whether or not reflected on the books and improvements erected thereonrecords of Seller, as the same shall exist on the Closing Date; (b) subject to Section 1.6 to the extent that they may be assumed and assigned pursuant to Sections 363 and 365 of the Bankruptcy Code, all Contracts related to or used in the Business and all rights of Seller or any of its Subsidiaries under such Contracts, but excluding any Non-Assumed Contracts, including all rights under any Lease for Assumed Leased Real Property, any license agreements, any customer contracts, any master service agreements and any contract renewal rights (collectively, the Leases “Assigned Contracts”), each as listed on Schedule 1.1(b); (c) except as set forth on Schedule 1.1(c), all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Seller related to the Business, including all accounts receivable with respect to customers in North America and India related to the Business, but excluding any intercompany Indebtedness, payables or receivables among Seller and its Affiliates (the “Accounts Receivable”); (d) all proceeds, rents or profits arising out of or related to the Purchased Assets or the Business; (e) all Documents used in or related to the Purchased Assets or Assumed Liabilities and, without limiting the foregoing, each of the following: financial accounting and other books and records, lists of (and currently available contact information for) current and prospective customers, vendors and suppliers, other distribution lists, billing records, invoices, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, manuals and customer, vendor and supplier correspondence owned by Seller and all other business and other records, in each case related to or used in the Purchased Assets, the Assumed Liabilities or the Business; (f) the Leased Real Property listed on Schedule 1.1(f) (the “Assumed Leased Real Property”), including any security deposits or other deposits delivered in connection with the Leases pursuant to which the Assumed Leased Real Property is leased; (g) to the extent transferable, all lock boxes, and, to the extent not transferable, the proceeds remitted thereto, to which account debtors of Seller remit payments related to or used in the Business or the Purchased Assets; (h) to the extent related to or used in the Business, all deposits of Seller as security for rent, electricity, telephone, bonds or other sureties or otherwise, and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses and rent under any personal property leases attributable to the period of time beginning prior to and ending at Closing; (i) all tangible personal property and interests thereinassets of Seller related to or used in the Business, including all fixed assets, equipment and other personal property, machinery, equipment, furniture, office owned and licensed computer hardware, stored data, communication equipment, communications equipment, vehicles, storage tanks, spare trade fixtures and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) leasehold improvements of Seller located at any of the Assumed Leased Real Property or at the locations listed on Schedule 1.1(i) in each case with any freely transferable warranty and service rights of Seller with respect to such Purchased Asset; (j) all personnel files for Transferred Employees except where the assignment of such files may be prohibited by Law; provided, however, that Seller has the right to retain copies at Seller’s expense to the extent required by Law; (k) any chattel paper owned or held for use primarily by Seller and used in or related to the conduct of Business or the Purchased Assets other than the Excluded Assets; (l) to the extent transferable, all Permits related to or used in the Business and (ii) all pending applications therefor, including 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 set forth on Schedule 2.02(c1.1(l); (dm) all raw materialsexpress or implied guarantees, work-in-processwarranties, finished goodsrepresentations, supplies and other inventories used or held for use primarily in the conduct of the Business (collectivelycovenants, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Businessindemnities, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rights, claims, counterclaims, defenses, credits, causes of action or rights of set-to set off and subrogation against third parties relating related to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise related to the Assigned Contracts), the Business or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties and causes of action under applicable Law that are possessed by Seller; (n) all Intellectual Property owned by Seller and used or held for use in the Business (the “Purchased Intellectual Property”), including the Intellectual Property set forth on Schedule 1.1(n); (o) all goodwill, payment intangibles and general intangible assets and rights of Seller to the extent related to the Business or the Purchased Assets other than the Excluded Assets; (p) all inventory, including raw materials, work in process, parts, subassemblies and finished goods (“Inventory”), wherever located and whether or not obsolete or carried on Seller’s books of account, to the extent related to or used in the Business and in each case with any transferable warranty and service rights of Seller with respect to such Purchased Assets; (q) to the extent transferable, all rights and obligations under or arising from out of all insurance policies used in or related to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies), excluding, for the Assumed Liabilitiesavoidance of doubt, all current and prior director and officer and errors or omissions insurance policies of Seller and all rights of any nature with respect thereto running in favor of Seller, including unliquidated all insurance recoveries thereunder and rights under manufacturers’ to assert claims with respect to any such insurance recoveries, in each case as the same may run in favor of Seller and vendors’ warrantiesarising out of actions taking place prior to the Closing Date; (gr) all trade accounts receivable rights and other receivables obligations under non-disclosure, confidentiality and similar arrangements with (collectivelyor for the benefit of) Employees and agents of Seller or with third parties (including any non-disclosure, confidentiality agreements or similar arrangements entered into in connection with or in contemplation of the “Accounts Receivable”filing of the Bankruptcy Cases and the Auction contemplated by the Bidding Procedures Order) related to the extent arising out of or used in the Business; (hs) all prepaid assets telephone and fax numbers and email addresses, in each case used in or related to the extent arising out of the Business; (it) the Ciber Momentum solution, platform and tools, the Ciber Utility in a Box solution, platform and tools, and all Business software and assets in or underlying the foregoing solutions, platforms and tools, respectively (including all Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiariesrights with respect thereto); (ju) all Permits avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including any preference or fraudulent conveyance claims or causes of action arising under Chapter 5 of the Bankruptcy Code), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable Law related to the Purchased Assets or Assumed Liabilities, including all actions related to vendors and service providers used in the Business that are necessary counterparties to Assigned Contracts or related to Assumed Liabilities (the “Avoidance Actions”) (other than any Avoidance Actions that Seller has against Xxxxx Fargo Bank, N.A.); (v) all of the shares of capital stock of the Company Subsidiary (“Company Subsidiary Stock”); (w) all assets under each Company Subsidiary Plan, together with all funding arrangements thereto (including all assets, trusts, insurance policies and administrative service contracts); (x) all Tax Returns and Tax records of and related to the operation of the BusinessCompany Subsidiary; and (ky) Business Records relating primarily all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Seller used in or related to the BusinessBusiness or the Purchased Assets other than the Excluded Assets of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ciber Inc)

Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon Upon the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees at the Closing, Sellers shall cause each Asset Selling Entity to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transferassign, assign deliver and delivertransfer to Purchaser, or cause to be soldand Purchaser shall purchase, conveyed, transferred, assigned acquire and delivered, to Buyer at the Closingaccept from each Asset Selling Entity, free and clear of any all Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ such Asset Selling Entity's right, title and interest in, in and to and under all of the assets, properties (whether real, personal, tangible or intangible) and businessrights, of every kind other than the Excluded Assets and descriptionthe Equity Interests, owned, used which are Used primarily or held for use primarily in the conduct Business (collectively, the "Purchased Assets"), including, without limitation, all of such right, title and interest in and to the following assets, properties and rights: (a) the leasehold interests of the Asset Selling Entities in the real property listed on Schedule 2.2(a) and all other real property Used primarily or held for use primarily in the Business, including (x) any prepaid rent, security deposits and options to renew or purchase in connection therewith and (y) any fixtures, structures or improvements appurtenant to such real property; (b) the Real Property Used primarily or held for use primarily in the Business, including the Real Property described on Schedule 2.2(b); (c) all personal property and interests therein, including all the equipment, vehicles, machinery, tools, spare parts, furniture and other tangible personal property Used primarily or held for use primarily in the Business (collectively, the "Equipment", with the leases relating to any Equipment so leased being referred to herein as the "Equipment Leases"); (d) the Contracts relating primarily to the Business (other than Contracts relating to the Excluded Assets or the Retained Liabilities), including the Contracts listed on Schedule 3.11 (collectively, the "Assumed Contracts") and all outstanding purchase orders relating primarily to the Business (including, for the avoidance of doubt, all outstanding purchase orders issued under any Contract that is an Excluded Contract, if such purchase order relates primarily to the Business); (e) all Inventory of the Business; (f) the registered trademarks, copyrights and patents set forth on Schedule 2.2(f) and all other Intellectual Property Used primarily or held for use primarily in the Business (collectively, the "Transferred Intellectual Property"); (g) all transferable Permits owned, utilized, held or maintained by or licensed to the Asset Selling Entities (subject to the terms of such Permits) relating primarily to the Business; (h) the databases and software programs, source codes and user manuals Used primarily or held for use primarily in the Business, to the extent transferable; (i) all customer, vendor, supplier, contractor, and service-provider lists to the extent related primarily to the Business, and all files, documents and records (including billing, payment and dispute histories, credit information and similar data) to the extent relating primarily to customers, vendors, suppliers, contractors or service-providers of the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent related primarily to the Business; (j) the accounts and notes receivable related primarily to the Business, including all loans and other advances owing to any Asset Selling Entity by any Business Employee who becomes a Transferred Employee; (k) to the extent transferable, all prepaid expenses and deposits and refunds receivable of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding not including any Excluded Assets prepaid insurance premiums or assets and properties Tax refunds in respect of any Purchased Subsidiary) (the “Purchased Assets”Pre-Closing Periods), 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; (bl) all claims, causes of action, defenses and rights under of offset or counterclaim (at any time or in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) tx xxx extent relating to any of the Leases with respect to the Leased Real PropertyPurchased Assets or Assumed Liabilities; (m) the goodwill of the Business; (n) subject to the provisions of Section 5.8, all advertising, marketing, sales and promotional materials relating primarily to the Business; (o) all insurance proceeds received or receivable in connection with (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 any damage or complete destruction of any of the Real Property and held for use primarily Purchased Assets prior to the Closing that would have otherwise been included in the conduct of the Business Purchased Assets but for such damage or complete destruction, and (ii) those assets any Assumed Liability, in each case net of Seller related primarily any deductible (it being understood and agreed that Purchaser shall have the right to the Business that are located at its Corporate Technology Center facility located require Sellers or any of their respective Affiliates to assert claims under such policies with respect to such matters in Milwaukee, Wisconsin, which are listed on Schedule 2.02(caccordance with Section 5.16); (dp) all raw materialsrights and claims under any and all transferable warranties extended by suppliers, work-in-processvendors, finished contractors, manufacturers and licensors in relation to any of the Equipment, the Transferred Intellectual Property and the software and hardware assets described in this Section 2.2; (q) to the extent permitted by Law, an electronic copy of the personnel records (including all human resources and other records) of Transferred Employees; (r) all proceeds (net of expenses incurred in connection with the sale, transfer or settlement) resulting from (A) any sales or transfers from and after the date hereof through the Closing (other than the sale at Closing contemplated by this Section 2.2 or the sale of goods, supplies services or assets in the ordinary course of business generally consistent with existing practices) of any asset that would have been included in the Purchased Assets but for such sale or transfer (which shall also be subject to the other provisions of this Agreement, including Sections 3.7 and 5.2) or (B) any settlement from and after the date hereof through the Closing of any claims or other inventories causes of action that would have been included in the Purchased Assets but for such settlement (which shall also be subject to the other provisions of this Agreement, including Sections 3.7 and 5.2); (s) the Business as a going concern; (t) all bank accounts used exclusively by the Business; and (u) all other assets, properties and rights of every kind and nature Used primarily 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; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (TTM Technologies Inc)