Purchase and Sale of the Transferred Assets. The Seller shall, or shall cause one or more of its Affiliates (other than the Transferred Subsidiaries) to, sell, convey, transfer, assign and deliver to the Purchaser or one or more of its Affiliates, and the Purchaser shall, or shall cause one or more of its Affiliates to, purchase from the Seller or its Affiliates (other than the Transferred Subsidiaries), as applicable, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller’s and each of its Affiliates’ right, title and interest as of the Closing, in and to the following assets, rights and properties of the Business (such transferred assets, rights and properties referred to in this Section 2.01(b), collectively, the Transferred Assets):
(i) the Asset Transferred Real Property with all buildings, fixtures and improvements erected thereon;
(ii) the Transferred Plant and Equipment;
(iii) the Transferred Inventory;
(iv) the Transferred Accounts Receivable;
(v) the Transferred Books and Records;
(vi) the Transferred Intellectual Property Rights and the Transferred Intellectual Property Contracts;
(vii) the Transferred Contracts;
(viii) all Marketing Authorization Data;
(ix) all Commercial Information;
(x) all Medical Information;
(xi) all Product Approvals and all Product Applications and all other Permits Exclusively Related to the Business (it being agreed, however, that no such Product Approval or Product Application or Permit is required to be Transferred or included in the Transferred Assets unless permitted by Applicable Law);
(xii) subject to Section 6.13, the product package designs, product inserts, product logos and product artwork (whether registered or unregistered) that, as of the date of this Agreement, are Exclusively Related to the Business;
(xiii) 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 Transferred Intellectual Property Rights) against any Person (other than Seller and its Affiliates), in each case Exclusively Related to the Business and not relating to an Excluded Liability;
(xiv) any right to be indemnified by a Person (other than the Seller or its Affiliates) in respect of Assumed Liabilities and any Transferred Asset (other than in respect of any Excluded Liabilities);
(xv) all goodwill of the Business;
(xvi) copies of any Tax Returns of the Seller’s Group and all books and records (including working papers...
Purchase and Sale of the Transferred Assets. (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire all of the Company’s right, title and interest in, to and under all of the Company’s assets (other than the Excluded Assets), including:
(i) all cash and cash equivalents, including all available for sale securities;
(ii) all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments (collectively, “Accounts Receivable”);
(iii) all prepaid expenses or deposits;
(iv) all of the Company’s inventory and raw materials, work-in-process, finished products, supplies, biological and chemical materials, accessories, packaging materials, goods or parts used, held for use, held for sale or intended for use or sale, or to be furnished by the Company;
(v) all owned or leased tangible personal property, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, supplies and other tangible personal property, and any warranties or guarantees, express or implied, existing for the benefit of the Company in respect to such tangible personal property;
(vi) each of the Contracts, including the Lease, but excluding the Excluded Contracts (the “Transferred Contracts”);
(vii) all Permits, to the extent transferable, each of which is set forth in Schedule 2.1(a)(vii) attached hereto;
(viii) express or implied warranties, representations or guarantees, whether oral, written or implied, made by suppliers of furnishing goods or services to the Company to the extent transferable;
(ix) the Company IP and the Company’s rights in any other Company IP Rights;
(x) the Company IT System; ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
(xi) all documentation with respect to the results of any and all development activities with respect to any drug product or potential drug product undertaken by or on behalf of the Company, including any clinical and nonclinical pharmacokinetic and toxicology studies, and all documents included in any regulatory dossier or regulatory filings with the FDA or any foreign equivalent for any such product;
(xii) all Business Records (other than the Company’s accounting, T...
Purchase and Sale of the Transferred Assets. (a) At the Principal Closing and upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Asset Sellers to sell, assign, transfer, convey and deliver to Buyer (and Sapphire agrees to cause any of their other Subsidiaries that own Principal Business Transferred Assets and do not constitute Transferred Entities to sell, assign, transfer, convey and deliver to Buyer), and Buyer agrees to, or to cause its Affiliates or Permitted Designees to, purchase, acquire and accept from the Asset Sellers (and such other Subsidiaries of Sapphire, if any) all of the Asset Sellers’ (and of such other Subsidiaries of Sapphire, if any) right, title and interest in and to the Principal Business Transferred Assets; provided, however, that the sale of the Put Option Assets under the Transfer Agreements are subject to the exercise of Put Option.
(b) At each Deferred Closing and upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Asset Sellers to sell, assign, transfer, convey and deliver to Buyer (and Sapphire agrees to cause any of their other Subsidiaries that own Deferred Business Transferred Assets and do not constitute Transferred Entities to sell, assign, transfer, convey and deliver to Buyer), and Buyer agrees to, or to cause its Affiliates or Permitted Designees to, purchase, acquire and accept from the Asset Sellers (and such other Subsidiaries of Sapphire, if any) all of the Asset Sellers’ (and of such other Subsidiaries of Sapphire, if any) right, title and interest in and to the Deferred Business Transferred Assets; provided, however, that the sale of the Put Option Assets under the Transfer Agreements are subject to the exercise of Put Option.
Purchase and Sale of the Transferred Assets. Subject to Section 2.07, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, and shall cause each of the other Asset Sellers to, sell, transfer, convey and assign to Buyer or the applicable Buyer Designee, free and clear of all Liens other than Permitted Liens, and Buyer shall and shall cause each applicable Buyer Designee to purchase, acquire and accept from each Asset Seller, all of such Asset Seller’s right, title and interest in and to the Transferred Assets. For purposes of this Agreement, “Transferred Assets” shall mean all of the assets, properties and rights, wherever located (unless a location is specifically identified in this Agreement), of Seller or any of its Subsidiaries, (i) that are primarily used, or held for use in, the Business (except, in each case, (A) where a different standard is expressly used in Section 2.03(a) through Section 2.03(t) with respect to a delineated asset, property or right, or (B) where there is an express limitation set forth in Section 2.03(a) through Section 2.03(t) with respect to a delineated asset, property or right), together with (ii) those assets described in Section 2.03(a) through Section 2.03(t) below; provided, that notwithstanding anything to the contrary in this Section 2.03, (I) “Transferred Assets” shall not in any event include any of the Retained Assets, and (II) it is acknowledged and agreed that Buyer shall obtain indirect ownership of any assets, properties or rights that are owned, leased or licensed by any Transferred Entity, or any JV Entity by virtue of its acquisition of the Transferred Interests and JV Interests:
Purchase and Sale of the Transferred Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, General Motors shall cause the Assets Sellers to sell and transfer to the Buyer (or one or more Buyer Designees), and the Buyer (or one or more Buyer Designees) shall purchase and acquire from the Assets Sellers, the Transferred Assets, free and clear of all Encumbrances.
Purchase and Sale of the Transferred Assets. Upon the terms and subject to the conditions set forth in this Agreement and on the basis of and in reliance upon the representations, warranties, obligations and agreements set forth in this Agreement, upon the occurrence of the Closing as described in Article III and as of the Effective Time, the Seller will sell, transfer, convey, assign and deliver to the Buyer Sub, and the Buyer Sub (or one or more Affiliates of the Buyer Parent as the Buyer Parent may designate) will purchase from the Seller and Silpada International Holdings, all of the Seller’s and each Seller Stockholder’s right, title and interest in and to all of the assets, properties, rights and claims of the Seller and Silpada International Holdings, whether tangible or intangible (including the Intellectual Property, the IT Assets and the stock of the Transferred Subsidiaries), real, personal or mixed, except for the Excluded Assets (collectively, the “Transferred Assets”), free and clear of any Liens, except Permitted Liens.
Purchase and Sale of the Transferred Assets. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.3(b), at the Closing, Buyer shall purchase from Seller and its Affiliates, and Seller shall sell, transfer and assign (and shall procure that each of its Affiliates, as applicable, sell, transfer and assign) to Buyer, all of Seller’s and its Affiliates’ right, title and interest in and to the Transferred Consumer Care Assets and the Transferred Rx Product Assets, free and clear of any Liens other than Permitted Liens. For purposes of this Agreement, “Transferred Consumer Care Assets” shall mean all of the following assets (which, notwithstanding anything to the contrary in this Section
Purchase and Sale of the Transferred Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, subject to Section 5.18, TDY shall sell, convey, assign, transfer and deliver to Buyer (or one or more Affiliates of Buyer designated by Buyer to purchase any of the Transferred Assets or any of the Shares (a "Buyer Designee")), and Buyer (or such Buyer Designee) shall purchase, acquire and accept from TDY, all right, title and interest of TDY in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Purchase and Sale of the Transferred Assets. Subject to the terms and conditions set forth in this Agreement, including Section 2.2 hereof, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the right, title and interest of the Seller in, to and under all of the assets exclusively relating to the Business free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “Transferred Assets”), including:
(a) all Inventory existing as of the Closing Date (the “Transferred Inventory”);
(b) all tangible assets, including machinery and equipment, owned by the Seller and used exclusively in the Business, including the tangible assets set forth in Schedule 2.1(b) attached hereto (the “Transferred Tangible Assets” ) ;
(c) the Patents that are owned (whether exclusively, jointly or otherwise) or purported to be owned by the Seller and used exclusively in the Business, as set forth in Schedule 2.1(c) attached hereto (the “Transferred Patents”), and all causes of action, claims and demands of any nature arising under or with respect to the Transferred Patents, including all claims and damages for the past or future infringement of any such Transferred Patents;
(d) the Other IP that is owned (whether exclusively, jointly or otherwise) or purported to be owned by the Seller and used exclusively in the Business, including each item of Other IP set forth in Schedule 2.1(d) attached hereto (the “Transferred Other IP” and together with the Transferred Patents, the “Transferred IP”);
(e) copies of any Copyable Technology that is both owned (whether exclusively, jointly or otherwise) or purported to be owned by the Seller, and used exclusively in the Business, including each item of Copyable Technology set forth in Schedule 2.1(e) attached hereto (the “Transferred Copyable Technology”);
(f) the Non-Copyable Technology that is both owned (whether exclusively, jointly or otherwise) or purported to be owned by the Seller, and used exclusively in the Business, including each item of Non-Copyable Technology set forth in Schedule 2.1(f) attached hereto (the “Transferred Non-Copyable Technology” and together with the Transferred Copyable Technology, the “Transferred Technology”);
(g) the Contracts exclusively related to the Business set forth in Schedule 2.1(g) attached hereto (the “Transferred Contracts”);
(h) the Permits used or held for use by the Seller exclusively in the operation...
Purchase and Sale of the Transferred Assets. 4 2.1 Transfer and License of Assets 4 2.2 Excluded Assets 5 2.3 Assumption of Liabilities 5 2.4 Retained Liabilities 5 2.5 Purchase Price 6
