Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in consideration of the Purchase Price paid to Seller by Buyer, Seller will grant, sell, transfer, convey, assign and deliver (“Transfer”) to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s rights, title and interest in, to and under all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets
1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances):
(i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter;
(ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”);
(iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”);
(iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”);
(v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product,...
Purchase and Sale of Transferred Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, accept and acquire from Seller, free and clear of any Liens, all assets constituting the Seller’s Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, but excluding the Excluded Assets (the “Transferred Assets”):
(a) all of the Seller’s IP, including without limitation the Seller’s IP identified on Schedule 2.1(a);
(b) the Equipment, including without limitation the assets identified on Schedule 2.1(b);
(c) the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”) except that Transferred Contracts shall not include any Contract which a Required Consent is necessary and not obtained by Closing save as otherwise provided under Section 5.12;
(d) the Employee Assets which are listed as Schedule 2.1(d) (as it may be adjusted at Closing;
(e) all websites, internet domain names, URLs and webpages used or held for use in connection with the Seller’s Business, including without limitation, wxx.xxxxxxxxx.xxx and the other domain names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets;
(f) all advertising, marketing and sales materials developed for, or used in connection with, the Seller's Business together with all Intellectual Property embodied therein other than trademarks set forth therein which are not otherwise part of the Transferred Assets;
(g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets of the Assumed Liabilities and not otherwise provided pursuant to this clause (g), which shall also be made reasonably available to the Buyer prior to closing to inspect and make copies of, upon reasonable notice to Seller (collectively the “Business Records”);
(h) the Receivables; and
(i) all goodwill of the Seller’s Business.
Purchase and Sale of Transferred Assets. On the terms and subject to the conditions set forth herein, at the Closing as described in Article V hereof, the Sellers shall sell, transfer, convey, assign and deliver to Purchaser (or such direct or indirect subsidiaries of Purchaser as Purchaser may lawfully designate), and Purchaser shall purchase and acquire from the Sellers, good and valid title to and all rights and interests in and to all of the rights, properties and assets that are owned, controlled, leased or licensed by any of the Sellers used or held for use by any of the Sellers in, necessary for and otherwise directly relating to the Business, other than the Excluded Assets (collectively, the "Transferred Assets"), free and clear of all Liens, except Permitted Liens, including, without limitation, all rights, title and interest of the Sellers in and to the following:
(a) All assets reflected on the pro forma balance sheet of the Business dated April 30, 2003 (the "Pro Forma Balance Sheet") set forth in Section 2.1(a) of the Disclosure Schedule, other than those assets disposed of after the date of the Pro Forma Balance Sheet and on or prior to the Closing in the ordinary course of business consistent with past practice.
(b) All assets used or held for use by any of the Sellers in or necessary for the Business acquired in the ordinary course of business consistent with past practice after April 30, 2003 and on or prior to the Closing.
(c) All Contracts used or held for use by any of the Sellers in, necessary for or otherwise directly relating to the Business, including, without limitation, all Contracts covering the provision of services to the LTC Affiliates (including the Individual Facility Pharmacy Services Agreements) and all Contracts with nursing facilities, assisted living facilities, group homes, correctional facilities, mental health facilities, hospitals, other facilities and home healthcare companies and insurers, managed care organizations and other payor organizations.
(d) All rights under Contracts relating to the Business to the extent that such rights relate to non-competition with the Sellers, confidentiality owed to the Sellers or non-solicitation enforceable by the Sellers against a third party.
(e) All inventory, accounts receivable, other current assets, pre-paid items and plant, security deposits, property and equipment used or held for use by any of the Sellers in, necessary for or otherwise directly relating to the Business.
(f) All general intangibles and intangibl...
Purchase and Sale of Transferred Assets. At the Closing (as defined in Section 1.7), Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser and Purchaser agrees to purchase, acquire, and accept from Seller at the Closing, all of the right, title, and interest in and to all of the Transferred Assets (as defined below), free and clear of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement.
Purchase and Sale of Transferred Assets. Upon the terms and subject to the conditions hereinafter set forth, at the Closing described in Article 2, Seller agrees to sell, convey, transfer, assign and deliver all of the Transferred Assets to Buyer, and Buyer agrees to purchase and receive the Transferred Assets from Seller. Except as specifically set forth in Section 1.2 hereof, Seller shall transfer the Transferred Assets to Buyer on the Closing Date free and clear of all Encumbrances, and Buyer shall not, by virtue of its purchase of the Transferred Assets, assume or become responsible for any debts, liabilities or obligations of Seller.
Purchase and Sale of Transferred Assets. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver, and, as applicable, shall cause their Affiliates to sell, transfer, convey, assign and deliver, to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers or its Affiliates, as applicable, all of Sellers’ and each of their Affiliate’s, as applicable, right, title and interest in and to the business, properties, assets, rights of whatever kind, whether tangible or intangible, real, personal or mixed, which are used, held for use or associated with Sellers’ operation of the Business, including all of the following assets (the “Transferred Assets”), in each case free and clear of all Liens, other than Permitted Liens:
(a) all bank accounts, including deposit, escrow and lock box accounts, related to the Business, including those accounts set forth on Schedule 3.15 (the “Bank Accounts”) and all cash and cash equivalents contained in the Bank Accounts;
(b) all Intellectual Property owned by a Seller and used primarily in connection with or held for use primarily in connection with the Business, including such rights to sxx and recover for past infringement or misappropriation thereof and to receive all income, royalties, damages and payments for past and future infringements thereof, including those items set forth on Schedule 3.19(b) (the “Transferred Intellectual Property”);
(c) the information technology assets, systems and networks of Sellers that are used or held for use primarily in connection with the Business, including those items set forth on Schedule 3.19(a) (“Transferred IT Assets”);
(d) all office supplies used in connection with the Business;
(e) all owned or leased furniture, fixtures, vehicles and other tangible personal property owned or leased by Sellers and used or held for use in connection with the Business, including those items set forth on Schedule 2.1(e)(the “Equipment”);
(f) to the extent permitted by Law, all books, records, files, invoices, customer lists, supplier lists and other data owned, used, held for use or employed by Sellers with respect to the Business, including all information with respect to Borrowers under the Financing Agreements that is maintained in Sellers’ credit files (including financial statements, audit reports and due diligence reports);
(g) any and all current assets arising out of or with respect to the Business, including prepaid rent, prepaid suppliers, advances ...
Purchase and Sale of Transferred Assets. 2.1 Transferred Assets......................................................6 2.2
Purchase and Sale of Transferred Assets. Subject to the provisions of this Agreement, Barrick covenants and agrees to sell or cause to be sold, and Goldcorp covenants and agrees to purchase, all of the Transferred Assets.
Purchase and Sale of Transferred Assets. Upon the terms and subject to the conditions hereinafter set forth, at the Closing described in Article 3, Seller agrees to sell, convey, transfer and assign to Buyer the “Transferred Assets,” and Buyer agrees to purchase and receive such Transferred Assets from Seller and pay Seller the Purchase Price (as defined in Section 1.3 below). Seller shall retain the Excluded Assets, including but not limited to all other lines of business and the service to customers of such lines of business.
Purchase and Sale of Transferred Assets. On the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser and Purchaser agrees to purchase, good and marketable title to all of the assets, properties, and business of Seller of every nature, and description, whether tangible or intangible, contingent or otherwise, wherever so located and whether or not reflected on the books and records of Seller related to the Product Lines, including, without limitation, all copyrights, trademarks, and trade names and associated goodwill, inventories, product formulas, product labels, customer lists and books and records (collectively hereinafter referred to as the "Transferred Assets"). Without limiting the generality of the foregoing, it is agreed that the Transferred Assets shall include, without limitation, all of the assets listed on Schedule 1.1 to this Agreement and shall be deemed transferred to Purchaser in their respective amounts existing on the Effective Date. No assets of Seller, other than the Transferred Assets, are being transferred hereunder.
