Common use of Purchase and Sale of Transferred Assets Clause in Contracts

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 intangible property, including, without limitation, Seller Software, Trade Secrets and Proprietary Rights, used or held for use by any of the Sellers in or necessary for the Business, including, without limitation, all of the Sellers' rights and goodwill included therein. (g) All Permits, except to the extent that the transfer thereof would violate, or would not be permitted or effective under, applicable Laws. (h) All patient medical records used or held for use in, necessary for or otherwise directly relating to the Business. (i) All books and records used or held for use by any of the Sellers in, necessary for or otherwise directly relating to the Business. (j) Any and all existing and assignable manufacturer or vendor warranties, service life policies, customer support agreements and similar items directly related to the Business (or to the extent such items are not assignable, subrogation rights to such items). The Contracts included in the Transferred Assets, including, without limitation, those listed above, are hereinafter collectively referred to as the "Assumed Contracts."

Purchase and Sale of Transferred Assets. On the terms and subject to the conditions set forth herein, at the Closing Closing, as described in Article V hereofhereto, the Sellers Seller shall sell, transfer, convey, assign and deliver to Purchaser (or such direct or indirect subsidiaries of Purchaser as Purchaser may lawfully designate)Purchaser, and Purchaser shall purchase and acquire from the SellersSeller, good and valid title to to, and all rights and interests of Seller in and to 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 or relating to the Business, other than the Excluded Assets (collectively, the "“Transferred Assets"”), free and clear of all Liens, except Permitted Liens, including, without limitationgood and valid title to, and all rights, title rights and interest of the Sellers interests in and to to, the following: (a) All assets reflected on the pro forma balance sheet as of and for the year ended December 31, 2003 relating to the Business dated April 30(the “Balance Sheet”) and all assets used to generate revenue and income reflected on the income statement relating to the Business for the year ended December 31, 2003 (the "Pro Forma “Income Statement”), which Balance Sheet") Sheet and Income Statement are set forth in Section Schedule 2.1(a) of the Disclosure Schedule), other than those than, in each case, assets disposed of after the date of the Pro Forma such Balance Sheet and Income Statement and on or prior to the Closing in the ordinary course of business consistent with past practiceas permitted under Section 8.1 hereto. (b) All assets used used, or held for use by any of the Sellers in or in, necessary for or otherwise relating to the Business acquired by Seller in the ordinary course of business consistent with past practice after April 30December 31, 2003 and on or prior to the Closing. (c) All Contracts used or held leases to which Seller is a party, including real property leases for use by any of the Sellers inoperating facilities, 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) Business 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 organizationsany improvements thereunder. (d) All Financing Contracts relating to the Business. (e) All other Contracts relating to the Business. (f) All securities or warrants to acquire securities issued to Seller in connection with any Financing Contract (the “Securities”). (g) All general intangibles and intangible property, including all Seller’s Rights. (h) All accounts receivable, notes receivable and other indebtedness related to the Business that are outstanding as of the Closing (the “Accounts Receivable”). (i) All rights under Contracts Contracts, including Financing Contracts, relating to the Business to the extent that such rights relate to non-competition with the Sellerscompetition, confidentiality owed to the Sellers or non-solicitation obligations enforceable by the Sellers against a third party. (ej) All inventorycurrent, accounts receivable, other current fixed or prepaid assets, pre-paid prepaid 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 intangible property, including, without limitation, Seller Software, Trade Secrets and Proprietary Rights, used or held for use by any of the Sellers in or necessary for the Business, including, without limitation, all of the Sellers' rights and goodwill included therein. (g) All Permits, except to the extent that the transfer thereof would violate, or would not be permitted or effective under, applicable Laws. (h) All patient medical records used or held for use in, necessary for or otherwise directly relating to the Business. (ik) All Permits used or held for use in, necessary for or relating to the Business including the Seller Permits, to the extent transferable under applicable Law. (l) All books and records used or held for use by any of the Sellers in, necessary for or otherwise directly relating to the Business. (j) Any and all existing and assignable manufacturer Business or vendor warrantiesthe Transferred Assets, service life policies, customer support agreements and similar items directly related to the Business (or to the extent such items are not assignable, subrogation rights to such items)including those in respect of Taxes. The Contracts included in the Transferred Assets, including, without limitation, including those listed above, are hereinafter collectively referred to as the "“Assumed Contracts."”

Purchase and Sale of Transferred Assets. On Upon the terms and subject to the conditions set forth hereinof this Agreement, at the Closing as described in Article V hereof, the Sellers Seller shall sell, transfer, convey, assign and deliver free and clear of Encumbrances (other than Permitted Liens) to Purchaser Buyer, and Buyer shall purchase, acquire and accept from Seller on the Closing Date (or such direct or indirect subsidiaries of Purchaser as Purchaser may lawfully designatedefined herein), all of the Seller's right, title and Purchaser shall purchase and acquire from the Sellers, good and valid title to and all rights and interests interest in and to all of the rightsassets, properties properties, contracts, rights and assets choses in action, whether tangible or intangible, as specified below, whether accrued, contingent or otherwise, and wherever located, 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 in connection with the Business, other than as the Excluded Assets same may exist on the Closing Date (as defined herein) (collectively, the "Transferred Assets"): (a) all inventories, consisting of raw materials, work in process and finished goods, supplies and similar tangible assets of the Seller related to the Business, which are set forth in Schedule 1.1(a), free and clear of ; (b) all Liens, except Permitted Liens, including, without limitation, all rightsright, title and interest of the Sellers Seller in and to the following: (a) All assets reflected on the pro forma balance sheet customer purchase orders of Seller relating to 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 entered into or issued prior to the Closing Date, including those which are listed on Schedule 1.1(b), (the "Assumed Purchase Orders"), provided, however, that those certain unconfirmed orders, as set forth on Schedule 1.1(b)(1) (the "Unconfirmed Orders") shall be deemed Assumed Purchase Orders for all purposes of this Agreement; (c) all notes and trade and other accounts receivable arising from goods shipped by Seller on and after September 1, 2002 (except those certain goods shipped between September 1, 2002 and September 10, 2002 as set forth in Schedule 1.1(x)), including those which are listed on Schedule 1.1(c) (the "Assigned Receivables"); (d) all advance payments, rights of offset of Seller, claims for refund of Seller and unused advances of any kind relating to the Assumed Purchase Orders, the Assigned Receivables and the Seller's Inventory Investment; (e) the corporate name of the Seller and all names under which the Seller is doing business or has conducted business, including but not limited to those which are specified on Schedule 1.1(e); (f) all patents, trade secrets, trademarks, inventions, processes, procedures, research records, market surveys, copyrights, servicemarks, trade names and know-how and other intellectual property relating to the Business ("Intellectual Property"), wherever located, of the Seller and all registrations and applications for registrations of any of the foregoing, and all claims against third parties for infringement of the Intellectual Property rights; (g) the unused brochures, literature, advertising, catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or for the Seller listed on Schedule 1.1(g); (h) the equipment used by Seller in the ordinary course of business consistent with past practice.Business as listed on Schedule 1.1(h); (bi) All all customer lists and customer records in any form (and all software related to any such customer records, to the extent transferable), whether of past or present customers or potential future customers, of the Business; (j) such manufacturers' guarantees and warranties, if any, relating to the Business as may be in force at the Closing Date in favor of the Seller and the benefit of any claims against such manufacturers relating to the Business (including without limitation any claim for breach of the manufacturers' guarantees and warranties); (k) all goodwill of the Seller in the Business ("Goodwill"); (l) all books, records, manuals, standard operating procedures, correspondence, customer relation information and any other confidential or proprietary information pertaining to the Business; (m) all certifications, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other similar permits or rights, if any, obtained from any Governmental Entity or professional or trade organization utilized in operating the Business and all pending applications therefor. Anything to the contrary in Section 1.1 notwithstanding, the Transferred Assets shall exclude and the Buyer is not purchasing (i) the rights which accrue to the Seller under this Agreement, (ii) the assets of Seller and Flug that are not used or held for use by any of the Sellers Seller in or necessary for the Business acquired in the ordinary course of business consistent connection 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(iii) the accounts receivable of Seller arising from all goods shipped prior to September 1, without limitation2002, all Contracts covering the provision as well as those certain goods shipped between September 1, 2002 and September 10, 2002, as are set forth on Schedule 1.1(x), including reversals of services any chargebacks, allowances or deductions previously taken by any customers with respect to the LTC Affiliates receivables referred to in this clause (including the Individual Facility Pharmacy Services Agreementsiii), (iv) 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 cash 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 depositscash equivalents, property and equipment used equipment, deposits or held refunds due, other than in connection with the Assigned Accounts Receivable, Assumed Purchase Orders and the Seller's Inventory Investment, (v) the inventory not underlying any Assumed Purchase Orders, as set forth in Schedule 1.1(y), provided however, that Seller, if it so elects, shall be entitled (but not obligated) to sell same for Seller's sole account, using the services, including assistance with collections of accounts receivables, and brand names of Buyer and Chaus, provided, further, however, that Buyer shall be reimbursed for its out-of-pocket expenses in connection with this clause (v) and use by any of its services and brand names shall be subject to Buyer's consent or (vi) the Sellers inassets set forth in Schedule 1.1(z) hereof (collectively, necessary for or otherwise directly relating to the Business. (f) All general intangibles and intangible property, including, without limitation, Seller Software, Trade Secrets and Proprietary Rights, used or held for use by any of the Sellers in or necessary for the Business, including, without limitation, all of the Sellers' rights and goodwill included therein. (g) All Permits, except to the extent that the transfer thereof would violate, or would not be permitted or effective under, applicable Laws. (h) All patient medical records used or held for use in, necessary for or otherwise directly relating to the Business. (i) All books and records used or held for use by any of the Sellers in, necessary for or otherwise directly relating to the Business. (j) Any and all existing and assignable manufacturer or vendor warranties, service life policies, customer support agreements and similar items directly related to the Business (or to the extent such items are not assignable, subrogation rights to such items). The Contracts included in the Transferred Assets, including, without limitation, those listed above, are hereinafter collectively referred to as the "Assumed ContractsExcluded Assets")."

Purchase and Sale of Transferred Assets. On Upon the terms and subject to the conditions set forth hereinof this Agreement, at the Closing as described in Article V hereof, the Sellers Seller shall sell, transfer, convey, assign and deliver free and clear of Encumbrances to Purchaser Buyer, and Buyer shall purchase, acquire and accept from Seller on the Closing Date (or such direct or indirect subsidiaries of Purchaser as Purchaser may lawfully designatedefined herein), all of the Seller's right, title and Purchaser shall purchase and acquire from the Sellers, good and valid title to and all rights and interests interest in and to all of the assets, properties, contracts and rights, properties whether tangible or intangible, as specified below, whether accrued, contingent or otherwise, and assets wherever located, 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 in connection with the Business, other than as the Excluded Assets same may exist on the Closing Date (as defined herein) (collectively, the "Transferred Assets")): (a) all inventories, free consisting of raw materials, work in process and clear finished goods, supplies and similar tangible assets of the Seller related to the Business; (b) all Liens, except Permitted Liens, including, without limitation, all rightsright, title and interest of the Sellers Seller in and to the following: (a) All assets reflected on the pro forma balance sheet customer purchase orders of Seller relating to 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 entered into or issued 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.Date; (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) notes 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 trade and other payor organizations.accounts receivable arising from goods shipped by Seller on and after the Closing Date; (d) All rights the corporate name of the Seller and all names under Contracts which the Seller is doing business or has conducted business; (e) all patents, trade secrets, trademarks, inventions, processes, procedures, research records, market surveys, copyrights, service marks, trade names and know-how and other intellectual property relating to the Business to ("Intellectual Property"), wherever located, of 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 Seller and plant, security deposits, property all registrations and equipment used or held applications for use by registrations of any of the Sellers inforegoing, necessary and all claims against third parties for or otherwise directly relating to infringement of the Business.Intellectual Property rights; (f) All general intangibles the unused brochures, literature, advertising, catalogues, photographs, display materials, media materials, packaging materials and intangible property, including, without limitation, Seller Software, Trade Secrets and Proprietary Rights, used other similar items which have been produced by or held for use by any of the Sellers in or necessary for the Business, including, without limitation, all of the Sellers' rights and goodwill included therein.Seller; (g) All Permits, except to the extent that equipment used by Seller in the transfer thereof would violate, or would not be permitted or effective under, applicable Laws.Business; (h) All patient medical all customer lists and customer records used or held for use inin any form (and all software related to any such customer records, necessary for or otherwise directly relating to the extent transferable), whether of past or present customers or potential future customers, of the Business.; (i) All books such manufacturers' guarantees and records used or held for use by any of the Sellers inwarranties, necessary for or otherwise directly if any, relating to the Business.Business as may be in force at the Closing Date in favor of the Seller and the benefit of any claims against such manufacturers relating to the Business (including without limitation any claim for breach of the manufacturers' guarantees and warranties); (j) Any and all existing and assignable manufacturer or vendor warranties, service life policies, customer support agreements and similar items directly related to goodwill of the Seller in the Business ("Goodwill"); (k) all books, records, manuals, standard operating procedures, correspondence, customer relation information and any other confidential or proprietary information pertaining to the extent such items are not assignableBusiness; and (l) all certifications, subrogation rights to such items). The Contracts included franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other similar permits or rights, if any, obtained from any Governmental Entity or professional or trade organization utilized in operating the Transferred Assets, including, without limitation, those listed above, are hereinafter collectively referred to as the "Assumed ContractsBusiness and all pending applications therefore."