Purchase of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.3 hereof), Seller agrees to sell, assign, transfer and deliver to Cordia, free and clear of all liens, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description and Cordia agrees to purchase for Consideration set forth in Section 1.2, the following tangible and intangible Acquired Assets and personal property owned by Seller and used in connection with the conduct of Seller’s business, where located, collectively referred to as the “Acquired Assets.”
a) All right, title and interest of Seller in and to all customer lists (attached hereto in Schedules A1 – F1), all fixed Acquired Assets, all card brands, all vendor lists (attached hereto in Schedules A2 – F2), and any and all Acquired Assets determined by Cordia to be necessary to assume the business of Seller and its affiliated distributors, as well as the Acquired Assets identified in the Schedules attached to this Agreement;
b) All right, title and interest of Seller in, to and under all contracts, agreements, commitments, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Assets, in which Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to operate, service, manage and otherwise maintain its operations;
c) All right, title and interest of Seller in, to and under all maintenance, service and warranty agreements associated with any equipment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized in connection with the equipment and the business as it relates thereto; and (ii) all maintenance, service and warranty agreements;
d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other rel...
Purchase of Acquired Assets. (a) Purchase and Sale of the Acquired Assets. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase and acquire from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, for the consideration specified below in this Article 2 at the Closing, all of the Acquired Assets.
Purchase of Acquired Assets. Subject to the terms and conditions of this Agreement (including, without limitation, the limitations with respect to the Patent Rights described in Section 5.2 of this Agreement), at the Closing, AutoCyte will sell, assign, transfer, convey, and deliver to NeoPath, and NeoPath will purchase, acquire, and accept the Acquired Assets from AutoCyte, free and clear of all liens, claims, restrictions, interests, and encumbrances except for restrictions arising because NSI's representations, warranties, and covenants to AutoCyte set forth in the NSI-AutoCyte Agreement turn out not to be true as of either March 25, 1999 or the date of closing of the NSI-AutoCyte Agreement.
Purchase of Acquired Assets. With respect to the Business, all of Seller’s and Affiliated Sellers’ right, title and interest in the assets set forth on Annex A hereto to the extent such assets are not owned by the Acquired Entity (the “Acquired Assets”), by conveyance of such assets directly to Buyer or one or more of the Affiliated Buyers and by conveyance to Buyer or one or more Affiliated Buyers of all of the general and limited partner interests of each Tubular Business LP in accordance with Section 2.3.
Purchase of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired Assets, free and clear of all Security Interests, at the Closing for the consideration specified in this Section 2. The Seller shall retain the Excluded Assets.
Purchase of Acquired Assets. At the Closing, Seller agrees to sell, transfer, assign, convey and deliver to Buyer the Acquired Assets, and Buyer agrees to purchase, accept and take delivery of the Acquired Assets listed on SCHEDULE 2.1 hereto, on the terms and subject to the conditions set forth in this Agreement. Subject to receipt of required consents, Seller agrees to assign to Buyer and Buyer shall accept novation of and acquire all rights under the Novated Agreements (as defined in SECTION 3.6). The Novated Agreements novated and assigned and the other Acquired Assets listed on SCHEDULE 2.1 hereto shall constitute the Acquired Assets. The parties specifically agree that Buyer will not acquire any ownership rights in the assets of Seller other than the Acquired Assets.
Purchase of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, BH Media agrees to convey, assign, sell, transfer and deliver (or to cause to be conveyed, assigned, sold, transferred and delivered) to Buyer at the Closing, and Buyer agrees to purchase and receive from BH Media at the Closing, all right, title and interest of BH Media in and to all tangible and intangible assets that are owned, leased, licensed, used or held for use by BH Media in connection with the BH Media Newspaper Business, other than the Excluded Assets (as defined in this Agreement) (such assets, collectively, the “Acquired Assets”), including the following:
(i) all of the Assumed Contracts (as defined in this Agreement), including any collective bargaining agreement to which BH Media is a party;
(ii) all Business Intellectual Property;
(iii) all inventories of merchandise, newsprint, ink and other raw materials, work in process, finished goods and supplies (including photo supplies, composition supplies, camera supplies, pressroom supplies, pressroom plates, mailroom supplies, plant supplies and route and circulation supplies);
(iv) all tangible and intangible archives of each of the BH Media Newspapers, including all clippings, art, photographs (including digital files and film, negatives and positives), historical facts and memorabilia, bound files of back issues, electronic archives, and microfilm and microfiche reproductions of back issues;
(v) all motor vehicles, furniture, equipment, machinery and other tangible personal property;
(vi) all books of account and financial records, invoices, shipping records, sales and promotional literature, supplier, customer and circulation lists, correspondence and other documents, records, data, files and service manuals;
(vii) all insurance Contracts and accounts;
(viii) the BH Media Employee Benefit Plans identified on Schedule 2.1(b)(a)(viii), and any related assets;
(ix) all other assets other than Excluded Assets, whether owned, leased or licensed, tangible or intangible,
(x) all applicable guaranties, warranties, indemnities and similar rights in favor of BH Media with respect to any tangible Acquired Asset;
(xi) all goodwill relating to the BH Media Newspaper Business and the Business Intellectual Property;
(xii) all claims, rights, interests and causes of action of BH Media, whether mature, contingent or otherwise, against third parties relating to the BH Media Newspaper Business and the Acquired Assets, including those arising duri...
Purchase of Acquired Assets. Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title, and interest in and to the following (collectively the “Acquired Assets”):
(a) The cold sore remedy known as “KR-78” more particularly described in Exhibit A attached hereto and incorporated herein;
(b) The canker sore remedy known as “KR-78A” more particularly described in Exhibit B attached hereto and incorporated herein;
(c) The cigarette smoking cessation aid known as “RM-78” more particularly described in Exhibit C attached hereto and incorporated herein;
(d) All improvements, variations, modifications, and new or reformulations of the items listed in paragraphs (a), (b), and (c) of this Section 1, whether now existing or hereafter conceived or developed by Seller (the items listed in paragraphs (a), (b), (c), and (d) of this Section 1 are collectively referred to as the “Products”);
(e) All trade secrets, formulas, scientific and manufacturing know-how, trade names, descriptive or marketing material pertaining to any of the Products (including any copyrighted or copyrightable material), and other intellectual property pertaining to any of the Products; and
(f) All memoranda, written reports, test results, clinical studies, computer records and discs, and other information of or pertaining to the Products. For and in consideration of the sale and transfer of the Acquired Assets to Buyer, Buyer is issuing and delivering to Seller 492,121 shares of Buyer’s common stock, par value $0.05 per share (the “Securities”).
Purchase of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Acquirer agrees to purchase from the Company, and the Company agrees to sell to the Acquirer, all of the Acquired Assets for the Purchase Price specified below in Section 2.2.
Purchase of Acquired Assets
