Purchase of Purchased Assets. Subject to the terms and conditions hereof, the Administrator (on behalf of the Purchasers) hereby purchases and accepts from the Seller the Pool Receivables and all other Related Security sold, assigned and transferred pursuant to Section 1.3(a) (collectively, the “Purchased Assets”).
Purchase of Purchased Assets. On the terms and subject to the conditions hereof, the Purchaser hereby purchases and accepts from each Seller all such Seller’s Purchased Assets.
Purchase of Purchased Assets. At Closing, Regional will sell, assign ---------------------------- and transfer to Sub all of Regional's right, title and interest in and to the following except as otherwise provided in the last sentence of this section (collectively, the "Purchased Assets"): (a) all furniture, furnishings, equipment, machinery, data processing hardware and software, vehicles and other tangible personal property owned on the Closing Date by any entity comprising Regional contained on the Premises or used in connection therewith or with the operation of the Hospital Facilities, including, but not limited to, the items described in Schedule 4.10, and all other rights, privileges and franchises owned or held on the Closing Date by any entity comprising Regional relating to the operation or development of, or associated with, the Hospital Facilities; (b) all businesses owned by Regional or any entity comprising Regional with respect to the Hospitals, including those businesses comprising the Hospital Facilities; (c) the Contracts, as described in Schedule 2.2(c); (d) Regional's accounts receivable on the Closing Date (including those related to Medicare and Medicaid) (the "Accounts Receivable"); (e) Regional's inventories of goods and supplies on the Closing Date used or maintained in connection with or located in the Hospital Facilities, including, food, cleaning materials, disposables, linens, consumables, office supplies, pharmaceuticals, drugs and medical supplies, on the Closing Date (the "Inventories"); (f) to the extent transferable, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises held on the Closing Date by any entity comprising Regional necessary to operate and conduct business at the Hospital Facilities; (g) all goodwill associated with the Hospitals and Hospital Facilities and all assignable warranties (expressed or implied) and assignable rights and claims assertable by Regional related to the operation of the Hospital Facilities; (h) all patents and patent applications associated with the Hospitals or the Hospital Facilities; (i) all trademarks or trade names and copyrights of Regional, and any proprietary manuals; and (j) Regional's prepaid expenses and deposits on the Closing Date (collectively, the "Prepaid Items and Deposits") as described on Schedule 2.2(j); provided, however, that the Purchased Assets do not include any of the Leased Assets or any of the Excluded Assets.
Purchase of Purchased Assets. Subject to the terms and conditions hereof, the Administrative Agent (on behalf of the Purchasers) hereby purchases and accepts from the Seller all Pool Assets sold, assigned and transferred pursuant to Section 1.3(a) (collectively, the “Purchased Assets”).
Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date (a) the Purchaser shall purchase the Purchased Assets and assume the Assumed Liabilities from the Sellers, and (b) the Purchase Price shall be paid as set forth in Section 2.04.
Purchase of Purchased Assets. On the Closing Date, pursuant to the terms and subject to the conditions of this Agreement, Seller shall sell, assign and transfer to Purchaser all of its right, title and interest in and to the Purchased Assets. Title to and ownership of the Purchased Assets shall transfer to and vest with Purchaser solely upon Seller’s receipt of the Purchase Price in its full amount in accordance with Sections 2.3 and 2.4.
Purchase of Purchased Assets. Upon the terms and subject to the conditions herein set forth, and in reliance upon the representations and warranties contained herein, upon the Closing, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of any and all Liens, all of Seller’s rights, title and interests in and to any and all assets, properties and rights of every kind, nature and description, tangible and intangible, real, personal or mixed, accrued and contingent, of Seller, wheresoever located and whether or not carried or reflected on the books and records of Seller (other than the Excluded Assets) (collectively, the “Purchased Assets”), including, without limitation, all of Seller’s rights, title and interests in and to the following:
(a) the Amended License;
(b) the Business and any and all regulatory documents and clinical trial data related to the Business;
(c) the Master Vaccine Bank and derivatives thereof, work product based thereon, and Improvements thereon;
(d) to the extent assignable, all Permits;
(e) all rights to indemnification, warranties, guarantees, claims, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties relating to any of the Purchased Assets or the Assumed Liabilities;
(f) all goodwill associated with the Purchased Assets;
(g) all proceeds of the foregoing.
Purchase of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and acquire from Seller, all of Seller’s right, title and interest in and to the following assets, properties and rights of Seller as the same exist as of the close of business on the Closing Date, free and clear of all Liens:
(a) the Transferring Client Accounts and Records;
(b) all leasehold interests in, and licenses to, all real properties used, held or occupied in connection with the Business, and any and all leasehold improvements thereon at those locations described in Schedule 2.2(b) (the “Leased Premises”).
(c) all tangible assets and properties, including machinery and equipment, spare parts and supplies, accessories, furniture, fixtures, office equipment and supplies used exclusively or primarily in the conduct of the Business at the Leased Premises (collectively the “Equipment”), and all related claims, credits, and rights of recovery and set-off with respect thereto; and
(d) all goodwill related to the foregoing assets (collectively, with the Transferring Client Accounts and Records, the Leased Premises and the Equipment, the “Purchased Assets”).
Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser or its designated Affiliate shall (a) purchase the Purchased Assets and assume the Assumed Liabilities from the Sellers, and (b) satisfy its obligation to pay the Purchase Price as set forth in Section 2.04.
Purchase of Purchased Assets. 7 2.3 Assets Excluded from Transactions.................................................. 8 2.4
