Common use of Purchase of Purchased Assets Clause in Contracts

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. Upon the terms and subject to the conditions herein set forth, and in reliance upon the representations and warranties contained herein, upon the At Closing, Seller hereby sellswill sell, conveysassign and transfer to Purchaser (and, assignsif necessary will cause any of its Affiliates to sell, transfers assign and delivers transfer to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of any and all Liens, Purchaser) all of Seller’s rights's (or its Affiliates') right, 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 interest in and to the following:, except as otherwise provided in the last provision of this Section (collectively, the "Purchased Assets"):‌ (a) all real property owned by Seller associated with the Amended LicenseHospital which is more particularly described on Schedule 2.1(a), together with all Improvements thereon and interests therein and all rights, privileges, and easements appurtenant thereto (all collectively referred to as "Real Property"); (b) all furniture, furnishings, equipment, machinery, data processing hardware, vehicles and other tangible personal property owned at the Business Effective Time by Seller and any used in connection with the operation of the Hospital, including, but not limited to, the items described in Schedule 4.10, and all regulatory documents other assets, tangible or intangible, rights, privileges and clinical trial data related franchises owned or held at the Effective Time by Seller, other than Intellectual Property, relating to the Businessoperation or development of, or associated with, the Hospital; (c) the Master Vaccine Bank contracts, leases, real property leases, agreements and derivatives thereofcommitments of Seller relating to the operations of the Hospital listed on Schedule 2.1(c), work product based thereonbut excluding any such contracts, and Improvements thereonagreements, or commitments relating to Intellectual Property (the contracts to be assumed described in this Section 2.1(c) are collectively referred to herein as the "Contracts"); (d) Seller's inventories of goods and supplies as of the Effective Time to be used or maintained in connection with or located in the extent assignableHospital, all Permitswhether or not shown on the Financial Statements or reflected in the books and records of the Hospital; (e) to the extent transferable, all rights to indemnificationLicenses and Permits and all Medicare and Medicaid provider numbers held as of the Effective Time by Seller, warrantiesand all other rights, guaranteesprivileges, claimsfranchises, causes of actioncertificates, choses in action, rights of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors applications held by Seller or other third parties its Affiliates relating to any the operations or development of the Purchased Assets or the Assumed LiabilitiesHospital; (f) all goodwill associated with the Hospital and any Marks used in connection with the Hospital, and all assignable warranties (expressed or implied) and, except as otherwise provided in this Agreement, assignable rights and claims assertable by Seller related to the operation of the Hospital; (g) to the extent transferable, all Intellectual Property used in the operations of the Hospital; (h) all insurance proceeds (including applicable deductibles, co-payments or self-insured requirements) arising in connection with damage to the Purchased Assets prior to the Effective Time to the extent not expended for the repair and restoration of the Purchased Assets; (gi) to the extent transferable, all financial, patient, medical staff and personnel records whether in electronic or paper form (including, without limitation, all accounts receivable records, equipment records, medical/administrative libraries, medical records, patient billing records including forms UB-04, documents, catalogs, books, records, files, operating manuals and current personnel records) relating to the operations of the Hospital, whether in the possession of Seller or a third party, with Seller retaining copies or being furnished copies or originals, if needed, of any of such records as it may reasonably request after closing; (j) all proceeds other assets, tangible or intangible, rights, privileges or interests (other than Excluded Assets and Intellectual Property) owned or held by Seller or its Affiliates and used in the operations of the foregoing.Hospital, including those items (if any) set forth in Schedule 2.1(j); (k) Seller’s cash and cash equivalents (other than Board Designated Funds and funds in the Hospital’s bond escrow account) and all prepaid expenses of Seller; and (l) all accounts receivable of Seller, whether billed or unbilled, recorded or unrecorded, accrued and existing, whether or not written off, as of the Effective Time with respect to the operation of the Hospital and other rights of payment for goods and services with respect to the operation of the Hospital in respect of services rendered prior to the Effective Time; (m) rights to settlement and retroactive adjustments for services rendered prior to and on and after the Effective Time, if any, for cost reporting periods ending on, prior to or after the Effective Time arising from or against the U.S. Government under the terms of the Medicare program or Tricare and against any state under its Medicaid program and against any third-party payor programs that settle on a cost report basis, including without limitation any payments under the "Upper Payment Limit" program with respect to pre- and post-Effective Time periods; (n) to the extent assignable by Seller and assumable by Purchaser, Seller's membership interests and/or stock interests in the following entities: (i) Amerigard Diagnostics Center, LLC; (ii) Garden Nursing Center, Inc.; (iii) Amerigard Development, Inc.; (iv) United Home Health, Inc.; (v) GCH Assurance Company, Ltd.;

Purchase of Purchased Assets. Upon Subject to the terms and subject to the conditions herein set forthof this Agreement, and in reliance upon the representations and warranties of Buyer contained hereinin this Agreement, upon Sellers agree, on the ClosingClosing Date (as defined in Section 3.1), Seller hereby sellsto sell, conveys, assigns, transfers assign and delivers transfer to Buyer, and Buyer hereby purchases agrees to purchase from Sellers, the Purchased Assets which will constitute 100% of the Sellers’ ownership interests in and acquires from Seller, to the Purchased Assets (the “Transaction”): (a) Sellers shall transfer and deliver the Purchased Assets free and clear of any and all Lienssecurity interests, all liens, restrictions, claims, encumbrances or charges 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 Licensewhatsoever nature; (b) Buyer will assume all future liabilities associated with the Business Purchased Assets which may initiate and any and all regulatory documents and clinical trial data related to arise after the BusinessClosing Date; (c) the Master Vaccine Bank All of each Seller’s respective books, data, records, ledgers, files, documents, correspondence, lists, reports, memoranda, information systems, databases, diagrams, schematics, instructional and derivatives thereofmaintenance materials, work product based thereondrawings and specifications, all creative advertising and promotional materials, marketing brochures, potential customer and supplier lists and records and other proprietary and non-proprietary printed or written materials, in any form or medium, and Improvements thereon; (d) to the extent assignableall media, all Permits; (e) all rights to indemnificationelectronic or otherwise, 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 which any of the Purchased Assets foregoing are resident, and which relate, directly or the Assumed Liabilities; (f) all goodwill associated with indirectly, to the Purchased Assets; (gd) All common law trademarks, tradenames, internet domain names, all proceeds trade secrets, formulae, designs, and proposed product specifications, and all other Technology and intellectual property, as well as all Confidential Information referenced in Section 8.1, below; (e) All of the foregoing.Purchased Assets’ good will and intellectual property, including without limitation, all rights in the name “Vitalibis” and variations thereof, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any such intellectual property and technology, and all goodwill relating to the Purchased Assets (the “Sellers’ Transferred Intellectual Property”);

Purchase of Purchased Assets. Upon On the terms and subject to the conditions herein set forthforth in this Agreement, effective at the Effective Time, the U.S. Sellers agree to sell, assign, transfer 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 Sellerdeliver, free and clear of any all Liens other than Permitted Encumbrances, to the Buyer, and all Liensthe Buyer agrees to purchase, all of Seller’s rights, title and interests in and to any and the Purchased Assets. The “Purchased Assets” are all of the assets, properties properties, rights and rights business of every kindthe U.S. Sellers, nature and descriptionreal, personal, tangible and intangible, realwherever located, personal or mixedand all of the U.S. Sellers’ rights related thereto, accrued and contingent, of Seller, wheresoever located and whether or not carried or reflected on the books and records of Seller (in each case other than the Seller Equity Interests sold pursuant to Section 1.4 and the Seller Excluded Assets) (collectively, as of the “Effective Time. The Purchased Assets”), includingAssets include, without limitation, all of Seller’s rightsthe U.S. Sellers’ legal and beneficial right, title and interests interest, as of the Effective Time, to and in and to each of the following: (a) all tangible assets owned, leased or otherwise used by the Amended LicenseU.S. Sellers, including machines, equipment, tools, spare parts, computer hardware, data processing and telecommunications equipment, furniture, office equipment, vehicles and other equipment, and all contract rights (including any express or implied warranties) with respect thereto; (b) all Accounts Receivable of the Business and any and all regulatory documents and clinical trial data related to U.S. Sellers other than Intercompany Accounts Receivable (the Business“Seller Accounts Receivable”); (c) all inventories of the Master Vaccine Bank and derivatives thereof, work product based thereon, and Improvements thereonU.S. Sellers; (d) all Permits used by the U.S. Sellers related to the extent assignable, all PermitsBusiness that are transferable pursuant to their terms; (e) all Proprietary Rights of the U.S. Sellers (the “Seller Proprietary Rights”), including all telephone, telecopy and e-mail addresses and listings of the U.S. Sellers; and all domain names and subdomain names of the U.S. Sellers; (f) all Software of the U.S. Sellers; (g) all Seller Contracts of the U.S. Sellers except for those that are Seller Excluded Contracts (the “Seller Purchased Contracts”), all rights arising out of all Seller Purchased Contracts, and all copies of Seller Purchased Contracts and of correspondence related thereto held by the U.S. Sellers, provided, that the U.S. Sellers shall be permitted to indemnification, warranties, guarantees, claims, causes retain copies of action, choses in action, rights same for their records; (h) all insurance benefits of recovery, rights of setoff, rights of recoupment and other rights of any kind against suppliers, manufacturers, contractors or other third parties the U.S. Sellers relating to any of the Purchased Assets or and the Assumed Liabilities; (fi) all files, books and records, documents, plans, proposals and other recorded knowledge of the U.S. Sellers, including client and customer records, research and development records, production reports and records, warranty records, equipment logs, operating guides and manuals, financial and accounting records, training materials, advertising, promotional, and marketing materials, and other similar documents and records and, subject to Law, copies of all personnel and other records of the U.S. Sellers that are described in Section 1.2(d); (j) all claims and rights of the U.S. Sellers related to the Business, including all claims and rights of the U.S. Sellers against third parties related to the Business, and all rights of the U.S. Sellers for deposits and prepaid expenses, claims for refunds (other than Taxes) and rights of offset of the U.S. Sellers related to the Business; and (k) the Business as a going concern and all of the goodwill associated with the Purchased Assets; (g) all proceeds of the foregoingsuch Business.