Purchase of the Assets. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to transfer and convey to the Buyer on the Closing Date (defined in Section 1.08), and the Buyer agrees to acquire from Seller on the Closing Date, all of Seller’s right, title and interest in and to the assets, properties, and rights owned or used by Seller in connection with the operation of the Center, whether tangible or intangible, real or personal (collectively, the "Assets"):
(a) all real property including, without limitation, the real property described on Schedule 1.01(a) attached hereto (the "Real Estate");
(b) all personal property including, without limitation, those fixed assets set forth on Schedule 1.01(b) attached hereto;
(c) those management, resident, managed care, provider, government, purchase order, service, supply, maintenance, and equipment purchase contracts set forth on Schedule 1.01(c) attached hereto (the "Contracts") and all rights relating thereto;
(d) those lease agreements set forth on Schedule 1.01(d) attached hereto (the "Leases") and all rights relating thereto;
(e) the promissory notes and loan documents listed on Schedule 1.01(e) (the "Assigned Loan Documents")
(f) all accounts receivables (the "Accounts Receivables");
(g) all of the stock in trade, supplies and inventory, as stocked by Seller in accordance with normal ordering procedures (the "Inventory");
(h) all trademarks, trade names, service marks, applications, or agreements for any of the foregoing, electronic systems and data bases, and all other intangible assets;
(i) all lists of residents, suppliers, client lists, referral lists, marketing literature, the telephone number for the Center, Inventory and supply records, files, and all other books and records, other than corporate records such as minutes, consents, charter, bylaws, and tax returns;
(j) all policies and procedure manuals;
(k) all cash on hand or on deposit
(l) all goodwill; and
(m) all transferable licenses, permits, approvals, and authorizations.
Purchase of the Assets. Subject to and upon the terms and ---------------------- conditions of this Agreement, at the closing of the transactions contemplated by this Agreement, the Company will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase, acquire, accept and pay for, all the Company's right, title and interest in and to all of the assets set forth below and used by the Company in the operation of the Business, together with the goodwill related thereto (collectively, the "Acquired Assets"):
(i) all accounts receivable of the Business, including, without limitation, trade, e-mail retail and mail order accounts receivable, existing on the Closing Date;
(ii) all prepaid expenses and other similar assets of the Company existing on the Closing Date as set forth on Schedule 1.1(ii) hereto, including the cash represented by such assets, but excluding tax refunds and insurance proceeds;
(iii) all rights of the Company under the Assumed Contracts; provided, however, that only those employment or consulting agreements with any current or past employees of the Company which are designated by the Buyer in writing shall be assumed by the Buyer;
(iv) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, customer files, customer support files, employment records, accounting records relating to the Accounts Receivable (as defined below), studies, reports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Acquired Assets, and any confidential information which has been reduced to writing and relating to the Business but excluding all corporate and stockholder records and minute books, all accounting records not specifically referenced above and all tax records;
(v) all rights of the Company under express or implied warranties from the suppliers of the Company, to the extent the same may be assigned;
(vi) all of the machinery, equipment, tools, fixtures, office equipment (including, without limitation, all computer equipment, but excluding telephone equipment, PBX and related software, such as the Symposium software), owned vehicles and transportation equipment, owned by the Company and utilized in the Business on the Closing Date whether or not reflected as a capital asset in the Company's accounting records;
...
Purchase of the Assets. (a) Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, representations and warranties contained in, and the schedules to, this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Acquired Assets, in each case free and clear of Encumbrances of any kind.
(b) Notwithstanding anything contained in this Agreement, Seller shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer shall not purchase or acquire from Seller, any of the assets of Seller listed on Schedule 2.1(b) (the “Excluded Assets”).
(c) Buyer shall not be required to assume, pay, fulfill, perform or otherwise discharge any liabilities or obligations of Seller, including of Seller’s business, of any kind whatsoever (the “Excluded Liabilities”), and Seller shall pay, fulfill, perform and discharge such Excluded Liabilities. The Excluded Liabilities include, without limitation:
(i) Legal, accounting, brokerage, finder’s fees, Taxes or other expenses incurred by Seller or any Affiliate, including, without limitation, in connection with this Agreement or the consummation of the transactions contemplated hereby;
(ii) Any intercompany debt or other liability or obligation of any nature between Seller and any past or present Related Party of Seller;
(iii) Liabilities or obligations incurred by Seller or any Affiliate of Seller after the Closing;
(iv) Any obligation or liability relating to any litigation or any claim arising out of any dispute, the elements of which occurred prior to the Closing, whether or not listed on any schedule hereto and regardless of whether accruing prior to or subsequent to the Closing;
(v) Any liability for any Taxes accrued to or incurred by Seller or any Affiliate of Seller or relating to operations, products or assets of Seller or any Affiliate of Seller or arising as a consequence of the transactions contemplated hereby;
(vi) Any liability or costs (including, without limitation, costs of remediation) arising out of or relating to a Hazardous Discharge or the release, discharge or disposal of any solid wastes or the handling, storage, use, transportation or disposal of any of the foregoing, as these terms are defined by the Environmental Laws in, on, under or from facilities of Seller at any time prior to the Closing, regardless of whether such liability or costs arise before or after Closing and whether or not in breac...
Purchase of the Assets. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell to Purchaser, on the Closing Date, all the assets described on Schedule 2.1 to this Agreement (the "Assets"), effective on the Transfer Date.
Purchase of the Assets. The Purchaser is experienced in the fields in which it intends to utilize the Assets, has knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Assets.
Purchase of the Assets. Subject only to the terms and conditions of this Agreement, Seller hereby sells and transfers the Assets to Buyer, and Buyer hereby purchases and accepts the Assets from Seller.
Purchase of the Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall acquire and purchase from the Seller, all of the right, title and interest of the Seller as of the Closing Date in and to all of the assets, properties and rights owned by the Seller, or used or usable by the Seller in the operation of the Business, of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the Books and Records of the Seller, other than those excluded pursuant to Section 1.2 (the foregoing are hereinafter collectively referred to as the "Assets"). Except as specifically excluded pursuant to Section 1.2, the Assets shall include, without limitation, all of the right, title and interest of the Seller in or to the following:
Purchase of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees that, on the Closing Date, as defined herein, it shall sell, transfer, assign, convey and deliver to the Purchaser, and Purchaser agrees that, on the Closing Date, Purchaser shall purchase, acquire and accept from the Seller, all of the assets owned, used or held by the Seller to conduct the Business and as set forth on Schedule 1.2, other than the Excluded Assets (said assets, together with all goodwill in connection with the Business, are hereinafter collectively referred to as the "Assets"), free and clear of all Liens other than Permitted Liens.
Purchase of the Assets. Subject to and upon the terms and ---------------------- conditions of this Agreement, at the closing of the transactions contemplated by this Agreement the Company will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase, acquire, accept and pay for, all of the Company's right, title and interest in and to all of the Company Intellectual Property (as defined below).
Purchase of the Assets. 1 SECTION 1.2
