Common use of Purchase of the Assets Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (University General Health System, Inc.), Asset Acquisition Agreement (University General Health System, Inc.)

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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 following assets, properties, and rights of owned or used by Seller in connection with the operation of the Centerits business, whether tangible or intangible, real or personal (collectively, the "Assets"):) including the following: (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(b1.01(a) attached heretohereto (the "Fixed Assets"); (cb) those management, residentcustomer, consulting, managed care, provider, government, purchase order, service, supply, maintenance, and equipment purchase and other contracts set forth on Schedule 1.01(c1.01(b) attached hereto (the "Contracts") and all rights relating thereto; (dc) those lease agreements set forth on Schedule 1.01(d1.01(c) 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") (fd) all accounts receivables (the "Accounts Receivables"); (ge) all of the stock in trade, supplies and inventory, as stocked by Seller in accordance with normal ordering procedures (the "Inventory"); (hf) all trademarks, trade names, service marks, applications, or agreements for any of the foregoing, lists of suppliers, vendors, goodwill, marketing literature, electronic systems and data basesdatabases, the telephone, and all other intangible assets;assets of the Seller, in each case utilized in connection with or related to the operation of the Seller's business; and (ig) 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; (jh) all policies and procedure manuals; (ki) all cash on hand or on deposit; (l) all goodwill; and (mj) all transferable licenses, permits, approvals, and authorizations.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (University General Health System, Inc.), Asset Acquisition Agreement (University General Health System, Inc.)

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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 on 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.

Appears in 1 contract

Samples: Asset Acquisition Agreement (University General Health System, Inc.)

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