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; (vii) all Commercial Software Rights (as defined in Section 2.14 below) (a) used by the Company or its subsidiaries primarily in the Business which are transferable without the consent of the licensor or, (b) used by the Company or its subsidiaries in the Business and the Company and its subsidiaries' other operations which are transferable in part without the consent of the licensor; (viii) the rights of the Company to assign, transfer or convey all contracts, agreements and other understandings or arrangements between the Company and any other party with respect to the Business relating to confidentiality (the "Confidentiality Agreements"); and (ix) all other assets, properties, claims, rights and interests of the Company which are primarily utilized in the Business and exist on the Closing Date, of every kind and description, whether tangible or intangible, personal or mixed, excluding the assets set forth on Schedule 2.4. ------------
Appears in 1 contract
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;
(vii) all Commercial Software Rights (as defined in Section 2.14 below) (a) used by the Company or its subsidiaries primarily in the Business which are transferable without the consent of the licensor or, (b) used by the Company or its subsidiaries in the Business and the Company and its subsidiaries' other operations which are transferable in part without the consent of the licensor;
(viii) the rights of the Company to assign, transfer or convey all contracts, agreements and other understandings or arrangements between the Company and any other party with respect to the Business relating to confidentiality (the "Confidentiality Agreements"); and
(ix) all other assets, properties, claims, rights and interests of the Company which are primarily utilized in the Business and exist on the Closing Date, of every kind and description, whether tangible or intangible, personal or mixed, excluding the assets set forth on Schedule 2.4. ------------.
Appears in 1 contract
Samples: Asset Purchase Agreement (Geac Computer Systems Inc)
Purchase of the Assets. Subject to and upon On the terms and ---------------------- subject to the conditions of contained in this Agreement, at the closing of Closing (as defined below), Seller shall (and the transactions contemplated by this Agreement, the Company will Stockholders shall cause Seller to) sell, transfer, convey, assign assign, transfer and deliver to the BuyerBuyer or its assignee(s), free and clear of all Liens, excepted Permitted Liens, by appropriate warranty deeds, warranty bills of sale, assignments and other instruments satisfactory to Buyer and its counsel, all right, title and interest of every kind and nature in the assets and property owned or leased by Seller excepting only Seller's cash and accounts receivable created up until the last full business day prior to the Closing Date (including indirect and other forms of beneficial ownership) as of the Closing whether tangible, intangible, real or personal and wherever located and by whomever possessed, and the Buyer will purchaseincluding all related goodwill, acquireincluding, accept and pay forwithout limitation, all of the Companyfollowing assets of Seller (the "Business Assets"):
(i) all accounts and notes receivable generated after the last full business day before the Closing Date;
(ii) all prepayments, prepaid expenses and all interests in insurance policies (including, without limitation, life insurance policies but specifically excluding any employee benefit plans maintained pursuant to insurance policies);
(iii) all equipment, fixtures, leasehold improvements, trade fixtures, computers and related software and documentation, furniture, vehicles, supplies and other tangible personal property;
(iv) all office and production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind wherever located;
(v) all of the proprietary and intellectual rights (including, without limitation, the Proprietary Rights (as defined in Section 4.12 below)) and all of Seller's other intangible property;
(vi) subject to the provisions of Section 2.1(c)(ii) below, all rights under contracts, agreements, licenses, leases (for both real and personal property), and other legally binding arrangements, including, but not limited to, hospital contracts, whether oral or written, (A) that are listed or described on Contract Schedule attached hereto and (B) if not so listed or described, that are otherwise owned or held by Seller (collectively, the "Business Contracts"), and all rights under commitments and orders for services (including professionals, advertising, maintenance and other incidental services) relating to the Business (collectively, the "Purchase Orders" and together with the Business Contracts, the "Contracts"); provided that, rights under the Business Contracts set forth in Clause B above and rights under the Purchase Orders shall be included in the Business Assets if and only if so elected by Buyer (at its sole discretion) at any time;
(vii) all rights to receive and retain mail, payments of accounts receivable, and other communications created after the last full business day prior to the Closing Date;
(viii) all lists and records pertaining to customers, Employees, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, Pricing Schedules (as defined below), employee and contractor lists, manuals, correspondence, drawings and specifications, computer programs, software and business records of every kind and nature;
(ix) all creative materials (including, without limitation, photographs, films, art work, color separations and the like), recruiting processes, advertising and promotional materials and all other printed or written materials;
(x) all claims, refunds, credits, rights of recovery and rights of set-off of every kind and nature which are attributable to events which occur following the Closing;
(xi) all real property owned or leased by Seller and all of Seller's rights to buildings and other improvements located on such owned or leased property, and all of Seller's right, title and interest in and to all easements, rights of way and all of Seller's right, title and interest in and to all appurtenances to such owned or leased property; and,
(xii) the assets set forth below name "Associated Social Resources" and used by the Company in the operation all goodwill as a going concern of the BusinessSeller, together all goodwill associated with the goodwill related thereto name and the items in clauses (collectively, the "Acquired Assets"):
v) and (iviii) 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) other intangible property of Seller, free and clear of 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;
(vii) all Commercial Software Rights (as defined in Section 2.14 below) (a) used by the Company or its subsidiaries primarily in the Business which are transferable without the consent of the licensor or, (b) used by the Company or its subsidiaries in the Business and the Company and its subsidiaries' other operations which are transferable in part without the consent of the licensor;
(viii) the rights of the Company to assign, transfer or convey all contracts, agreements and other understandings or arrangements between the Company and any other party with respect to the Business relating to confidentiality (the "Confidentiality Agreements"); and
(ix) all other assets, properties, claims, rights and interests of the Company which are primarily utilized in the Business and exist on the Closing Date, of every kind and description, whether tangible or intangible, personal or mixed, excluding the assets set forth on Schedule 2.4. ------------Liens.
Appears in 1 contract
Purchase of the Assets. Subject to and upon the terms and ---------------------- conditions of this Agreement, at the closing of the transactions contemplated by this AgreementAgreement (the “Closing”), 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 ’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 of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, including, without limitation, those set forth below and on Schedule 1.1 hereto (collectively, the "“Acquired Assets"”) but excluding in all instances the Excluded Assets (as defined below):
(ia) all accounts receivable subscriber lists (both former and current subscribers) and open purchase orders existing on the Closing Date and related to the Product, except that the Company shall also retain copies of all such subscriber lists for its use, subject to Section 9.2 below;
(b) all content and copyrights related to the Product;
(c) subject to the provisions of Section 1.2, all rights of the Company under any contracts, instruments or agreements related to the Business, including, without limitation, trade, e-mail retail and mail order accounts receivable, existing the Contracts (as defined herein) set forth on the Closing DateSchedule 2.4 to this Agreement;
(iid) all prepaid expenses electronic and other similar assets paper copies (if any) of all past editions of the Product;
(e) the software platform (the “Software Platform”) described on Schedule 9.5 hereto (which is also set forth on Schedule 1.1);
(f) all of the Company’s right, title and interest in and to all intangible property rights related to the Product, including, without limitation, United States patents, patent applications, tradenames, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, and all license agreements to which the Company existing on is a party (as licensor or licensee) with respect to the Closing Date Acquired Assets, all as set forth on Schedule 1.1(ii) hereto, including 1.1 attached hereto (the cash represented by such assets, but excluding tax refunds and insurance proceeds“Intellectual Property”);
(iiig) to the extent assignable, all rights in and under all express or implied guarantees, warranties, representations, covenants (including those related to noncompetition), indemnities and similar rights in favor of the Company used in or primarily related to the Business; and
(h) all equipment and computer hardware listed on Schedule 1.1. For purposes of this Agreement, Excluded Assets shall mean (1) those assets, properties and rights of the Company under not used in the Assumed Contracts; providedBusiness, 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 equipmentassets, but excluding telephone equipment, PBX properties 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;
(vii) all Commercial Software Rights (as defined in Section 2.14 below) (a) used by the Company or its subsidiaries primarily in the Business which are transferable without the consent of the licensor or, (b) used by the Company or its subsidiaries in the Business and the Company and its subsidiaries' other operations which are transferable in part without the consent of the licensor;
(viii) the rights of the Company in and to assignthe products currently known as Quality Architect, transfer or convey InteractiveIC and all contractsevidence-based medical guidelines; (2) any minute books, agreements stockholder books, tax books and other understandings similar records of the Company; (3) all cash on hand, cash equivalents and accounts receivable of the Company, whether or arrangements between not arising out of the Company and any other party with respect to Business; (4) all customer pre-payments, whether or not arising out of the Business relating whenever made prior to confidentiality (the "Confidentiality Agreements"); and
(ix) all other assets, properties, claims, rights and interests of the Company which are primarily utilized in the Business and exist on the Closing Date, of every kind including, without limitation, all deferred revenue received by the Company prior to the Closing Date and description, whether tangible or intangible, personal or mixed, excluding related to the assets obligations set forth on Schedule 2.41.4 attached hereto; (5) all right, title and interest in and to the “HealthGate” name and trademark and any derivations thereof; (6) all equipment, furniture and computers, whether or not used in connection with the Business, unless such items are expressly set forth on Schedule 1.1; (7) all administrative, sales and financial software, whether or not used in connection with the Business; (8) all domain names registered by the Company; and (9) all insurance policies, whether or not covering any of the Acquired Assets prior to the Closing Date. ------------The Excluded Assets shall not be assigned, transferred, conveyed and delivered to the Buyer by the Company.
Appears in 1 contract
Purchase of the Assets. Subject to and upon On the terms and ---------------------- subject to the conditions of set forth in this Agreement, at on the closing of the transactions contemplated by this AgreementClosing Date, the Company will Seller agrees to sell, transfer, conveyassign, assign convey and deliver to the Buyer, and the Buyer will agrees to purchase, acquire, acquire and accept and pay forfrom the Seller, all of the Company's right, title and interest as of the Closing Date of the Seller 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 (collectivelyAssets. Except as specifically excluded pursuant to Section 2.2, the "Acquired Assets"):
(i) all accounts receivable of the Business, includingAssets include, without limitation, tradeall of the right, etitle and interest of the Seller in or to (a) all securities and other investments (other than bank account balances, money market securities or similar short-mail retail term investments or other cash equivalents), rights in any funds, safe deposits and mail order accounts receivablesecurity deposits made by or on behalf of the Seller; (b) all Real Estate, existing on Real Property Leases, Inventory, Accounts Receivable, Intellectual Property, Permits, Property Plans, Contracts and Books and Records which are used or useful in the Closing Date;
conduct of the Business or otherwise relate to the Seller or its assets; (iic) all prepaid expenses and other similar assets of prepayments (excluding insurance premium refunds relating to the Company existing on insurance policies to be retained by the Closing Date Seller as set forth on Schedule 1.1(ii3.21 hereto) hereto, including relating to the cash represented by such Business; (d) all tangible and other assets, but excluding tax refunds properties and insurance proceeds;
rights of the Seller reflected on the Financial Statements, subject to changes in the ordinary course of business through the Closing Date; (iiie) all rights of the Company Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products sold to or services provided to the Assumed Contracts; providedSeller, howeveror affecting the Real Estate, that only those employment property, machinery or consulting agreements with any current or past employees equipment used in the conduct of the Company which are designated by the Buyer in writing shall be assumed by the Buyer;
Business; (ivf) all booksclaims, records and accountsdeposits, correspondencewarranties, production recordsguaranties, technical, manufacturing and procedural manuals, customer lists, customer files, customer support files, employment records, accounting records relating refunds (excluding Tax refunds due to the Accounts Receivable (as defined belowSeller other than those reflected in the Closing Balance Sheet), studiescauses of action, 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 Companyrecovery, 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;
(vii) all Commercial Software Rights (as defined in Section 2.14 below) (a) used by the Company or its subsidiaries primarily in the Business which are transferable without the consent of the licensor or, (b) used by the Company or its subsidiaries in the Business and the Company and its subsidiaries' other operations which are transferable in part without the consent of the licensor;
(viii) the rights of the Company to assign, transfer or convey all contracts, agreements set-off and other understandings or arrangements between the Company and any other party with respect to the Business relating to confidentiality (the "Confidentiality Agreements"); and
(ix) all other assets, properties, claims, rights and interests of the Company which are primarily utilized in the Business and exist on the Closing Date, recoupment of every kind and descriptionnature; and (g) all transferable telephone exchange numbers and the right to receive and retain mail and other communications (directed to the Seller and not concerning Excluded Assets or Excluded Liabilities) and collections, whether tangible or intangibleincluding mail and communications from customers, personal or mixedsuppliers, excluding the assets set forth on Schedule 2.4. ------------distributors, agents and others.
Appears in 1 contract
