Purchase of the Purchased Assets. (a) Upon the terms and provisions and subject to the conditions hereof, and based upon the representations, warranties, covenants and agreements of the Seller and Shareholder contained in this Agreement and the other Seller Documents and the exhibits and schedules attached hereto and thereto, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all of the right, title and interest of the Seller in and to all of the assets, properties and rights of every nature, kind and description relating primarily to the Business, whether real or personal, tangible or intangible, whether owned, leased, licensed or otherwise held by the Seller or used by the Seller or by any other Person primarily in connection with the Business, wherever located and howsoever situated (all of the foregoing, collectively, the "Purchased Assets"), excluding therefrom the Excluded Assets. Without limiting the foregoing, the Purchased Assets shall include, in each case with respect to the Business, the following:
(i) all of the Seller's Product Inventory and all merchandising, operating, production, shipping and packaging supplies and materials (whether or not considered Product Inventory);
(ii) all of the Seller's Accounts Receivable, notes and other amounts receivable and the proceeds of the foregoing (including, without limitation, all rebates or vendor reimbursements due from any supplier or vendor or buying association with respect to the period prior to the Closing), including but not limited to those matters listed on Schedule 4.17 hereof;
(iii) all of Seller's machinery, equipment (including vehicles, computer equipment and software, tooling and leasehold improvements), furniture and fixtures (including trade fixtures), vehicles and other tangible personal property of every kind, nature and description, including but not limited to those listed on Schedule 4.12(a) hereof, but excluding asset numbers 200, 264, 265, 266, 282, 345, 357, 363 and 371 as listed on Schedule 4.12(a) hereof (the "Fixed Assets");
(iv) all of the Seller's Intellectual Property Rights primarily related to or primarily used in the Business including, without limitation; any and all trade names or trademarks used primarily in connection with the Business, whether registered as such or not, including but not limited to those listed on Schedule 4.13 hereof;
(v) all of the right, title ...
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing (which shall take place simultaneously with the execution and delivery of this Agreement), Sellers shall sell convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, all of the Purchased Assets, free and clear of any and all Liens.
Purchase of the Purchased Assets. Teltronics shall purchase from Tri-Link and Tri-Link shall sell, assign transfer and convey to Teltronics, at the Closing Time, all right, title and interest in, under and to the Purchased Assets, upon the terms set forth in this Article IV and subject to such other conditions as are set forth herein. Until the Closing Time, Tri-Link shall retain exclusive ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Vortex Technology and the Vortex Technology Assets and Teltronics shall not, prior to the Closing Time, acquire any Rights in or to the Vortex Technology and/or the Vortex Technology Assets.
Purchase of the Purchased Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing Date the Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer, and the Buyer agrees to purchase, all of the Purchased Assets as set forth in Exhibit “A” and Exhibit “A-1” hereto. The Seller and Shareholders specifically represent and warrant that The Candy Jar, Inc. is the sole owner of the Purchased Assets free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances, except as otherwise set forth on Exhibit 4.2.
Purchase of the Purchased Assets. Subject to the terms and -------------------------------- conditions set forth in this Agreement, at the Closing (as hereinafter defined) the Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer, and the Buyer agrees to purchase, all of the Purchased Assets and any and all Assumed Liabilities related thereto. The Bxxx of Sale and the Assignment of Intellectual Property are set forth in Exhibits 1.1(a) and 1.1(b) hereto.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, SELLER CO hereby sells, conveys, transfers, assigns and delivers to BUYER CO, and BUYER CO hereby purchases and accepts from SELLER CO, for an aggregate consideration equal to the Purchase Price all of the Purchased Assets, free and clear of any and all Liens.
Purchase of the Purchased Assets. 6 4.01. Purchase of the Purchased Assets............................6 4.02. Purchase Price and Payment..................................6 4.03. Security....................................................7 4.04.
Purchase of the Purchased Assets. On the terms and subject to the conditions of this Agreement, Parent shall sell, convey, transfer and assign (or cause to be sold, conveyed, transferred and assigned) to Acquisition Sub for the consideration specified in Section 1.1(f), and Acquisition Sub shall purchase, acquire and take assignment and delivery of the Purchased Assets.
Purchase of the Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of the Purchased Assets, free and clear of any and all Liens, other than the Permitted Liens.
Purchase of the Purchased Assets. (a) Subject to the terms and conditions of this Agreement, Seller shall at Closing sell, convey, transfer, assign and deliver to Buyer, and Buyer shall at Closing purchase, acquire and accept from Seller, free and clear of any Liens, all of Seller's right, title and interest in and to all of the following assets (the "Purchased Assets"):
(a) all Assigned Contracts and all outstanding offers or solicitations made by or to Seller to enter into any Contract for the "xxxxxxxxx.xxx" application, as set forth in Schedule 4.6;
(b) all claims arising on or after the Closing against third parties relating to the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent;
(c) all customers of Seller associated with the Assigned Contracts (the "Transferred Customers"); and
(d) the monthly subscription revenue stream associated with the Assigned Contracts arising after October 1, 2002 and the transaction and any other revenue stream (other than the monthly subscription revenue stream associated with the Assigned Contracts arising prior to October 1, 2002) associated with the Assigned Contracts arising after September 1, 2002. To the extent that either party receives payment under any Assigned Contract that is due hereunder to the other party, such party shall promptly upon receipt thereof forward such fees to the other party, without offset.
