Common use of Purchase of the Purchased Assets Clause in Contracts

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 and interest of Seller in and to the use of the name "Sierra Precision", and any derivatives or combinations thereof (except as provided in Section 2.1(b)(iii) below); (vi) all of the rights to insurance and condemnation proceeds; (vii) all of the Contracts (except for those Contracts as to which a required consent to assignment has not been received prior to the Closing) and all right, title and interest of the Seller in and to the Contracts, as listed on Schedule 2.1(a)(vii) hereof (such contracts, together with such leases and other Contracts referred to under (x) below, the "Assumed Contracts"); (viii) all of the Authorizations, to the extent the Authorizations are assignable to Purchaser pursuant to their terms or the applicable law governing same; (ix) all of the Seller's books and records relating to the Business and the Purchased Assets including, without limitation, all: quality control records; records relating to the Authorizations; records relating to the adoption and use of any of the Intellectual Property Rights; product literature (including installation and service instructions) designs, descriptions and concepts, engineering schematics, artwork and drawings, manufacturing drawings, instructions and records; specifications; sales, purchasing (including purchase orders), rebate, customer (including customer lists which shall include records of sales by customer and part number), vendor, supplier (including supplier lists), financial accounting and personnel records; product registrations; marketing plans; market research data; promotional and marketing materials; print, radio and television commercials; label and shipping carton dies; designs; films; artwork; photography; mechanical art; color separations; prints, plates and graphic material; and all files and correspondence related to any of the foregoing, subject to Seller's right to access thereto under the provisions of Section 6.5(b) hereof; (x) all right, title and interest of the Seller under all leases and other Contracts with respect to any real property or any machinery, equipment, vehicles and other personal property which can be assigned by the Seller and which are included in the definition of Assumed Liabilities; provided, however, that, any such leases and Contracts which cannot be assigned by the Seller shall be excluded from the Assumed Liabilities; (xi) all customer sales orders and customer sales leads, customer lists (including sales records detailing customer name and quantities and dollar values for each product sold to such customer) and supplier lists, customer shipping labels and shipping forms, customer sales histories, vendor purchase histories, catalogs, handbooks, brochures, mailing lists, advertising materials, files, telephone numbers and other information relating to the Business, the Seller, the Purchased Assets or the customers and suppliers thereto; (xii) all manufacturer warranties provided to the Seller with respect to any of the Product Inventory or the Fixed Assets which can be assigned to the Purchaser; (xiii) all claims against any third party, whether matured or unmatured, liquidated or unliquidated, direct or contingent, arising out of or resulting from or relating to any occurrence prior to the Closing, including, without limitation, all rights under express or implied warranties and guarantees and other similar contractual rights made by third parties arising out of, resulting from or relating to the Business or any of the Purchased Assets, except for any of same that do not affect the operation of the Business or the Purchased Assets after the Closing Date; and (xiv) pre-paid expenses and goodwill, and all other assets which are used primarily in conjunction with the operations of the Business of every kind and description, wherever located.

Purchase of the Purchased Assets. (a) Upon Subject to 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 ClosingAgreement, the Seller Company shall at Closing sell, convey, transfer, assign, convey assign and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase at Closing purchase, acquire and acquire accept from the SellerCompany, free and clear of all Liensany Liens other than those Liens set forth on SCHEDULE 2.1(A), all of the Company's right, title and interest of the Seller in and to all of the Company's property and assets, properties tangible and rights intangible, 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 Businessdescription, wherever located and howsoever situated located, including the following assets (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 InventoryFixed Assets set forth in SCHEDULE 4.14(B); (ii) all of the Seller's Accounts Receivable, notes Assigned Contracts and other amounts receivable and the proceeds of the foregoing (including, without limitation, all rebates outstanding offers or vendor reimbursements due from solicitations made by or to Company to enter into 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 hereofContract as set forth in SCHEDULE 4.22; (iii) all data and Records related to the operations of Seller's machineryCompany, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment (including vehicleslogs, computer equipment operating guides and softwaremanuals, tooling financial and leasehold improvements)accounting Records, furniture and fixtures (including trade fixtures)creative materials, vehicles advertising materials, promotional materials, studies, reports, correspondence and other tangible personal property similar documents and Records and, subject to Legal Requirements, copies 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")any applicable personnel Records; (iv) all of the Seller's intangible rights and property of Company, including Intellectual Property Rights primarily related to or primarily used (as defined in the Business includingSECTION 4.21) other than as set forth on SCHEDULE 4.21, without limitation; any goodwill and all trade names or trademarks used primarily in connection with the Businesstelephone, whether registered as such or nottelecopy, including but not limited to those listed on Schedule 4.13 hereofand e-mail addresses and listings; (v) all of the rightinsurance benefits, title including rights and interest of Seller in and proceeds, arising from or relating to the use of Purchased Assets or the name "Sierra Precision"Assumed Liabilities prior to the Closing Date, and any derivatives or combinations thereof (except as provided unless expended in Section 2.1(b)(iii) below)accordance with this Agreement; (vi) all claims of Company against third parties relating to the rights to insurance and condemnation proceeds;Purchased Assets, whether choate or inchoate, known or unknown, contingent or xxxxxxtingent; and (vii) all rights of the Contracts (Company relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, except for those Contracts listed as to which a required consent to assignment has not been received prior to the Closing) and all right, title and interest part of the Seller in and to Excluded Assets. Notwithstanding the Contracts, as listed on Schedule 2.1(a)(vii) hereof (such contracts, together with such leases and other Contracts referred to under (x) belowforegoing, the "Assumed Contracts"); (viii) all transfer of the Authorizations, to the extent the Authorizations are assignable to Purchaser pursuant to their terms or the applicable law governing same; (ix) all of the Seller's books and records relating to the Business and the Purchased Assets including, without limitation, all: quality control records; records relating pursuant to this Agreement shall not include the Authorizations; records relating to the adoption and use assumption of any of the Intellectual Property Rights; product literature (including installation and service instructions) designs, descriptions and concepts, engineering schematics, artwork and drawings, manufacturing drawings, instructions and records; specifications; sales, purchasing (including purchase orders), rebate, customer (including customer lists which shall include records of sales by customer and part number), vendor, supplier (including supplier lists), financial accounting and personnel records; product registrations; marketing plans; market research data; promotional and marketing materials; print, radio and television commercials; label and shipping carton dies; designs; films; artwork; photography; mechanical art; color separations; prints, plates and graphic material; and all files and correspondence Liability related to any of the foregoing, subject to Seller's right to access thereto under the provisions of Section 6.5(b) hereof; (x) all right, title and interest of the Seller under all leases and other Contracts with respect to any real property or any machinery, equipment, vehicles and other personal property which can be assigned by the Seller and which are included in the definition of Assumed Liabilities; provided, however, that, any such leases and Contracts which cannot be assigned by the Seller shall be excluded from the Assumed Liabilities; (xi) all customer sales orders and customer sales leads, customer lists (including sales records detailing customer name and quantities and dollar values for each product sold to such customer) and supplier lists, customer shipping labels and shipping forms, customer sales histories, vendor purchase histories, catalogs, handbooks, brochures, mailing lists, advertising materials, files, telephone numbers and other information relating to the Business, the Seller, the Purchased Assets or the customers and suppliers thereto; (xii) all manufacturer warranties provided unless Buyer expressly assumes that Liability pursuant to the Seller with respect to any of the Product Inventory or the Fixed Assets which can be assigned to the Purchaser; (xiii) all claims against any third party, whether matured or unmatured, liquidated or unliquidated, direct or contingent, arising out of or resulting from or relating to any occurrence prior to the Closing, including, without limitation, all rights under express or implied warranties and guarantees and other similar contractual rights made by third parties arising out of, resulting from or relating to the Business or any of the Purchased Assets, except for any of same that do not affect the operation of the Business or the Purchased Assets after the Closing Date; and (xiv) pre-paid expenses and goodwill, and all other assets which are used primarily in conjunction with the operations of the Business of every kind and description, wherever locatedSECTION 2.3.

Purchase of the Purchased Assets. (a) Upon At the Closing, 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 the assets of the assetsSeller utilized in, properties and rights of every natureor necessary to conduct, 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 however 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 cash, cash equivalents and marketable securities 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 prepaid expenses of the Seller's ; (iii) all security deposits of the Seller; (iv) all of the Inventory of the Seller; (v) all of the Accounts Receivable, notes and other amounts receivable and the proceeds of any 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"); (ivvi) all of the Seller's Intellectual Property Rights primarily (and all goodwill associated therewith, if any) related to or primarily used in the Business including, without limitation; , the trademarks "SmartClinic(R)", "SmartVoice(R)", "SmartGist(R)", trade names, and 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 and trademark applications of the right, title and interest of Seller in and to the use of the name "Sierra Precision"Seller, and any derivatives or combinations thereof (except as provided in Section 2.1(b)(iii) below)thereof; (vi) all of the rights to insurance and condemnation proceeds; (vii) all of the Contracts (except for those Contracts as to which a required consent to assignment has not been received prior to the Closing) and all right, title and interest of the Seller in and to the Contracts, as listed on Schedule 2.1(a)(vii) hereof (such contracts, together with such leases and other Contracts referred to under (x) below, the "Assumed Contracts"); (viii) all of the Authorizations, to the extent the Authorizations are assignable to Purchaser pursuant to their terms or the applicable law governing same; (ix) all of the Seller's books and records relating to the Business and the Purchased Assets including, without limitation, all: quality control records; records relating to the Authorizations; records relating to the adoption and use of any of the Intellectual Property Rights; product literature (including installation and service instructions) designs, descriptions and concepts, engineering schematics, artwork and drawings, manufacturing drawings, instructions and records; specifications; sales, purchasing (including purchase orders), rebate, customer (including customer lists which shall include records of sales by customer and part number), vendor, supplier (including supplier lists), financial accounting and personnel records; product registrations; marketing plans; market research data; promotional and marketing materials; print, radio and television commercials; label and shipping carton dies; designs; films; artwork; photography; mechanical art; color separations; prints, plates and graphic material; and all files and correspondence related to any of the foregoing, subject to Seller's right to access thereto under the provisions of Section 6.5(b) hereof; (x) all right, title and interest of the Seller under all leases and other Contracts with respect to any real property or any machinery, equipment, vehicles and other personal property which can be assigned by the Seller and which are included in the definition of Assumed Liabilities; provided, however, that, any such leases and Contracts which cannot be assigned by the Seller shall be excluded from the Assumed Liabilities; (xi) all customer sales orders and customer sales leads, customer lists (including sales records detailing customer name and quantities and dollar values for each product sold to such customer) and supplier lists, customer shipping labels and shipping forms, customer sales histories, vendor purchase histories, catalogs, handbooks, brochures, mailing lists, advertising materials, files, telephone numbers and other information relating to the Business, the Seller, the Purchased Assets or the customers and suppliers thereto; (xii) all manufacturer warranties provided to the Seller with respect to any of the Product Inventory or the Fixed Assets which can be assigned to the Purchaser; (xiii) all claims against any third party, whether matured or unmatured, liquidated or unliquidated, direct or contingent, arising out of or resulting from or relating to any occurrence prior to the Closing, including, without limitation, all rights under express or implied warranties and guarantees and other similar contractual rights made by third parties arising out of, resulting from or relating to the Business or any of the Purchased Assets, except for any of same that do not affect the operation of the Business or the Purchased Assets after the Closing Date; and (xiv) pre-paid expenses and goodwill, and all other assets which are used primarily in conjunction with the operations of the Business of every kind and description, wherever located.

Purchase of the Purchased Assets. (a) Upon Subject to 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 theretoAgreement, at the ClosingClosing (as such term is defined in Section 2 below), the Seller shall sell, transfer, assign, convey assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all of the Seller's right, title and interest of the Seller in and to all of the assets, properties rights and rights of every natureclaims (other than the Excluded Assets, kind and description relating primarily as such term is defined in Section 1.2 below) used by, useful in or allocated 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 PMC Division (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 Businessincluding without limitation, the following: (i) all of the Seller's Product Inventory raw materials, parts, supplies, inventory, work-in-process, finished goods and all merchandising, operating, production, shipping and packaging supplies and materials (whether or not considered Product Inventory)tooling; (ii) all of the Seller's Accounts Receivableaccounts receivable, notes receivable and other amounts receivable and the proceeds of the foregoing (including, without limitationreceivables, all rebates or vendor reimbursements due from any supplier or vendor or buying association with respect to the period prior to the Closing)prepaid items, including but not limited to those matters listed on Schedule 4.17 hereofdeposits and similar assets; (iii) all of Seller's furniture, furnishings, fixtures, machinery, equipment (including vehicles, computer equipment and software, tooling and leasehold improvements), furniture and fixtures (including trade fixtures), vehicles and other items of tangible personal property located at the offices or other facilities 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")PMC Division; (iv) all of the Seller's Intellectual Property Rights primarily customer lists, supplier lists, catalogs, price lists, brochures and 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 hereofsales materials; (v) all of the righttelephone and facsimile numbers, title including "800" numbers, all telephone directory listings and interest of Seller in and similar listings pertaining to the use of the name "Sierra Precision"PMC Division, and any derivatives or combinations thereof (except as provided all post office boxes, used in Section 2.1(b)(iii) below)connection with the PMC Division; (vi) all of the rights to insurance and condemnation proceeds; (vii) all of the Contracts (except for those Contracts as to which a required consent to assignment has not been received prior to the Closing) and all right, title and interest of the Seller in and to the Contracts, as listed on Schedule 2.1(a)(vii) hereof (such contracts, together with such leases and other Contracts referred to under (x) below, the "Assumed Contracts"); (viii) all of the Authorizations, to the extent the Authorizations are assignable to Purchaser pursuant to their terms or the applicable law governing same; (ix) all of the Seller's books and records relating to the Business and the Purchased Assets including, without limitation, all: quality control records; records relating to the Authorizations; records relating to the adoption and use of any of the PMC Intellectual Property Rights; product literature (including installation and service instructions) designs, descriptions and concepts, engineering schematics, artwork and drawings, manufacturing drawings, instructions and records; specifications; sales, purchasing (including purchase ordersas such term is defined in Section 3.18 below), rebate, customer (including customer lists which shall include records of sales by customer and part number), vendor, supplier (including supplier lists), financial accounting and personnel records; product registrations; marketing plans; market research data; promotional and marketing materials; print, radio and television commercials; label and shipping carton dies; designs; films; artwork; photography; mechanical art; color separations; prints, plates and graphic material; and all files and correspondence related to any of the foregoing, subject to Seller's right to access thereto under the provisions of Section 6.5(b) hereof; (x) all right, title and interest of the Seller under all leases and other Contracts with respect to any real property or any machinery, equipment, vehicles and other personal property which can be assigned by the Seller and which are included in the definition of Assumed Liabilities; provided, however, that, any such leases and Contracts which cannot be assigned by the Seller shall be excluded from the Assumed Liabilities; (xi) all customer sales orders and customer sales leads, customer lists (including sales records detailing customer name and quantities and dollar values for each product sold to such customer) and supplier lists, customer shipping labels and shipping forms, customer sales histories, vendor purchase histories, catalogs, handbooks, brochures, mailing lists, advertising materials, files, telephone numbers and other information relating to the Business, the Seller, the Purchased Assets or the customers and suppliers thereto; (xii) all manufacturer warranties provided to the Seller with respect to any of the Product Inventory or the Fixed Assets which can be assigned to the Purchaser; (xiii) all claims against any third party, whether matured or unmatured, liquidated or unliquidated, direct or contingent, arising out of or resulting from or relating to any occurrence prior to the Closing, including, without limitation, all rights under express or implied warranties to the names "PMC" and guarantees "Production Machine Controls" and other similar contractual rights made by third parties arising out of, resulting from names utilizing "PMC" or relating to the Business or any of the Purchased Assets, except for any of same that do not affect the operation of the Business or the Purchased Assets after the Closing Date; and (xiv) pre-paid expenses and goodwill, and all other assets which are used primarily in conjunction with the operations of the Business of every kind and description, wherever located."Production Machine Controls";