Purchased Assets Sample Clauses
The 'Purchased Assets' clause defines the specific assets that are being transferred from the seller to the buyer in a transaction. It typically lists or describes the tangible and intangible items included in the sale, such as inventory, equipment, intellectual property, or customer contracts, and may also clarify any exclusions. This clause ensures both parties have a clear understanding of what is being bought and sold, thereby preventing disputes over asset ownership after the transaction closes.
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Purchased Assets. On the terms and subject to the conditions contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets:
(i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule;
(ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on the Purchased Assets Schedule;
(iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts");
(iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees;
(v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records;
(vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities;
(vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule;
(viii) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not trans...
Purchased Assets. Subject to the entry of the Sale Order by the Bankruptcy Court and the exclusions set forth in Section 1.2, and in accordance with the terms and conditions of this Agreement, Sellers agree to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase, acquire and assume from Sellers, all right, title and interest in and to the following (collectively, the “Purchased Assets”), as more specifically described in the Disclosure Schedules, free and clear of all Encumbrances (other than the Assumed Liabilities) to the maximum extent allowed by Section 363(f) of the Bankruptcy Code:
(a) The outstanding accounts receivable (“Accounts Receivable”);
(b) The equipment, machinery, tools, vehicles and other tangible personal property set forth on Section 1.1(b) of the Disclosure Schedules;
(c) Certain Contracts, real property leases and any amendments, codicils, side letter agreements, extensions and integrated agreements thereto, that relate primarily to the Business (the “Assigned Contracts”) set forth on Section 1.1(c) of the Disclosure Schedules; provided, however, that Buyer reserves the right to amend Section 1.1(c) of the Disclosure Schedules through and including the Closing Date; provided, that, other than with respect to any amendments with respect to the TGS Contract and the Malaysia Contract made by July 3, 2018 and any real property leases, Buyer shall be responsible for payment of actual costs and expenses in connection with any such amendments;
(d) To the extent assignable, Tax assets other than deposits for the payment of Taxes;
(e) Inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories;
(f) Seismic data, trademarks, know-how, trade secrets, patentable inventions, patents (whether or not abandoned and regardless if listed on Section 1.1(f) of the Disclosure Schedules) and other intellectual property rights associated with the Business, including those set forth on Section 1.1(f) of the Disclosure Schedules;
(g) Customer lists, electronic media, books and records associated with the Purchased Assets and the design and operation thereof;
(h) Insurance claims and proceeds to the extent related to the Purchased Assets or the Assumed Liabilities;
(i) To the extent transferable, Permits, including environmental Permits held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
(j) All rights to any action...
Purchased Assets. Purchaser will acquire from Seller, and Seller will Transfer, or cause to be Transferred, to Purchaser, as of the Closing, free and clear of all Liens (other than Permitted Liens), all of Seller’s right, title and interest in and to the assets of Seller set forth below (the “Purchased Assets”; for the avoidance of doubt, the Purchased Assets do not include the assets purchased pursuant to the MSR Purchase Agreement):
(i) prepaid expenses, guaranties, warranties, credits, indemnities, deposits and similar rights related to the Purchased Assets or the Assumed Liabilities;
(ii) All Assigned Contracts, including any rights, interests, claims and benefits of Seller under, pursuant to, or associated with, the Assigned Contracts;
(iii) furniture, fixtures, equipment (other than computers and technology equipment), vehicles, tools and other tangible personal property owned by Seller and located at the Jacksonville Facility as of the Closing Date, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person;
(iv) the assets acquired by Purchaser in accordance with Section 2.04(a), if any, together with all Intellectual Property embodied therein or thereby (“Purchased Intellectual Property”);
(v) all books and records pertaining solely to, or used solely for, the Purchased Assets and the Business (but excluding, for the avoidance of doubt, any Tax Returns of Seller or its Affiliates that relate solely to Taxes attributable to taxable periods ending on or prior to the Closing Date or other Taxes for which Seller is responsible hereunder); provided, for the avoidance of doubt, Seller shall use its commercially reasonable efforts to provide any books and records that relate to, or are used for, the Purchased Assets and Business (but do not solely relate to the Purchased Assets or the Business) to Purchaser and may redact or remove any information included therein that is not relevant to the Purchased Assets or the Business (and solely the portion of such information that is not relevant);
(vi) all causes of action, lawsuits, judgments, claims, counterclaims, and demands of any nature available to or being pursued by Seller, in each case, to the extent related to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; and
(vii) all goodwill associated with the foregoing.
Purchased Assets. Subject to and upon the terms and conditions set forth herein, the Seller agrees to and will sell, transfer, assign and deliver to the Purchaser at the Closing (as hereinafter defined), and the Purchaser agrees to and will purchase, acquire and take assignment and delivery of, all the assets of the Seller except for the "Excluded Assets" described in Section 1.3 below (the "Assets"). Without limiting the foregoing, the Assets shall include, but not be limited to (a) all inventory, work in progress, equipment, machinery and other tangible personal property utilized by the Seller's business prior to its bankruptcy filing, (b) all of the Seller's licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any governmental or regulatory authority as shall exist as of the Closing Date; (c) all telephone numbers utilized by the Seller, (c) all customer deposits and other prepaid expenses; (d) all goodwill and going-concern value relating to the Seller as shall exist as of the Closing Date, (e) all of the Seller's Intellectual Property, (f) all cash and cash equivalents of Seller existing on or after March 25, 2006, except any cash or cash equivalents derived from accounts receivable or other assets that arose from the operation of the Seller's business on or prior to March 24, 2006, all accounts receivable of Seller arising from the operation of the Seller's business from and after March 25, 2006 in excess the first $41,800 of such accounts receivables, (h) all books and records of Seller and (g) all other assets of the Seller as shall exist as of the Closing date other than "Excluded Assets" as specifically defined in Section 1.3 below.
Purchased Assets. Upon the terms and subject to the conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall acquire from Seller, all assets of Seller that are related to and used in the Business, other than the Excluded Assets (as defined below), as same are constituted on the date of the Closing (as defined below) (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets include:
(i) all inventory (if any);
(ii) all machinery, equipment, computers, computer systems, software and related licenses, telephones, telephone systems, vehicles, furniture and furnishings, supplies and all other personal property, leasehold improvements and fixed assets, and all rights, warranties and claims pertaining thereto;
(iii) all of Seller's rights under or in respect of orders, contracts and agreements for the purchase or sale of goods, merchandise or services, and any other written agreements entered into with any customer or client of the Business in the ordinary course of the Business, together with the leases, employment agreements and other executory contracts set forth on Schedule 1(a)(iii) (the "Purchased Contracts"), including rights to any and all security deposits thereunder;
(iv) all telephone listings and telephone numbers (to the extent of Seller's rights therein) of the Business, including but not limited to those set forth on Schedule 1(a)(iv)(A), and all telephone and other advertising including but not limited to those set forth on Schedule 1(a)(iv)(B), including all prepaid expenses related thereto of the Business;
(v) all trade accounts receivable;
(vi) all deposits and prepaid expenses of the Business, including but not limited to any prepaid advertising and prepaid rents, but expressly excluding any rights to unearned insurance premiums;
(vii) the rights of the Seller (if any) in the trademarks, service marks, copyrights, copyrightable materials, designs, trade dress and trade names of, containing or utilizing National Flora, A–Florist, Cambridge Flowers and Flower Time, and all rights to ▇▇▇ for infringement thereof or any variant thereof or otherwise to enforce the same, and all royalties which may be receivable in respect thereof;
(viii) the rights of the Seller to the domain names, trademarks, service marks, copyrights, copyrightable materials, designs, trade dress and trade names of, containing or utilizing ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇...
Purchased Assets. (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity.
(2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items.
(3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property.
(4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code.
(5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items.
(6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.
Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing the Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, the following (the “Purchased Assets”):
(a) All of Seller’s right, title and interest in and to:
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrances, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):
(i) all real property rights in respect of the Transferred Real Property;
(ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business;
(iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business;
(iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to whi...
Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Liens, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):
(i) subject to Section 2.04, the rights under (A)(1) the BC Agreements as in effect on the date hereof or as modified or amended with the consent of Purchaser pursuant to Section 6.01(b) and (2) each other Contract to which any Asset Seller Entity is a party that relates exclusively to the sale of Product by such Asset Seller Entity to a Third Party distributor or customer (each of the BC Agreements, together with each other Contract included in the Purchased Assets pursuant to clause (A)(2) of this Section 2.01(a)(i), an “Exclusive Contract”), and (B) each Contract (other than any BC Agreement) to which any Asset Seller Entity is a party that relates, but not exclusively, to the sale of Product by such Asset Seller Entity to a Third Party distributor or customer, in each case to the extent used in or related to the Business (each such Contract, a “Shared Contract”);
(ii) subject to the Scios Assignment and Assumption Agreement, the applicable rights under the Scios Agreement as in effect on the date hereof or as modified or amended with the consent of Purchaser pursuant to Section 6.01(b);
(iii) except as provided in Section 2.01(b)(vi), subject to Section 2.04 and to the extent transferable, the Registrations and Government Authorizations used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Product;
(iv) subject to Section 6.07, all advertising, marketing and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Business;
(v) except as provided in Section 2.01(b)(iii), all inventories of finished Product (the “Transferred Inventory”);
(vi) except to the extent related to or arising out of or in connection with any Excluded Liabi...