Purchased Assets Sample Clauses

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and dut...

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. (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. 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, on the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date), the Company shall, and shall cause its Affiliates, to sell, transfer, assign, convey and deliver to Purchaser Sub, and Purchaser Sub shall purchase from the Company and, as applicable, its Affiliates, free and clear of all Liens (except for Permitted Liens) all right, title and interest of the Company and its Affiliates, in, to and under all of the assets, properties and rights owned, held or used by the Company and its Affiliates, exclusively relating to or exclusively used in any Acquired Store or Distribution Center, including the following assets to the extent exclusively relating to any Acquired Store or Distribution Center (collectively, the “Purchased Assets”): (a) all Inventory and supplies of the Company and its Affiliates and the fixed assets and tangible property physically located at the Acquired Stores and the Distribution Centers; (b) to the extent transferable, the Permits held by the Company and its Affiliates; (c) the Company Owned Real Property together with all buildings, structures, fixtures and improvements located thereon or attached thereto and any easements, rights-of-way, and other appurtenants (and all title documents, surveys, related construction plans and documents and related real estate files with respect to the Company Owned Real Property); (d) the Acquired Leases, and all subleases, licenses or concessions thereunder, including the right to all security deposits, and other amounts and instruments deposited by, on behalf of, or for the benefit of, the Company or its Affiliates thereunder with respect to which the Company or any of its Affiliates is a party, and all Acquired Lease documents, related construction plans and documents and related real estate files; (e) the machinery, equipment, computer hardware (other than pin pads, as set forth in Section 1.2(q)), office equipment, vehicles, forklifts, trailers, tractors, furniture, shelving, safes (with combinations and keys), and other personal property owned by the Company or any of its subsidiaries, and all leases relating to the foregoing, in each case to the extent exclusively related to an Acquired Store or Distribution Center; (f) all rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Acquired Stores, the Distribution Centers or other P...

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following assets (the “Assets”) on the Closing Date free and clear of all liens and encumbrances: (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.01(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, works in progress, and finished goods owned by Seller, together with any replacements or additions to the inventories made before the Closing, including without limitation those items listed on Schedule 1.01(b) but excluding inventory disposed of in the ordinary course of Seller’s business; (c) Leasehold interests and leasehold improvements installed by Seller on the premises located at 200 Xxx Xxxx, Xxxxx 000, XxXxxxxxxxx, XX 00000; (d) All of Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) Seller’s goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by Seller or coming into existence on or before the Closing Date, including without limitation the Intellectual Property relating to the products listed on Schedule 1.01(f); (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by Seller and required or appropriate for the conduct of the business of Seller, including without limitation all such items granted or received on or before the Closing Date; and (h) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of Seller relating to the Assets, including without limitation all such items arising or acquired on or before the Closing Date.

Purchased Assets. Subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets), on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymer, all right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date (collectively, the “Purchased Assets”): (i) the Contracts of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machine...

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests ...

Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser (or an Affiliate of Purchaser designated by Purchaser (the “Purchaser Affiliate”)), and Purchaser (or the Purchaser Affiliate) shall purchase from Seller, all of Seller’s right, title and interest in, and to the following assets, wherever located, whether or not carried on the books of Seller, other than the Excluded Assets (collectively, the “Purchased Assets”):

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, conveys, assigns, transfers and delivers to the Buyer, and the Buyer hereby purchases, free and clear of all Encumbrances, all right, title and interest of the Seller in and to all of the Purchased Assets.