Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller, all of the assets, properties, business and rights of Seller (collectively, the "Purchased Assets"), including without limitation, the following assets, and excluding only the Excluded Assets referred to below.
(a) All inventories of finished products, work in process, raw materials, supplies, spare parts and packing and shipping material owned or maintained by or used in the business (the "Business") of Seller (collectively, the "Inventory");
(b) All tools, equipment, machinery, dies, patterns, furniture, fixtures, automobiles, trucks, trailers, vehicles, transportation equipment, service equipment, computer equipment and leasehold improvements (the "Fixed Assets"), including the assets listed on Exhibit 2.1(b);
(c) All contracts, agreements, leases and licenses of personal property (including computer equipment and programs) of Seller, including those listed on Exhibit 2.1(c) (the "Contracts");
(d) All rights of Seller under express or implied warranties, if any, from the suppliers of Seller, manufacturers or others with respect to the Purchased Assets or the Business;
(e) All of the accounts and notes receivable and advance payments generated in connection with the Business (including allowances for deductions from remittances, airline travel advances, employee advances, rebates receivable, deposits on bids, other receivables and claims receivables (the "Receivables");
(f) All cash, cash equivalents, prepaid and deferred items (including prepaid rent and other prepaid expenses) or credits and deposits, rights of offset and credits and claims for refund (other than tax refunds arising from or pertaining to periods prior to the Closing Date) generated or incurred by or in connection with the Business (the "Other Current Assets");
(g) All governmental licenses, certificates, permits, franchises, approvals, authorizations, exemptions, registrations, and rights of the Business (the "Permits");
(h) All intellectual property rights used in the Business, including patents, patent applications, trade names, service marks, service xxxx applications, trademarks, trademark applications, copyrights, copyright applications, trade secrets and confidential business information (whether patentable...
Purchased Assets and Excluded Assets. For purposes of this Agreement, the "Purchased Assets" shall consist of all right, title and interest in and to all of the assets utilized in the Business which are specified on Schedule 2.02 as being Purchased Assets, which Schedule 2.02 is incorporated by reference herein and made a part hereof, and the Seller or any Member, as the case may be, shall retain all right, title and interest in and to the Excluded Assets which are specified on Schedule 2.02 as being Excluded Assets.
Purchased Assets and Excluded Assets. (a) Section 2.1 of the Purchase Agreement shall be amended by deleting the phrase "subject to the mutual agreement of the Sellers and Purchasers in accordance with Section 7.10" from subsection (n) thereof.
(b) Section 2.1 of the Purchase Agreement shall be amended by deleting the second "and" in subsection (r) thereof.
(c) Section 2.1 of the Purchase Agreement shall be amended by deleting the "." at the end of such section and replacing it with "; and" in subsection (s) thereof.
(d) Section 2.1 of the Purchase Agreement shall be amended to add the following:
Purchased Assets and Excluded Assets. (a) At and subject to the Closing, the Seller shall sell, assign, transfer and convey (or cause to be sold, assigned, transferred or conveyed) to the Buyer, and the Buyer shall purchase from the Seller, as a going concern, the Purchased Assets and the Business, free and clear of all Liens, other than Permitted Liens. As used herein, the “Purchased Assets” means all right, title and interest of the Seller in, to and under all of the assets, personal and mixed, tangible and intangible, owned or held by the Seller that are used or held for use exclusively in the conduct or operation of the Business, as each shall exist on the Closing Date (in all cases other than to the extent included in the Excluded Assets), including all of such right, title and interest in, to and under the following:
Purchased Assets and Excluded Assets. (a) On the Closing Date (as hereinafter defined), Seller agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, all assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, and wherever situated, owned by Seller and used in the Business on the Closing Date including, but not limited to, the assets described in paragraphs (i) through (vii) below used by Seller in the conduct of the Business, except for the Excluded Assets (as hereinafter defined). The assets to be purchased and sold hereunder shall be referred to in this Agreement as the "Purchased Assets" and shall be purchased by Purchaser free and clear of any and all mortgages, liens, security interests, pledges, charges, claims, restrictions. encumbrances, options and rights of third parties. The assets comprising the Purchased Assets are as follows:
(i) The name "Little Eagle Mobile Home Park" and all goodwill associated therewith.
(ii) The "land contracts" for the sale of nine (9) mobile home units listed on Exhibit A and Seller's complete interest in the underlying mobile home units (the "Mobile Homes").
(iii) All other assets used by Seller in the Business and located on the Real Estate, except for the Excluded Assets.
(b) For purposes of this Agreement, the term "Excluded Assets" shall mean the following:
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and indemnities hereinafter set forth, effective at midnight on July 31, 1997 (i) Parent is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Parent, the parcel of land owned by Parent and described in Schedule 2.1.1 (the "Fee Property") and (ii) Seller and Parent are selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller and Parent, all of the assets of Seller and Parent, respectively, used in the Business (together with the Fee Property collectively referred to as the "Purchased Assets"), including but not limited to all of Seller's and Parent's right, title and interest in and to the following:
2.1.1 All refining facilities located on the Fee Property, including but not limited to all of the buildings, machinery, tools, supplies, equipment, fixtures, laboratory equipment, furniture, vehicles and other property described in Schedule 2.1.2 (the "Refining Facilities");
2.1.2 All easements, rights of way, railroad agreements, and ingress and egress agreements, to the extent assignable with respect to the Refining Facilities including but not limited to those described in the Commitment for Title Insurance issued by Commonwealth Land Title Insurance Company dated as of 8:00 a.m. on July 23, 1997 ("Title Commitment") (the "Easements and Similar Agreements");
2.1.3 All permits, licenses and other governmental authorizations related to the ownership or operation of the Business to the extent assignable (the "Permits"), including but not limited to those listed in Schedule 2.1.3;
2.1.4 All inventories of finished products, work in process, raw materials, supplies, tanks, drums and packing and shipping material related to the Business, including those located at the Fee Property and the property leased by Seller in Michigan (collectively, the "Inventory");
2.1.5 All contracts and agreements listed in Schedule 2.1.5 (the "Contracts");
2.1.6 Except for those accounts receivable set forth on Schedule 2.1.6 (the "Excluded Accounts Receivable"), all accounts receivable as of Closing Date arising from the operation of the Business (the "Receivables");
2.1.7 All transferable intellectual property rights used primarily in the Business, including patents, patent applications, trade names, service marks, service xxxx applications, trademarks, trademark applicat...
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants, indemnities and agreements hereinafter set forth, at the Closing, Seller, Danixx, xxd Dan Xxx shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller and Dan Xxx, the rights of Seller and Dan Xxx in and to the following assets and properties (collectively, the "Purchased Assets"): 8
(a) All inventories of finished products, work in process, raw materials, supplies and packing and shipping material as of the Closing Date, provided, in the case of Dan Xxx, such inventories shall be limited to those located at or exclusively used in connection with the Edmonton bolt, flange and gasket business of Dan Xxx (collectively, the "Inventory"), a summary of such raw materials, finished products and work in process as of September 30, 1995 (except with respect to Dan Xxx which would be as of October 31, 1995) is attached as Schedule 2.1(a) which such list shall be updated as of the Closing Date in accordance with the terms hereof. A complete list of finished goods, work in process and raw materials as of the Closing Date will be provided, including a segregated list of Inventory securing the 4-year Subordinated Inventory Note, hereinafter defined;
(b) All accounts receivable of Seller and Dan Xxx for the sale of finished Inventory as to which title has passed to the purchaser thereof as of the Closing Date (the "Accounts Receivable"), a listing of which as of September 30, 1995 (except with respect to Dan Xxx which is as of October 31, 1995) is attached as Schedule 2.1(b), which such list shall be updated as of the Closing Date in accordance with the terms hereof;
(c) All tools, equipment, machinery, dies, patterns, furniture, fixtures, store equipment, automobiles, trucks, service equipment, computer equipment and leasehold improvements and such additional personal property, including, without limitation, equipment records, racks and forklift maintained at the Jensxx Xxxve location, installations, fixtures, leasehold improvements, furniture and carpeting, but excluding Inventory owned by Seller or owned by Dan Xxx and located at or exclusively used in connection with the Edmonton bolt, flange and gasket business of Dan Xxx (collectively, the "Fixed Assets") with respect to, or for use in connection with, the operation of the Business or located in or upon the Houston Facility, defined below, or the manufacturin...
Purchased Assets and Excluded Assets. (a) Subject to the terms and conditions hereof, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of Seller’s right, title and interests in and to the Purchased Assets, free and clear of Encumbrances of any kind. As used in this Agreement, the “Purchased Assets” means all of the following Seller’s properties and assets, but excluding the Excluded Assets:
Purchased Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, the assets, properties and rights of Seller described on Exhibit 2.1 attached hereto (collectively, the "Purchased Assets"). Notwithstanding the foregoing, the Purchased Assets shall not include, and Buyer will not purchase, (a) any insurance policies or insurance contracts, (b) tax refunds applicable to periods prior to the Closing or (c) the assets listed on Exhibit 2.1-A attached hereto (collectively the "Excluded Assets").
Purchased Assets and Excluded Assets
