Sale and Purchase of Acquired Assets. Subject to the terms and conditions hereof, Xxxxxx agrees to sell, transfer, assign, and convey to Buyer, and Xxxxx agrees to purchase from Seller for the Purchase Price, all of Seller's right, title and interest in or to the Acquired Assets, subject in each case to all and any Encumbrances. Subject to Section 2.02, the Acquired Assets, without duplication, consist of all of Seller's right, title and interest in and to:
(i) the Line;
(ii) subject to Section 2.08, all rights under Contracts related to or associated with the Line ("Line Agreements"), including the Line Agreements listed in Schedule 2.01(ii) attached hereto and made a part hereof;
(iii) all Real Property and Real Property Interests; and
(iv) all Personal Property.
Sale and Purchase of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement and the Related Documents, as of the Closing Date, consistent with the Transaction Structure, the Company shall cause the Willtek Group to, and the Willtek Group shall, sell, transfer, convey, assign and deliver to the Buyers, free and clear of all Liens other than Permitted Liens, and the Buyers shall purchase from the Willtek Group all of the Willtek Group’s right, title and interest in, to, and under the Acquired Assets. As used herein, the “Acquired Assets” means, as of the Closing Date, all of the business of, and all of the assets and properties related to, and used in or held for use in the operation of, the Business, of every kind, character and description, whether tangible, intangible, personal or mixed, and wherever located, (other than the Excluded Assets), including, as set forth on the Schedule indicated and otherwise referenced specifically in a schedule to the German Xxxx of Sale and Assignment and Assumption Agreement or such other relevant local Xxxx of Sale, Assignment and Assumption Agreement or Related Document, the following:
(a) all equipment, machinery, furniture, fixtures, office equipment, computer equipment (including all hardware, software and software codes and other Information Technology), communications equipment, motor vehicles and other transportation assets and property and spare and replacement parts, leasehold improvements, samples and demonstration models and systems, and other fixed assets (sometimes referred to herein collectively as the “Equipment”), supplies and other tangible personal property used in the operation of the Business, including that which is listed on Schedule 2.1(a);
(b) all raw materials, work in process, finished goods and other inventory items, including related supplies, packaging materials and containers, held for manufacture or sale in connection with the Business (sometimes referred to herein as the “Inventory”), including those listed on Schedule 2.1(b);
(i) all Intellectual Property, and all licenses and sublicenses granted and obtained with respect thereto, and all Intellectual Property rights thereunder, remedies against infringement thereof, and rights to protection of the interest therein under the Laws of all jurisdictions, including as set forth on Schedule 2.1(c)(i) and (ii) all Information Technology described on Schedule 2.1(c)(ii);
(d) all outstanding customer purchase orders of the Business on the Closing Da...
Sale and Purchase of Acquired Assets. On and subject to the terms and conditions of this Agreement and for the consideration specified in this Section 2, Buyer hereby purchases from Seller, and Seller hereby sells, transfers, conveys, and delivers to Buyer, the Acquired Assets.
Sale and Purchase of Acquired Assets. Under and subject to the terms of this Agreement, the Company hereby sells, conveys, transfers and assigns to Buyer, and Buyer hereby purchases from the Company, all of the Company’s right, title and interest in and to each Acquired Asset.
Sale and Purchase of Acquired Assets. On the Closing Date (as defined in Section 8.1), subject to the terms and conditions of this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller, free and clear of all liens, security agreements and encumbrances of any kind, all right, title and interest of Seller in and to the following assets (the "Acquired Assets"):
(a) The real estate locally known as 1025 Main Street, Grixxxxx, Xxxx, xx xxxxx xxx Xxxxxx xs located, and the buildings, structures, and improvements thereon constituting the operating premises of the Office, including all equipment, furniture, and fixtures and also including the Office telephone numbers to the extent permitted by Seller's telephone provider (the "Operating Facility"). The legal description of the real estate and a list of the equipment, furniture and fixtures to be conveyed at the Office is attached as Schedule A;
(b) Seller's automated teller machine ("ATM") located at Grinnell Xxxxxxx and the cash on hand in the ATM as of the close of business on the Closing Date;
(c) All loans associated with the Office (the "Loans") and to be attached to this Agreement as Schedule B on the Closing Date, including all promissory notes, evidences of indebtedness and agreements for the payment of money, unfunded loan commitments and lines of credit, and all related collateral, documents, instruments, papers, security agreements, financing statements, guarantees, abstracts of title, appraisals, financial statements, payment histories, file notes and all other documentation related to the Loans (the "Loan Documentation");
(d) All office supplies in Seller's possession at the Office on the Closing Date other than those with the name or logo of Seller;
(e) All assets related to the safe deposit business, if any, conducted by the Seller at the Office ("Seller's Safe Deposit Business"), including all related safe deposit boxes, keys, signature cards, combinations, prepaid rents (prorated through the close of business on the Closing Date), customer agreements (including to all contracts and leases), accounts receivable and files, books and records, and including custody of all customer assets held by Seller in safe deposit boxes located at the Office;
(f) All interest earned, but not collected, on all assets purchased pursuant to this section;
(g) Pre-paid FDIC insurance premiums related to the Deposits assumed, if any;
(h) All savings bonds redeemed but not returned related to depositors or ot...
Sale and Purchase of Acquired Assets. 5 Section 2.1. Purchase And Sale..........................................................................5 Section 2.2. Acquired Assets and Excluded Assets........................................................5 Section 2.3. Assumption of Certain Liabilities and Obligations..........................................7
Sale and Purchase of Acquired Assets. On the Closing Date (as defined in Section 12.1), effective to the fullest extent possible at 5:00 p.m. Eastern time on the Closing Date, and subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to the Acquired Assets (as defined in Section 2.1(a)), free and clear of all Encumbrances other than Permitted Encumbrances, and Seller shall assign to Buyer, and Buyer shall assume, the Assumed Liabilities.
Sale and Purchase of Acquired Assets. Under and subject to the terms of this Agreement, effective as of the Effective Time, each Seller hereby sells, conveys, transfers and assigns to Buyer, and Buyer hereby purchases from each Seller, all of such Seller’s right, title and interest in and to the Acquired Assets. None of the Excluded Assets are sold, conveyed, transferred or assigned to Buyer.
Sale and Purchase of Acquired Assets. (a) For purposes of this Agreement, the term “Acquired Assets” shall mean the assets to be sold and transferred by Sellers to Purchaser pursuant to this Agreement, consisting of substantially all of the assets owned or leased by Sellers and used or held for use in Sellers’ Operations as of the Closing, as more particularly described below, and as are more particularly detailed in the Schedules attached hereto as herein indicated; provided, however, the Excluded Assets are specifically excluded from the Acquired Assets. The Acquired Assets include the following:
Sale and Purchase of Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of all right, title and interest in, to and under the following assets owned by the Sellers (all of the assets sold, assigned, transferred and delivered to the Buyer hereunder being referred to collectively herein as the "Acquired Assets"):
