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.
(a) Pursuant to the Sale Order, and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, free and clear of any and all Encumbrances and Retained Obligations, and Buyer shall, as of the Closing Date, acquire and purchase, free and clear of any and all Encumbrances and Retained Obligations, all of Seller’s right, title and interest in and to all of the assets of the Business, except for the Excluded Assets set forth in Schedule 2.1(c) hereof (the “Acquired Assets”), including but not limited to, the following:
(i) All of Seller’s assets (tangible or intangible), including those assets set forth on Schedule 2.1(a), all Intellectual Property, including all copyrights developed after 1995, customer lists, purchase orders, customer reference manuals, databases and goodwill related thereto;
(ii) The Assumed Contracts, whether or not listed on Schedule 2.1(a);
(iii) Seller’s Contract Rights under the Assumed Contracts and all end user license agreements and maintenance contracts between Seller and customers relating to the Acquired Assets, excluding Contract Rights under (A) this Agreement and any other Contracts entered into by Seller with Buyer in connection with the transactions contemplated by this Agreement; (B) any Assumed Contracts requiring a Consent that is not obtained on or before the Closing Date or is not otherwise assigned to Buyer pursuant to the Sale Order (“Non-Assignable Contract(s)”) and (C) any and all employment agreements, labor contracts, stock option plans, retirement plans, Seller’s 401(k) plan, pension plans, agreements relating to the voting of shares in the company, agreements with employees, officers and/or shareholders and any and all other agreements relating to or otherwise concerning the foregoing.
(iv) Seller’s computer media, sales, advertising and marketing materials, catalogues and manuals, billing records, correspondence, data (only to the extent that such data that contains personally identifiable information that may be lawfully transferred), test software, software tools, product documentation, internal documentation, work in progress relating to the software products listed on Schedule 2.1(a), and files relating to the Acquired Assets (only to the extent that any such materials or files exist), excluding (A) Seller’s minute books, membership interest books and related organizational documents and (B) Seller’s files, books and records relating to the Excluded As...
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. 7 Section 2.1. Purchase and Sale...............................................................................7 Section 2.2. Acquired Assets and Excluded Assets.............................................................7 Section 2.3. Assumption of Certain Liabilities and Obligations; Adjustments..................................9
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. 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. At the Closing, upon the terms and subject to the conditions of this Agreement, the Company will sell, transfer, convey and assign to the Buyer, and the Buyer will purchase and accept, free and clear of all Liens (except for Liens created by the Buyer), all of the right, title, benefit and interest of the Company in, to and under all of the assets relating to the Business, including all of the following assets, but excluding the Excluded Assets (collectively, the "ACQUIRED ASSETS"):
