Sale and Purchase of Assets Assumption of Liabilities. The consummation of the transactions provided for herein (the "Closing") shall take place at the offices of Seller at such time and place as the parties may hereto agree in writing (the "Closing Date"), provided, however, the Closing shall take place on the date that is the later to occur of (i) the date that the temporary liquor licenses for the Businesses have been issued to Buyer by the Florida Division of Alcoholic Beverages and Tobacco, or (ii) the date that Buyer has received a firm commitment for financing for the purchase of the Businesses on terms reasonably acceptable to Buyer; provided, however, the Closing shall not take place unless ten (10) business days have passed after the date that Buyer receives Seller's Uniform Franchise Offering Circular without Buyer's exercising any rescission rights available to Buyer under applicable franchise law. On the Closing Date:
Sale and Purchase of Assets Assumption of Liabilities. The consummation of the transactions provided for herein (the "Closing") shall take place at the offices of Seller on such date and at such time as is designated by Seller approximately sixty (60) to ninety (90) days following the date hereof (the "Closing Date"), provided, however, that the Closing shall take place on or after the date that is the later to occur of the date (i) temporary liquor licenses for the Existing Restaurants have been issued to Buyer by the applicable state licensing authority governing the sale of alcoholic beverages, and (ii) Buyer has received a firm commitment for financing for the purchase of the Existing Restaurants on terms reasonably acceptable to Buyer (Buyer agrees that terms not materially different form those described in the Uniform Franchise Offering Circular dated November 18, 1997, delivered to Controlling Principal on December 12, 1997 and Supplement to Item 19 dated October 15, 1997, delivered to Controlling Principal on December 12, 1997 (the "UFOC") are acceptable to Buyer); provided, however, that the Closing shall occur on or before August 16, 1998. On the Closing Date and at the Closing:
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 8 2.02 Excluded Assets 9 2.03 Assumption of Liabilities 9 2.04 Deemed Assignment of Contracts 10 2.05 Purchase Price and Related Matters 10 2.06 Adjustment of Closing Cash Payment 11 2.07 Dispute Resolution 12 2.08 Purchase Price Allocation 12 2.09 The Closing 12 2.10 Further Assurances 13
Sale and Purchase of Assets Assumption of Liabilities. SECTION 3.01. Asset Sale and Purchase of Assets................................................9 SECTION 3.02. Excluded Assets.................................................................11 SECTION 3.03. Nonassignable Rights............................................................12 SECTION 3.04.
Sale and Purchase of Assets Assumption of Liabilities. On ------------------------------------------------------ the terms and subject to the conditions of the Asset Purchase Agreement (including the provisions of Sections 1.2, 1.3, 3.1 and 3.2 thereof), as amended by this Amendment No. 1, at the Closing:
(a) Seller shall sell, transfer and assign to Buyer, or, as applicable, cause the Assigning Subsidiaries to sell, transfer and assign to Buyer, and Buyer shall purchase and acquire, all of Seller's or, as applicable, the Assigning Subsidiaries' right, title and interest in, to and under the Patents and the Copyrights and Marks;
(b) Seller shall sell, transfer and assign to Sterling Cayman, or, as applicable, cause the Assigning Subsidiaries to sell, transfer and assign to Sterling Cayman, and Sterling Cayman shall purchase and acquire, all of Seller's or, as applicable, the Assigning Subsidiaries' right, title and interest in, to and under the rights to market, license, install, maintain and support the Software in locations outside of the United States of America and Canada (such rights being collectively referred to as the "International Distribution Rights");
(c) Seller shall sell, transfer and assign to Sterling U.S., and Sterling U.S. shall purchase and acquire, all of Seller's right, title and interest in, to and under the Contract referred to on Schedule 5.4(b) to the Asset Purchase Agreement as the "MDP Contract," and Sterling U.S. shall assume and thereafter pay, perform or otherwise discharge, as and when the same shall become due and payable, all liabilities and obligations of Seller under the MDP Contract, other than payment and performance of obligations payable or dischargeable prior to the Closing;
(d) Seller shall sell, transfer and assign to Sterling Southern, and Sterling Southern shall purchase and acquire, all of Seller's right, title and interest in, to and under all of the Purchased Assets, save and except for the Patents, the Copyrights and Marks, the International Distribution Rights and the MDP Contract, and Sterling Southern shall assume and thereafter pay, perform or otherwise discharge, as and when the same shall become due and payable, all liabilities and obligations of Seller that constitute Assumed Liabilities, save and except for the liabilities and obligations of Seller under the MDP Contract; and
(e) Seller shall cause each Assigning Subsidiary to sell, transfer and assign to the subsidiary of Sterling Southern designated opposite the name of such Assigning Subsidiary on Sche...
Sale and Purchase of Assets Assumption of Liabilities. MISCELLANEOUS -------------
Sale and Purchase of Assets Assumption of Liabilities. 1.1 Sale and Purchase of Assets Upon the terms and subject to the conditions contained herein, on the Closing Date (as defined in Section 3), Seller shall sell, convey, transfer and deliver to Buyer and Buyer will purchase and accept from Seller, all of the assets used in connection with the Acquired Business (the "Purchased Assets"), including without limitation the following:
(a) all agreements, leases, licenses, insurance contracts, commitments, sale and purchase orders, delivery orders, change orders, agreements with sales representatives, non-disclosure agreements, internal work orders, teaming agreements and other instruments of any kind, whether written or oral, relating to the Acquired Business and any pending contracts or bid submitted by Seller in connection with the Acquired Business ("Contracts");
(b) all current account receivables and cash at hand (as defined in Section 4.5) of the Acquired Business ("Receivables");
(c) all goods in stock and work in progress (as defined in Section 4.6.) of the Acquired Business ("Inventories");
(d) all fixed assets (as defined in Section 4.7) of the Acquired Business ("Fixed Assets");
(e) all tangible and intangible property, intellectual property rights, and other assets of the Acquired Business relating to the Seller's software and hardware products including, without limitation, those set forth in Exhibit A; all trademarks, service marks and logos used in the Acquired Business, including, without limitation, the registered trademark Cellad; the corporate name European Technology Partners AS; trade secrets, know-how, copyrights, customer and supplier lists, mailing lists, advertising lists, and other proprietary and confidential information of the Acquired Business; and copies of all records, files and papers relating to the Acquired Business and the Purchased Assets,
Sale and Purchase of Assets Assumption of Liabilities. Subject to all of the terms and conditions of this Agreement, as of the closing date set forth in Section 7 below(the "Closing Date"), Seller shall sell, assign and transfer to Buyer the Assets and Buyer shall accept such sale, assignment and transfer and shall assume the Liabilities.
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 2.02 Excluded Assets 2.03 Assumption of Liabilities
Sale and Purchase of Assets Assumption of Liabilities. 2.01 Agreement to Sell and Buy 7 2.02 Excluded Assets 8 2.03 Assumption of Liabilities 8 2.04 Deemed Assignment of Contracts 9 2.05 Purchase Price and Related Matters 10 2.06 Adjustment of Stock Payment 10 2.07 Escrowed Shares 11 2.08 Allocation 11 2.09 The Closing 12 2.10 Further Assurances 13
