Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements, at the Closing, Sellers will sell and transfer to Purchaser, and Purchaser will purchase from Sellers, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of the following: (a) all of Sellers' rights, titles and interests in and to the Specified Intellectual Property; (b) all of Sellers' rights, titles and interests in and to the Specified Know-How; (c) all of Sellers' rights, titles and interests under the Specified Contracts; (d) all of Sellers' rights, titles and interests under the Specified Tangible Property; (e) all of Sellers' rights, titles and interests under the Specified Inventory; (f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings; (g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assets; and (h) all of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapy.
Appears in 1 contract
Sale and Purchase of Assets. On the terms Except as otherwise provided in Sections 2.2 and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements2.3, at the Closing, Sellers will sell shall sell, transfer and transfer assign to PurchaserBuyers, and Purchaser will Buyers shall purchase from Sellers, all of Sellers’ properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Improvements to Closing Date located at or used in connection with either of the Licensed Technology Cinemas, whether personal, in electronic form or otherwise, and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the books of Sellers (excluding “Purchased Assets”). Without limiting the Excluded Assets)foregoing, including, but not limited to, all of the Purchased Assets shall include the following:
(ai) all All of Sellers' rights’ tangible assets, titles including office furniture, office equipment and interests in supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements, and other fixtures and equipment on or related to the Specified Intellectual PropertyReal Estate or related to the Business;
(bii) all All of Sellers' rights’ books, titles records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and interests in and the like related to the Specified Know-HowBusiness (other than accounting records and corporate books and records as defined in Section 2.3);
(ciii) all All prepaid expenses, credits, advance payments, claims, security, refunds, rights of Sellers' rightsrecovery, titles rights of set-off, rights of recoupment, deposits, charges, sums and interests under fees (including any such item relating to the Specified Contractspayment of Taxes);
(div) all All of Sellers' rights’ rights under warranties, titles indemnities and interests under all similar rights against third parties to the Specified Tangible Propertyextent related to any Purchased Assets;
(ev) all of Sellers' rightsAll insurance benefits, titles including rights and interests under proceeds, arising from or relating to the Specified InventoryBusiness or the Purchased Assets;
(fvi) all All rights to any Actions of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Sellers to the extent related to the Specified Business or the Purchased Assets; and, whether arising by way of counterclaim or otherwise;
(hvii) all All of Sellers' files’ inventory and supplies, papersincluding concession products, documentscandy items and paper goods for the Business;
(viii) All of Sellers’ pxxxx cash on hand at the Cinemas, electronic files if any; (ix) All of Sellers’ rights under the Assumed Contracts, if any; (x) All of Sellers’ rights under the Permits;
(xi) All of Sellers’ goodwill and databases, rights in and other records relating to the Improvements names “Rialto” and “Cranford”;
(xii) Sellers’ rights to the Licensed Technology, telephone numbers for locations of the Cinemas; and all other miscellaneous assets (xiii) The goodwill of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")Lease Agreement, goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinema and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsThe Lease Agreement, titles and interests in and to the Specified Know-Howas more particularly identified on Schedule 2.1(b);
(c) All equipment and property and all of Sellers' rightsrights with respect thereto, titles and interests under covered by the Specified ContractsChristie/AIX Master License Agreement as more particularly identified on Schedule 2.1(c);
(d) all of Sellers' rightsAll rights with respect to maintenance, titles support and interests other services under the Specified Tangible Property;Christie Agreement as more particularly identified on Schedule 2.1(d)
(e) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Inventorylike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(f) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Regulatory Filingsextent related to any Purchased Assets;
(g) choses in actionAll insurance benefits, including rights, claims and causes proceeds, arising from or relating solely to the Business or the Purchased Assets, but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(h) All rights to any Actions of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified Business or the Purchased Assets, whether arising by way of counterclaim or otherwise, except those rights relating to the Retained Liabilities;
(i) All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”) for the Business located at the Cinema as of the Closing Date;
(j) All the contracts, if any, identified on Schedule 2.1(j) (the “Assumed Contracts”); and
(hk) all All Permits; All goodwill and rights in and to intellectual property, including the names “Mission Marketplace 13 or Mission Marketplace Cinema”. ;
(l) The telephone numbers for the Cinema, and
(m) The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms Except as otherwise provided in SECTIONS 2.2 and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements2.3, at At the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, all of Seller's properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Closing Date located at or used in connection with the Cinema, whether personal, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Purchased Assets"). Without limiting the foregoing, whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of Purchased Assets shall include the following:
(ai) all All of Sellers' rightsSeller's tangible assets, titles including office furniture, office equipment and interests supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements on or related to the Leased Real Estate or related to the Business;
(ii) All of Seller's books, records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and the like related to the Business (other than accounting records and corporate books and records as defined in SECTION 2.3);
(iii) All of Seller's inventory and supplies, including concession products, candy items and paper goods for the Business;
(iv) All of Seller's rights under leases for personal property, if any;
(v) All of Seller's rights under the Permits;
(vi) All of Seller's goodwill and rights in and to the Specified Intellectual Propertyname "Kin Mall";
(bvii) all of Sellers' rights, titles and interests in and Seller's rights to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under the Specified Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assetstelephone numbers for Cinema location; and
(hviii) The goodwill of the Business. CJM shall at Closing assign all of Sellers' files, papers, documents, electronic files its interests in the Leased Real Estate and databasesthe Lease Agreement to Buyer, and other records relating to Buyer shall assume the Improvements to the Licensed TechnologyLease Agreement, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapyfor no additional consideration.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Sale and Purchase of Assets. (a) On the terms and subject to the conditions and other provisions set forth in of this Agreement and in the Ancillary AgreementsAgreement, at the ClosingClosing referred to in Section 4.1 hereof, Sellers will sell Seller shall sell, convey, assign, transfer and transfer deliver to Purchaser, and Purchaser will purchase from Sellersshall purchase, the Improvements to the Licensed Technology acquire and accept delivery of, all related Iodine Therapy assets, rights assets and properties owned or Used by Sellers Seller in its operations, except for (i) cash and cash equivalents, the Purchase Price, the Promissory Note and other rights of Seller under this Agreement, (ii) Seller's corporate minute book and stock records, and (iii) those assets specifically listed on Schedule 2.1
(a) (such specifically listed assets in clauses (i), (ii) and (iii) being referred to as the "Specified Excluded Assets"), including without limiting the generality of the foregoing:
(i) all accounts receivable;
(ii) all raw materials, works-in-process, inventories and other materials of Seller wherever located and including all inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any orders of Seller, including the right to collect and receive charges for such orders;
(iii) all supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements, computer equipment and peripherals, and other tangible property Used by Seller in connection with its operations, and Seller's interest as lessee in any leases with respect to any of the foregoing;
(iv) all of Seller's right, title and interest in and to its Contracts, including the Contracts listed or required to be listed on Schedule 5.6 hereto;
(v) all proprietary knowledge, Trade Secrets, Confidential Information, computer software and licenses, formulae, designs and drawings, quality control data, processes (whether secret or not carried not), methods, inventions and reflected on other similar know-how or rights Used in the books conduct of Sellers (excluding the Excluded Assets)Seller's operations, including, but not limited to, the areas of manufacturing, marketing, advertising and personnel training and recruitment, together with all of the following:
(a) other Intangible Rights used in connection with Seller's operations, including all of Sellers' rightsfiles, titles data, back-up tapes, manuals, documentation and interests in source and to the Specified Intellectual Propertyobject codes related thereto;
(bvi) all of Sellers' rightsutility, titles security and interests in other deposits and to the Specified Know-Howprepaid expenses;
(cvii) Seller's operations as a going concern and its franchises, Governmental Authorizations (to the extent such Governmental Authorizations are transferable) and third parties, licenses, telephone numbers, telecopy numbers, email addresses, URL, internet web sites, internet domain names, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action and similar obligations owing to Seller from its present and former shareholders, officers, employees, agents and others, together with all books, operating data and records (including financial, accounting and credit records), files, papers, records and other data of Sellers' rights, titles and interests under the Specified ContractsSeller;
(dviii) all rights of Sellers' rightsSeller in and to, titles Seller's name, all assumed fictional business names, and interests under the Specified Tangible Propertyall Intellectual Property Assets;
(eix) all of Sellers' rights, titles and interests under the Specified Inventoryrights to real property Used by Seller;
(fx) all claims of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only Seller against third parties relating to the extent related to the Specified AssetsAcquired Assets or Seller's operations, whether choate or inchoate, known or unknown, contingent or noncontingent; and
(hxi) all other property and rights of Sellers' files, papers, documents, electronic files every kind or nature Used by Seller in its operations. It is specifically understood and databasesagreed by the parties hereto that Purchaser is acquiring, and other records Seller is selling, all of the tangible and intangible assets attributable to or Used by Seller in its operations, except the Excluded Assets. The aforesaid assets and properties to be transferred to Purchaser hereunder are hereinafter collectively referred to as the "Acquired Assets." Notwithstanding anything to the contrary contained herein, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any liability relating to the Improvements Acquired Assets unless Purchaser expressly assumes that liability pursuant to the Licensed Technology, and all other miscellaneous assets Section 2.1(c) of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapythis Agreement.
Appears in 1 contract
Sale and Purchase of Assets. On At the terms and subject to the conditions and other provisions set forth in closing under --------------------------- this Agreement and in (the Ancillary Agreements"Closing"), at the Closing, Sellers will Seller shall sell and transfer to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, (i) all of Seller's right, title and interest in and to the properties, assets and rights of Seller that are used in or are related to the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and (ii) the Trigon Stock (collectively, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Purchased Assets"), whether or not carried and reflected on . Without limiting the books of Sellers (excluding the Excluded Assets), including, but not limited to, all generality of the followingforegoing, the Purchased Assets shall include the following assets owned by Seller and used in the Business:
(a) all those certain lots and pieces of Sellers' rightsground, titles together with the buildings, structures and interests other improvements erected thereon, and all easements, rights and privileges appurtenant to any of the foregoing, owned by Seller and located in and to the Specified Intellectual Peters Township, McMurray, Xxxxxylvania ("Real Property"), as more particularly described in Schedule 2.01(a);
(b) all of Sellers' rightsthe inventory, titles personal property, machinery, equipment, computers, vehicles, supplies, tools, furniture and interests fixtures that are owned by Seller and used in and to the Specified Know-HowBusiness, including those described in Schedule 2.01(b);
(c) all know-how, trade secrets, trademarks, trade names, service marks, logos, licenses, patents, copyrights and applications and registrations, if applicable, for any of Sellers' rightsthe foregoing ("Intellectual Property") owned by Seller and used in the Business, titles and interests under the Specified Contractsincluding those described in Schedule 2.01(c);
(d) all rights of Sellers' rights, titles and interests Seller under the Specified Tangible Property;purchase and sales orders and contracts, license agreements, supply agreements, labor contracts and other contracts and agreements to which Seller is a party and that relate to the Business ("Contracts"), including those listed in Schedule 2.01(d); and
(e) all of Sellers' rightsSeller's cash, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assets; and
(h) all of Sellers' files, papers, documents, electronic files and databases, trade and other records relating to the Improvements to the Licensed Technology, notes and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located account receivables (including those of Sellers' held by Cato Research Corporation without limitationaccounts receivable from Buyer), preclinical advance payments and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae prepaid items and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to expenses arising from the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")Lease Agreements, goodwill, and intellectual property, existing on the Closing Date and located at and used solely in connection with any of the Cinemas, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in its books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinemas and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsThe Lease Agreements, titles and interests in and to the Specified Know-Howas more particularly identified on Schedule 2.1(b);
(c) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Contractslike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(d) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Tangible Propertyextent related to any Purchased Assets;
(e) all of Sellers' All insurance benefits, including rights, titles claims and interests under proceeds, arising from or relating solely to the Specified InventoryBusiness or the Purchased Assets but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(f) all All rights to any Actions of Sellers' rightsany nature available to or being pursued by Seller to the extent related to solely the Business or the Purchased Assets, titles and interests under whether arising by way of counterclaim or otherwise, except those rights relating to the Specified Regulatory FilingsRetained Liabilities;
(g) choses All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”), for the Business located at the Cinemas as of the Closing Date;
(h) All the contracts, if any, identified by Seller on Schedule 2.1(h) (the “Assumed Contracts”);
(i) All Permits;
(j) All goodwill and rights in actionand to intellectual property, claims including the name “Cinema Centers”;
(k) The telephone numbers for locations of the Cinemas, and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assetswebsite wxx.xxxxxxxxxxxxx.xxx; and
(hl) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms Except as otherwise provided in Sections 2.2 and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, all of Seller's properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Closing Date located at or used in connection with the Cinema, whether personal, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Purchased Assets"). Without limiting the foregoing, whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of Purchased Assets shall include the following:
(ai) all All of Sellers' rightsSeller's tangible assets, titles including office furniture, office equipment and interests in supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements on or related to the Specified Intellectual PropertyReal Estate or related to the Business;
(bii) all All of Sellers' rightsSeller's books, titles records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and interests in and the like related to the Specified Know-HowBusiness (other than accounting records and corporate books and records as defined in Section 2.3);
(ciii) all All prepaid expenses, credits, advance payments, claims, security, refunds, rights of Sellers' rightsrecovery, titles rights of set-off, rights of recoupment, deposits, charges, sums and interests under fees (including any such item relating to the Specified Contractspayment of Taxes);
(div) All of Seller's rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Tangible Propertyextent related to any Purchased Assets;
(ev) all of Sellers' rightsAll insurance benefits, titles including rights and interests under proceeds, arising from or relating to the Specified InventoryBusiness or the Purchased Assets;
(fvi) all All rights to any Actions of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified AssetsBusiness, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
(vii) All of Seller's inventory and supplies, including concession products, candy items and paper goods for the Business;
(viii) Buyer shall purchase Seller's pxxxx cash on hand at the Cinema, if any;
(ix) All of Seller's rights under the Assumed Contracts, if any;
(x) All of Seller's rights under the Permits;
(xi) All of Seller's goodwill and rights in and to the name "Bloomfield Cinema", "Bloomfield" and "Bloomfield 8" to the extent owned by seller;
(xii) Seller's rights to the telephone numbers for the location of the Cinema; and
(hxiii) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth contained in this Agreement Agreement, Seller shall sell, transfer, convey, assign and in the Ancillary Agreementsdeliver to Buyer, at the Closing, Sellers will sell and transfer to PurchaserClosing (as hereinafter defined) on the Closing Date (as hereinafter defined), and Purchaser will Buyer shall purchase from SellersSeller, subject to all liens, encumbrances, mortgages, pledges, charges, options, rights, security interests, agreements or claims of any nature whatsoever, recorded or unrecorded (individually a "LIEN" and collectively the Improvements "Liens"), all of Seller's right, title and interest in and to the Licensed Technology all of Seller's properties and all related Iodine Therapy assets, rights and properties owned by Sellers wherever located (the "Specified AssetsASSETS"), whether or not carried including without limitation, all assets included in the Financial Statements (as hereinafter defined) of Seller and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of the following:
capital stock of Seller's subsidiaries set forth on SCHEDULE 1.1 (athe "SUBSIDIARIES"). Seller's business (the "BUSINESS") all of Sellers' rights, titles and interests in and to the Specified Intellectual Property;
(b) all of Sellers' rights, titles and interests in and to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under the Specified Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assets; and
(h) all of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technologyis operated by, and all other miscellaneous assets of Sellers relating accounts and notes receivable, bank accounts, machinery and equipment, office furniture and equipment, furnishings, fittings, accessories, appliances, computer software, contracts, licenses, permits, customer contact lists, rights to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitationname "Newbridge," "Newbridge Information Services," "Matrix Digital Technologies" and any derivative or similar names, preclinical operating rights, rights to telephone numbers, intellectual property, trade secrets, proprietary rights, customer and clinical marketing data, clinical trial recordsinventions, patient recordsURLs, laboratory research recordsconfidential business information, market researchbooks and records and other rights and tangible or intangible assets in any way pertaining to, booksrelated, processesidentified to or with, formulaeor otherwise used or useable in Seller's Business are owned by, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapySubsidiaries.
Appears in 1 contract
Samples: Asset Purchase Agreement (Docucorp International Inc)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")Lease Agreement, goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinema and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsThe Lease Agreement, titles and interests in and to the Specified Know-Howas more particularly identified on Schedule 2.1(b);
(c) All equipment and property and all of Sellers' rightsrights with respect thereto, titles and interests under covered by the Specified ContractsChristie/AIX Master License Agreement as more particularly identified on Schedule 2.1(c);
(d) all of Sellers' rightsAll rights with respect to maintenance, titles support and interests other services under the Specified Tangible Property;Christie Agreement as more particularly identified on Schedule 2.1(d)
(e) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Inventorylike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(f) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Regulatory Filingsextent related to any Purchased Assets;
(g) choses in actionAll insurance benefits, including rights, claims and causes proceeds, arising from or relating solely to the Business or the Purchased Assets, but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(h) All rights to any Actions of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified Business or the Purchased Assets, whether arising by way of counterclaim or otherwise, except those rights relating to the Retained Liabilities;
(i) All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”) for the Business located at the Cinema as of the Closing Date;
(j) All the contracts, if any, identified on Schedule 2.1(j) (the “Assumed Contracts”); and
(hk) all of Sellers' filesAll Permits; All goodwill and rights in and to intellectual property, papersincluding the names “Mission Valley 7” or “ Mission Valley” Cinema;
(l) The telephone numbers for the Cinema, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapy.and
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")Lease Agreement, goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinema and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsThe Lease Agreement, titles and interests in and to the Specified Know-Howas more particularly identified on Schedule 2.1(b);
(c) All equipment and property and all of Sellers' rightsrights with respect thereto, titles and interests under covered by the Specified ContractsChristie/AIX Master License Agreement as more particularly identified on Schedule 2.1(c);
(d) all of Sellers' rightsAll rights with respect to maintenance, titles support and interests other services under the Specified Tangible Property;Christie Agreement as more particularly identified on Schedule 2.1(d)
(e) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Inventorylike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(f) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Regulatory Filingsextent related to any Purchased Assets;
(g) choses in actionAll insurance benefits, including rights, claims and causes proceeds, arising from or relating solely to the Business or the Purchased Assets, but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(h) All rights to any Actions of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified Business or the Purchased Assets, whether arising by way of counterclaim or otherwise, except those rights relating to the Retained Liabilities;
(i) All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”) for the Business located at the Cinema as of the Closing Date;
(j) All the contracts, if any, identified on Schedule 2.1(j) (the “Assumed Contracts”);
(k) All Permits; All goodwill and rights in and to intellectual property, including the names “River Village 9 or River Village Cinema”;
(l) The telephone numbers for the Cinema, and
(hm) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On Subject to and upon the terms and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreementscontained herein, at the ClosingClosing (as hereinafter defined), Sellers will sell Seller shall sell, transfer, assign, convey and transfer deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser will purchase shall purchase, accept and acquire from SellersSeller, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of the following:
(ai) One-hundred (100) English language feature film master recordings, all in 35mm, 16mm 1 inch and/or BETA SP video masters, color or black and white, and further described as "movie elements for video masters" and suitable for conversion to 1 inch video or Beta SP format, as listed in Exhibit "A" hereto, and Seller's rights in the underlying contracts, and all rights owned or controlled by Seller for the exploitation and other use of Sellers' rightssuch master recordings pertaining thereto together with the exclusive right, titles title and interests interest in and to the Specified Intellectual Propertypossession of all such master recordings;
(bii) all of Sellers' rightsAll available collateral materials, titles including without limitation, trailers, scripts, still photographs, posters and interests in and press kits relative to the Specified Know-Howfilm masters listed in (i) above;
(ciii) Any copyrights, copyright registrations, copyright registration applications, trademarks, trademark registrations, trademark registration applications and trade names related to film masters, trailers, scripts, still photographs, posters and press kits owned or controlled by Seller and all of Sellers' rights, titles renewals thereof (it being agreed that Company and interests under its assigns shall be obligated to assign and transfer copyright renewals to such transferred copyrights to Purchaser without further consideration to the Specified Contractsextent such renewals or the rights thereto are owned by Company on the Closing Date);
(div) all Any agreements with current actors, producers and directors ("Artists' contracts"). All of Sellers' rightsthe assets being sold to Mac Filmworks, titles and interests under Inc. described in Subsections (i) through (iv) above are hereinafter collectively referred to as the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified "Assets; and
(h) all of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapy."
Appears in 1 contract
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of any applicable lease agreements with respect to any such assets), and other fixtures and equipment located in or related to the Cinema and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsAll rights with respect to maintenance, titles support and interests in and to other services under the Specified Know-HowStrong Maintenance Agreement as more particularly identified on Schedule 2.1(d);
(c) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Contractslike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(d) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Tangible Propertyextent related to any Purchased Assets;
(e) all of Sellers' All insurance benefits, including rights, titles claims and interests under proceeds, arising from or relating solely to the Specified InventoryBusiness or the Purchased Assets, but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(f) all All rights to any Actions of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified Business or the Purchased Assets, whether arising by way of counterclaim or otherwise, except those rights relating to the Retained Liabilities;
(g) All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”) for the Business located at the Cinema as of the Closing Date;
(h) All the contracts, if any, identified on Schedule 2.1(j) (the “Assumed Contracts”);
(i) All Permits and all goodwill and rights in and to intellectual property, including the names “O’Neil Cinemas” and “Oxxxx Cinemas” insofar as they relate to the Cinema, it being understood that Seller, an Affiliate of Seller or Seller Principals, may use the names “O’Neil Cinemas or Oxxxx Cinemas” in connection with a movie theater that is beyond a ten (10) mile radius of the Cinema;
(j) The telephone numbers for the Cinema; and
(hk) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms Except as otherwise provided in SECTIONS 2.2 and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements2.3, at At the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, all of Seller's properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Closing Date located at or used in connection with the Cinema, whether personal, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Purchased Assets"). Without limiting the foregoing, whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of Purchased Assets shall include the following:
(ai) all All of Sellers' rightsSeller's tangible assets, titles including office furniture, office equipment and interests supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements on or related to the Leased Real Estate or related to the Business;
(ii) All of Seller's books, records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and the like related to the Business (other than accounting records and corporate books and records as defined in SECTION 2.3);
(iii) All of Seller's inventory and supplies, including concession products, candy items and paper goods for the Business;
(iv) All of Seller's rights under leases for personal property, if any;
(v) All of Seller's rights under the Permits;
(vi) All of Seller's goodwill and rights in and to the Specified Intellectual Propertyname "Cedar Grove";
(bvii) all of Sellers' rights, titles and interests in and Seller's rights to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under the Specified Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assetstelephone numbers for Cinema location; and
(hviii) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Sale and Purchase of Assets. On the terms Except as otherwise provided in Sections 2.2 and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, all of Seller's properties and business as a going concern, and goodwill and tangible or intangible assets of every kind, nature and description existing on the Improvements to Closing Date located at or used in connection with the Licensed Technology Cinema, whether personal, in electronic form or otherwise, and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in its books or financial statements, free and clear of all Encumbrances (collectively, the books of Sellers (excluding "PURCHASED ASSETS"). Without limiting the Excluded Assets)foregoing, including, but not limited to, all of the Purchased Assets shall include the following:
(ai) all All of Sellers' rightsSeller's tangible assets, titles including office furniture, office equipment and interests supplies, computer hardware and software, projectors, projector bulbs, ticketing machines, leasehold improvements on or related to the Leased Real Estate or related to the Business;
(ii) All of Seller's books, records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and the like related to the Business (other than accounting records and corporate books and records as defined in Section 2.3);
(iii) All of Seller's inventory and supplies, including concession products, candy items and paper goods for the Business;
(iv) All of Seller's rights under leases for personal property, if any;
(v) All of Seller's rights under the Permits;
(vi) All of Seller's goodwill and rights in and to the Specified Intellectual Propertyname "Xxxxxxxxxxx";
(bvii) all of Sellers' rights, titles and interests in and Seller's rights to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under the Specified Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assetstelephone numbers for Cinema location; and
(hviii) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")goodwill, and intellectual property, existing on the Closing Date and located at and used in connection with the Cinema, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in Seller’s books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Property;terms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinema and the Business (the “Tangible Assets”), including those assets identified on Schedule 2.1(a
(b) All equipment and property and all of Sellers' rightsrights with respect thereto, titles and interests in and to covered by the Specified Know-HowCIDM Master License Agreement as more particularly identified on Schedule 2.1(c);
(c) all of Sellers' rightsAll rights with respect to maintenance, titles support and interests other services under the Specified Contracts;Christie Agreement as more particularly identified on Schedule 2.1(d)
(d) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Tangible Propertylike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(e) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Inventoryextent related to any Purchased Assets;
(f) all of Sellers' All insurance benefits, including rights, titles claims and interests under proceeds, arising from or relating solely to the Specified Regulatory FilingsBusiness or the Purchased Assets, but expressly excluding all insurance benefits arising from or relating or applying to any Retained Liabilities;
(g) choses in action, claims and causes All rights to any Actions of action any nature available to or rights of recovery or set-off of every kind and character, in each case only being pursued by Seller to the extent related to the Specified Business or the Purchased Assets, whether arising by way of counterclaim or otherwise, except those rights relating to the Retained Liabilities;
(h) All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”) for the Business located at the Cinema as of the Closing Date;
(i) All the contracts, if any, identified on Schedule 2.1(j) (the “Assumed Contracts”); and
(hj) all All Permits; All goodwill and rights in and to intellectual property, including the name “Apple Valley Cinema”; “
(k) The telephone numbers for the Cinema, and
(l) The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth Except as otherwise provided in this Agreement and in the Ancillary AgreementsSection 2.3, at the Closing, Sellers will sell Seller shall sell, transfer and transfer assign to PurchaserBuyer, and Purchaser will Buyer shall purchase from SellersSeller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the Improvements to the Licensed Technology and all related Iodine Therapy assets, properties and rights of every kind and properties owned by Sellers (nature, including the "Specified Assets")Lease Agreement, goodwill, and intellectual property, existing on the Closing Date and located at and used solely in connection with the Lisbon Cinemas, whether personal or commercial, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in its books or financial statements (collectively, the books of Sellers (excluding the Excluded “Purchased Assets”), including, but not limited to, all of which shall include the following:
(a) all All furniture, equipment, supplies including concession inventory, computer hardware and software, projectors, projector bulbs, ticketing machines, and point of Sellers' rightssale equipment, titles and interests in and displays, signage, leasehold improvements (subject, however, to the Specified Intellectual Propertyterms of the Lease Agreements), and other fixtures and equipment located in or related to the Cinema and the Business which are owned by the Seller (the “Tangible Assets”), including those assets identified on Schedule 2.1(a);
(b) all of Sellers' rightsThe Lease Agreement, titles and interests in and to the Specified Know-Howas more particularly identified on Schedule 2.1(b);
(c) all All books, records, manuals, documents, books of Sellers' rightsaccount, titles correspondence, sales reports, literature, brochures, advertising material and interests under the Specified Contractslike related to the Business (other than accounting records and corporate books and records as defined in Section 2.3 or other Retained Assets);
(d) All rights under warranties, indemnities and all of Sellers' rights, titles and interests under similar rights against third parties to the Specified Tangible Propertyextent related to any Purchased Assets;
(e) all of Sellers' All insurance benefits, including rights, titles claims and interests under proceeds, arising from or relating solely to the Specified InventoryBusiness or the Purchased Assets but expressly excluding all insurance benefits except for any claims arising from Hurricane Ixxxx on or about August 28, 2011 to September 3, 2011 or arising from or relating or applying to any Retained Liabilities ;
(f) all All rights to any Actions of Sellers' rightsany nature available to or being pursued by Seller to the extent related to solely the Business or the Purchased Assets, titles and interests under whether arising by way of counterclaim or otherwise, except those rights relating to the Specified Regulatory FilingsRetained Liabilities;
(g) choses All inventory and supplies, including, without limitation, concession products, candy items and paper goods and other similar items (the “Inventory”), for the Business located at the Cinema as of the Closing Date;
(h) All the contracts, if any, identified by Seller on Schedule 2.1(h) (the “Assumed Contracts”);
(i) All Permits;
(j) All goodwill and rights in actionand to intellectual property, claims and causes of action or including the name “Lisbon Cinemas” but expressly excluding all rights of recovery or set-off of every kind and character, in each case only to the extent related to name “O’Neil Cinemas”..
(k) The telephone numbers for the Specified AssetsCinema, and excluding any rights in the Seller’s website; and
(hl) all The goodwill of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Sale and Purchase of Assets. On the terms Seller agrees to sell, transfer, assign and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements, at the Closing, Sellers will sell and transfer deliver to Purchaser, and Purchaser will purchase agrees to purchase, assume, and accept from SellersSeller, as of the Closing Date (as defined in Section 10) all of the assets, properties, rights, powers, and privileges of Seller, tangible and intangible, whether or not written-off, expensed or fully depreciated, used, useable, or useful in or in conjunction with the operation of the Business, as more specifically set forth below (collectively, the Improvements to the Licensed Technology and all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether free and clear of any and all liens (other than (i) liens securing the Seller's line of credit or not carried other financing provided by Norwest Bank Minnesota, (ii) liens in favor of Ford Motor Credit Company securing the purchase price of equipment financed by Ford Motor Credit Company, and reflected on (iii) that certain UCC-1 financing statement naming the books Seller as debtor and Bill Clark Oil Company as secuxxx xxxxx (the "Permitted Liens")), claims, charges, pledges, mortgages, security interests, licenses, and other encumbrances or rights of Sellers third parties of any kind, nature, or description (excluding collectively, "Liens"), except as set forth in Section 2 (the "Excluded Assets), including, but not limited to, all of the following:"):
(a) all of Sellers' rights, titles and interests in and to the Specified Intellectual extent transferable by the Seller, all machinery, equipment, furniture, office equipment, tools, computer hardware and software, disks, disk drives, and all other items of tangible personal property owned by Seller (collectively, "Personal Property;
"); (b) all inventories of Sellers' rightsmaintenance, titles spare and interests replacement parts and product brochures, signs, sales literature, pamphlets, videos, price lists, product information and other marketing materials and merchandising equipment used and/or saleable in and to the Specified Know-How;
Business; (c) all of Sellers' rights, titles cash and interests under the Specified Contracts;
cash equivalents; (d) all accounts receivable and other rights to payment of Sellers' rights, titles and interests under the Specified Tangible Property;
Seller; (e) all of Sellers' rights, titles and interests under the Specified Inventory;
vehicles (the "Vehicles") used in the Business; (f) all inventory of Sellers' rightsthe Seller including all finished goods, titles raw materials and interests under work in process, useable and/or saleable in the Specified Regulatory Filings;
ordinary course of the Business (the "Inventory"); (g) choses all packaging material, repair parts and tools, manufacturing and office supplies useable and/or saleable in action, claims and causes the ordinary course of action or rights of recovery or set-off of every kind and character, in each case only the Business; (h) to the extent related to transferable by the Specified AssetsSeller, all of Seller's federal, state, local and foreign licenses, permits, authorizations and registrations, relating to, or necessary or useful in connection with, the operation of the Business or the ownership of the Assets (collectively, the "Permits"); and
(hi) all of Sellers' filesSeller's customer and prospective customer lists, paperssales and business records, documentsproduct and device complaint records, electronic files warranty records, manuals (including those for equipment, machinery and databasescomputer software), operating and distribution records, vendor records and all other documents maintained by Seller relating to the operation of the Business prior to the Closing Date, including without limitation, to the extent transferable, agreements with producers, suppliers, dealers, distributors, customers, licensees, airlines, port and airport authorities and military bases and installations (collectively, "Records"); provided that Purchaser will retain and make available to Seller and Shareholders all Records for not more than six (6) years following the Closing Date for Seller's inspection and copying, at Seller's sole expense, upon reasonable request and during normal business hours at a site designated by Purchaser which is reasonably convenient to Seller and Shareholders, provided that Seller and Shareholders shall only be entitled to inspect and copy such Records as are required by Seller and Shareholder to (i) prepare their respective tax returns and to prepare for and defend audits of such returns, and (ii) prepare to assert claims and defenses to claims by third parties, including Purchaser; (j) all United States and foreign intellectual property used by Seller or developed by Seller or its employees in connection with the operation of the Business, including, without limitation, all patents, pending patent applications and any patents issuing therefrom, patent licenses, registered and common law trademarks, service marks and trademark and service mark applications (and all gooxxxxl associated with those trademarks, service marks, and trademark and service mark applications), trade namex, xorporate name, assumed names and all registrations and applications, including the name "Stinar Corporation" and copyrixxxx, copyright applications and slogans, technical information, inventions, designs, drawings, research, other know-how, confidential information, trade secrets, and other records relating similar intangible property and rights of Seller used in conjunction with the operation of the Business (collectively, "Intellectual Property"); (k) all purchase orders, contracts, and agreements arising from the operation of the Business, confidentiality agreements, and non-competition agreements, to which Seller is a party or under which Seller has any type of interest, all of which Purchaser agrees to assume pursuant to this Agreement, including all maintenance and security deposits (collectively, "Contracts"); (l) those certain personal property leases (other than Contracts) to which Seller is a party and which pertain to the Improvements operation of the Business, all of which Purchaser agrees to assume pursuant to this Agreement (collectively, "Leases"); (m) to the Licensed Technologyextent transferable, the Seller's rights to the telephone numbers, facsimile transmission numbers, web sites, domain names, listings and numbers, telex numbers, advertising, telephone and other directory and catalog listings, and prepaid expenses used in connection with, or arising from, the operation of the Business; and (n) all other miscellaneous assets good will comprising a part of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapybusiness.
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Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements, at At the Closing, Sellers will shall sell and transfer to PurchaserPurchasers, and Purchaser will Purchasers shall purchase from Sellers, all of Sellers' properties and business as a going concern and goodwill and assets of every kind, nature and description existing on the Improvements to the Licensed Technology Closing Date, wherever such assets are located and all related Iodine Therapy assetswhether real, rights personal or mixed, tangible or intangible, in electronic form or otherwise, and properties owned by Sellers (the "Specified Assets"), whether or not any of such assets have any value for accounting purposes or are carried and or reflected on or specifically referred to in its books or financial statements, except those assets specifically excluded pursuant to Section 2.02, free and clear of all Encumbrances other than Permitted Encumbrances. The properties, business, goodwill and assets of Seller to be transferred hereunder (collectively, the books of Sellers (excluding the Excluded "Purchased Assets), including, ") shall include but not be limited to, all of to the following:
(a) All of Sellers' furniture, fixtures, equipment, paper concession goods, and supplies including the items listed on Schedule 2.01(a);
(b) All of Sellers' rights under the Leases (as defined in Section 3.12) and all of Sellers' rightsrights under all other leases, titles contracts, agreements and interests purchase and sale orders (collectively, the "Contracts") including any and all security deposits paid under the Leases and the Contracts (the "Security Deposits") and all of Sellers' rights in and to the Specified telephone numbers currently used for the Theaters;
(c) All of Sellers' goodwill and rights in and to the names of each of the Theaters and in any other tradename, trademark, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, and any other forms of Intellectual Property;
(bd) To the extent not described above, all of Sellers' rights, titles and interests in and to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under assets reflected on the Specified Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible Property;
(e) all of Sellers' rights, titles and interests under the Specified Inventory;
(f) all of Sellers' rights, titles and interests under the Specified Regulatory Filings;
(g) choses in action, claims and causes of action or rights of recovery or set-off of every kind and character, in each case only to the extent related to the Specified Assets; and
(h) all of Sellers' files, papers, documents, electronic files and databases, and other records relating to the Improvements to the Licensed Technology, and all other miscellaneous assets of Sellers relating to the Iodine Therapy wherever located (including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine TherapyBalance Sheets.
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Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Sale and Purchase of Assets. On Subject to the terms and subject conditions of this Agreement, the Seller will sell, assign, transfer and convey to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements, at the Closing, Sellers will sell and transfer to PurchaserBuyer, and Purchaser the Buyer will purchase purchase, acquire and accept from Sellersthe Seller, the Improvements to the Licensed Technology free and clear of all related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited toEncumbrances other than Permitted Encumbrances, all of the followingSeller’s assets of every kind and description (other than the Excluded Assets) on the Closing Date (the “Purchased Assets”), including:
(a) all All machinery, equipment, parts, tools, computer hardware, supplies, samples, prototypes and other items of Sellers' rightstangible personal property (other than Inventory) (the “Tangible Personal Property”);
(b) All inventories wherever located, titles including raw materials, goods consigned to vendors or subcontractors, works in process, finished goods, spare parts, goods in transit, products under research and development, demonstration equipment, samples, prototypes and inventory on consignment (the “Inventory”);
(c) All rights and interests in and to the Specified Intellectual Property;
(b) all of Sellers' rights, titles and interests in and to the Specified Know-How;
(c) all of Sellers' rights, titles and interests under the Specified any Contracts;
(d) all of Sellers' rights, titles and interests under the Specified Tangible All Intellectual Property;
(e) all of Sellers' rightsAll business and financial records, titles books, ledgers, files, correspondence, documents, lists, studies and interests under reports (other than those related to employees, personnel and payroll), including customer lists, supplier lists and equipment repair, maintenance, service, quality control and insurance records, whether written, electronically stored or otherwise recorded (the Specified Inventory“Books and Records”);
(f) All goodwill and all of Sellers' rightssales, titles advertising, promotional and interests under the Specified Regulatory Filingsmarketing information and materials;
(g) choses in All e-mail addresses assigned to the Seller;
(h) All Permits;
(i) All rights of the Seller to causes of action, lawsuits, judgments, claims and causes demands of action or any nature and all counterclaims, rights of recovery setoff, rights of indemnification and affirmative defenses to any claims that may be brought against the Buyer by third parties;
(j) All benefits under all insurance policies to which the Seller is a party, a named insured or set-off otherwise the beneficiary of every kind coverage (the “Insurance Policies”);
(k) All rights to refunds from suppliers and character, in each case only to the extent related to the Specified Assetsall prepaid expenses and deposits; and
(hl) all of Sellers' files, papers, documents, electronic files All other properties and databases, and other records relating assets to the Improvements to extent the Licensed TechnologySeller has any rights thereto or interests therein, whether a present or future interest, an inchoate right or otherwise and all other miscellaneous whether such properties or assets are tangible or intangible and whether or not of Sellers relating to a type falling within any of the Iodine Therapy wherever located (including those categories of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to writing relating to the Improvements to the Iodine Therapyassets or properties described above.
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