Sale and Purchase of Certain Assets. AND ASSUMPTION AND TRANSFER OF CERTAIN LIABILITIES
Sale and Purchase of Certain Assets. On the terms and subject to the conditions contained herein, at the Closing, the Seller will sell, transfer, assign, convey and deliver to the Buyer, and the Buyer will purchase from the Seller, for the consideration hereinafter set forth, substantially all of the Seller’s assets relating to the Business, tangible and intangible, of every kind, nature and description, wherever located and whether or not recorded on the books of Seller, in connection with the operation of the Business, as described below:
(a) the Business as a going concern;
(b) all of Seller's inventory (including food and non-food inventory) relating to the Business as shall exist on the Closing Date (the “Inventory”). Such Inventory in existence as of the date hereof is described on attached Schedule 1(b);
(c) all of Seller's machinery, equipment, furniture, vehicles, fixtures (excluding any fixtures located at 0 Xxxxxxxx, Xxxxxx, Xxxxxxxxxxx), computer equipment (excluding any computer equipment located at 0 Xxxxxxxx, Xxxxxx, Xxxxxxxxxxx), and other personal property which is related to the Business, all as described on Schedule 1(c) attached hereto (all such assets being hereinafter referred to as the "Other Tangible Assets");
(d) All of Seller’s accounts receivable relating to the Business as shall exist on the Closing Date (“Accounts Receivable”) and any Indebtedness owing to Seller, Seller's rights in respect of orders, contracts and agreements for the purchase or sale of goods, services, including, without limitation, any existing service agreements, customer accounts, bid and performance bonds, deposits, and work in process, all of which specifically relate to the Business and, as exist on the date hereof, are as described on Schedule 1(d) attached hereto (all such assets being hereinafter referred to as the "Purchased Contracts");
(e) all of Seller's good will, prospect sales lists, sales reports, costs sheets, processes, relations with customers, customer lists, relations with suppliers, supplier lists, know-how and copyrights, all of which are specifically related to the Business and are as described in Schedule 1(e) and the rights of Seller to the trademarks, service marks, copyrights, copyrightable materials, the name “Xxxxxxx Food Service” in all of its various trade styles and trade names (all such assets being hereinafter referred to as the "Intangible Assets"); and
(f) the leases for real estate and capital equipment relating to the Business as set forth on Schedule 1(f) ...
Sale and Purchase of Certain Assets. 1 1.1 Purchase and Sale 1 1.2 Excluded Assets 1 1.3 Excluded Liabilities 2 1.4 Purchase Price 3 1.5 Allocation of Purchase Price 4
Sale and Purchase of Certain Assets. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, all of the assets identified on Exhibit A (the "Sold Assets") for the consideration stated on Exhibit A (the "Purchase Price").
Sale and Purchase of Certain Assets. On and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, all of the assets consisting of inventory specified on Schedule 1.1-A, equipment and furnishings specified on Schedule 1.1-B, vehicles specified on Schedule 1.1-C, active monitoring accounts specified on Schedule 1.1-D, a list of other accounts which SSI has done business specified on Schedule 1.1-E, a list of proposals specified on Schedule 1.1-F, and other tangible assets specified on Schedule 1.1-G (the "Sold Assets") for the consideration specified in Section 1.3 (the "Purchase Price").
Sale and Purchase of Certain Assets. 2 2.1. Purchase of the Assets..........................................................................2 2.2. Purchase of Canadian Assets.....................................................................3 2.3. Excluded Assets.................................................................................4 2.4. Assets Free and Clear...........................................................................4 2.5. Assumed Liabilities; Excluded Liabilities.......................................................4 2.6. Purchase Consideration..........................................................................5 2.7.
Sale and Purchase of Certain Assets. Subject to the terms and conditions contained in this Agreement, at the Closing (i) Purchaser shall purchase from Seller, and Seller shall sell, convey, transfer, assign, and deliver to Purchaser, for the purchase price set forth in Section 1.02(a) below (the "Asset Purchase Price"), all of the Assets (which do not include the Retained Assets), free and clear of any and all Liens and (ii) Purchaser shall purchase from Xxx. Xxxxxx, and Xxx. Xxxxxx shall sell, convey, transfer, assign and deliver to Purchaser, for the purchase price set forth in Section 1.02(b) below (the "Xxxxxx Real Property Purchase Price"), the Xxxxxx Real Property, free and clear of any and all Liens (the Xxxxxx Real Property Purchase Price and the Asset Purchase Price sometimes are referred to collectively as the "Purchase Price").
Sale and Purchase of Certain Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller agrees to irrevocably sell, assign, transfer and convey to Purchaser, all of Seller's right, title, and interest in and to any and all of the following (the "Assets"):
(a) world-wide trademarks, service marks, patents, copyrights, trade secrets and applications therefor, and other proprietary information, including all distribution rights and goodwill for the product brands listed on the annexed SCHEDULE 2.1(A) (the "Brands") and the name Tristar, (collectively the "Intellectual Property"), but not including rights to the brand, Fragrance Impressions;
(b) the Tangible Personal Property; and
(c) the Inventory, to which the formulas, as set forth in the annexed SCHEDULE 2.1(C), and Trade Credits as set forth in the annexed SCHEDULE 3.7, which exist as of the date of the Bankruptcy Court Order. Seller's assets not consisting of the Intellectual Property, Tangible Personal Property, Inventory or Trade Credits are not being conveyed to Purchaser.
Sale and Purchase of Certain Assets. 1 1.01 Sale and Purchase of Certain Assets................................ 1 1.02
Sale and Purchase of Certain Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing the Seller will sell, transfer, assign, convey, set over and deliver to Continental, and Continental will purchase, acquire and accept from the Seller, all right, title and interest of the Seller in and to any of the Seller’s right to use the name “Continental Motors,” “Continental” and, subject to Section 2.2(f), any derivative thereof (together with the goodwill associated with those names), and (ii) those patents and trademarks (together with the goodwill associated with those trademarks) identified on Schedule 2.1(b) (the “Purchased Assets”).
