Sale and Purchase of the Acquired Assets. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller hereby agrees to sell, transfer, assign and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to Buyer (or one or more of its designated Affiliates), and Buyer agrees to, or cause its designated Affiliate to, purchase, acquire and accept from the Seller Entities all right, title and interest in and to any and all of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets (collectively, the “Acquired Assets”), in each case free and clear of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoing, the Acquired Assets include:
(a) all trade and other accounts receivable (collectively, the “Accounts Receivable”) attributable to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount;
(b) all inventory primarily used in or primarily relating to the operation of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding for the avoidance of doubt the inventory described on Schedule 1.2(b) (...
Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all the right, title and interest as of the Cut Off Time of Seller in and to the following assets and rights, but excluding any Excluded Assets (collectively, the “Acquired Assets”):
(a) the Contracts set forth on Section 2.1(a) of the Disclosure Schedule (the “Assumed Contracts”);
(b) all Account Agreements (other than, for the avoidance of doubt, the Excluded Account Agreements);
(c) all Account Receivables relating to the Accounts as of the Cut Off Time and all payments in respect thereof following the Cut Off Time;
(d) all Account Prepaids;
(e) the Account Files; and
(f) any Tax refunds (or credits) relating to the Business, the Acquired Assets or the Assumed Liabilities for, or applicable to, any Tax period other than a Pre-Closing Tax Period. The Acquired Assets shall be conveyed free and clear of all Liens. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or the Acquired Assets unless Buyer specifically assumes that Liability pursuant to Section 2.3 of this Agreement.
Sale and Purchase of the Acquired Assets. (a) At the First Closing, upon each Interim Transfer and at the Final Closing, if any, Alliance shall sell, transfer, convey, assign and deliver to Federated, and Federated shall purchase or acquire from Alliance all right, title and interest of Alliance in and to the Business, including: (i) all goodwill of Alliance, as well as workforce in place (as applicable), customer relationships and other customer-based intangibles, and other going concern value related exclusively to that portion of the Business being transferred to Federated at such Closing or upon such Interim Transfer (as applicable) and (ii) the other assets specified on Schedule 2.1 to this Agreement related to that portion of the Business being transferred to Federated at such Closing or upon such Interim Transfer (the assets described in the preceding clauses (i) and (ii) each being an “Acquired Asset” and collectively, the “Acquired Assets”). For the avoidance of doubt, the Acquired Assets being transferred to Federated at any Closing or upon any Interim Transfer shall not include any assets constituting property, plant or equipment, or trademarks, trade names, company names or web-site domain names (collectively, “Retained Assets”) or any Shared Use Asset, but shall otherwise include all assets used to operate the portion of the Business being transferred, except, until the Final Closing Date, as contemplated in the definition of Permitted Liens in Section 1.1 above.
(b) Each such sale, transfer, conveyance, assignment and delivery described in this Section 2.1 shall be made to Federated free and clear of any Liens (except for Permitted Liens).
Sale and Purchase of the Acquired Assets. (a) Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained in this Agreement, on the Closing Date, Seller will sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser will acquire, accept and receive from Seller, for the Purchase Price and in the manner herein below provided, all of Seller's rights, title and interests in and to all of the Acquired Assets.
(b) The aggregate purchase price, in consideration of the sale, assignment, conveyance, transfer and delivery of the Acquired Assets to Purchaser shall be the price as calculated pursuant to SECTION 2.4 hereof plus the assumption of the Assumed Liabilities.
Sale and Purchase of the Acquired Assets. (a) At the First Closing, the Interim Closing and at the Final Closing, the Applicable Seller Parties shall sell, transfer, convey, assign and deliver to Federated (or its designated Affiliates), and Federated (or its designated Affiliates) shall purchase or acquire from such Applicable Seller Parties, the applicable portion of the Business encompassing the assets specified on Schedule 2.1 to this Agreement being transferred to Federated (or its designated Affiliates) at such Closing (each such asset being an “Acquired Asset” and, collectively, the “Acquired Assets”).
(b) Each such sale, transfer, conveyance, assignment and delivery shall be made to Federated (or its designated Affiliates) free and clear of any Liens to or on each Closing Date (except for Permitted Liens).
Sale and Purchase of the Acquired Assets. At Closing, the Adviser shall sell, transfer, convey, assign and deliver to Federated (or to any Affiliates of Federated designated by Federated), and Federated (through its designated Affiliates) shall purchase or acquire from the Adviser, all right, title and interest of the Adviser in and to (a) all goodwill of the Adviser related to the Business and (b) the other assets specified on Schedule 2.1 to this Agreement (the assets described in the preceding clauses (a) and (b) are referred to collectively as the “Acquired Assets”), in each case free and clear of all Encumbrances.
Sale and Purchase of the Acquired Assets. On the terms and subject to the conditions of this Agreement, and pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the assets, rights and properties listed and described in this Section 1.1, existing and owned by Seller as of the date of this Agreement (collectively, the "Acquired Assets"), excepting, however, (i) those assets, rights and properties described as Retained Assets in Section 1.2 of this Agreement and (ii) any assets, rights and properties sold, conveyed, assigned, transferred, consumed or disposed of by Seller prior to the Closing in the ordinary course of business consistent with Section 9.1(a) of this Agreement whether or not listed on any Exhibit or Schedule to this Agreement. The Acquired Assets shall, however, include any assets, rights and properties used in the operation of the Business in the categories set forth below in this Section 1.1 which are acquired by Seller prior to the Closing whether or not listed on any Exhibit or Schedule to this Agreement. The Acquired Assets shall be the following (except as aforesaid):
(a) The real property interest in and to the various parcels of land described in Schedule 1.1
(a) to this Agreement, together with (i) all buildings, fixtures, structures, parking
Sale and Purchase of the Acquired Assets. 1.1 Sale of the Acquired Assets. At the Closing, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, the Shareholder shall sell to AMRES Holding and AMRES Holding shall purchase from the Shareholder, all of the Acquired Assets.
Sale and Purchase of the Acquired Assets. At the Closing (as defined below), on the terms and subject to the conditions of this Agreement, Seller shall sell and Buyer shall purchase all of the Acquired Assets for the sum of $5 million to be paid at the Closing by wire transfer to an account designated by Seller.
Sale and Purchase of the Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, all of the Seller's right, title to and interest in and to the assets and properties used or held for use in the conduct of the Business (the "Acquired Assets"), except as provided in Section 2.02, including, without limitation:
(a) all Leased Real Property, including, without limitation, the Leased Real Property listed in Section 2.01(a) of the Disclosure Schedule;
(b) all items of tangible personal property owned by the Seller and used in connection with the Business, including, without limitation, buildings, facilities, furniture, fixtures, leasehold and other improvements, equipment, machinery, materials, supplies, motor vehicles, and inventory listed in Section 2.01(b) of the Disclosure Schedule, or acquired by the Seller after the date of such Schedule and on or before the Closing Date without breach of this Agreement (collectively, the "Tangible Property");
(c) all contracts, agreements, commitments, understandings, purchase orders, sales orders, leases, documents and instruments to which the Seller is a party and which relate to the Business, including, without limitation, those listed in Section 2.01(c) of the Disclosure Schedule, or entered into by the Seller after the date of such Schedule and on or before the Closing Date without breach of this Agreement (collectively, the "Commitments");
(d) all trademarks, trademark rights, trade names, trade name rights, patents, patent rights, inventions, copyrights, service marks, all registrations and applications pending therefor, trade secrets, know-how, designs, marketing materials, slogans, processes and operating rights, in each case, owned or possessed by the Seller and used in connection with the Business, including, without limitation, those listed in Section 2.01(d) of the Disclosure Schedule, or acquired by the Seller or coming into existence after the date of such Schedule and on or before the Closing Date without breach of this Agreement (collectively, the "Proprietary Rights");
(e) all licenses granted by or to the Seller in connection with the Business and all other agreements to which the Seller is a party which relate to any items described in Section 2.01(d), including, without limitation, those listed in Section 2.01(e) of the Disclosure Schedule, or granted by ...
