Common use of Sale and Purchase of the Purchased Assets Clause in Contracts

Sale and Purchase of the Purchased Assets. At the Closing, Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's assets, properties and business of every kind, nature and description, wherever located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in its books or financial statements, except as set forth below and except those assets specifically excluded pursuant to Section 1.2 or set forth on Schedule 1.2. This sale and purchase transaction is subject to the conditions described in Article II. The properties, business, goodwill and assets of Seller to be sold and transferred to Buyer hereunder (collectively, the "PURCHASED ASSETS") shall include the following: (A) That portion of the Real Property, as is more particularly described on Schedule 1.1(a), as is designated in writing by Buyer to Seller not later than March 31, 2004; (B) All of Seller's machinery, equipment, components, parts, tooling, tools, dies, jigs, spare parts, supplies and materials; (C) All of Seller's inventories of raw materials, work-in-process, parts, subassemblies and finished goods, and all other materials and supplies to be used or consumed by Seller in the production of finished goods, wherever located and whether or not obsolete or carried on Seller's books of account; (D) All of Seller's other tangible personal property, including office furniture, office equipment and supplies, leasehold improvements, vehicles and computers; (E) All of Seller's advance payments, rental deposits, prepaid items, claims, deferred charges, rights of offset and credits and claims for refund, in each case with respect to the Purchased Assets; (F) All notes and accounts receivable and other rights to payments from customers of Seller, including trade accounts receivable from goods shipped, products sold or services rendered, and the full benefit of all security for such accounts or rights to payment; (G) All of Seller's books, records, manuals, documents, books of account, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client and customer lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel records in each case with respect to the Purchased Assets and/or the Transferred Employees, as the case may be; (H) All of Seller's rights under Contracts identified on Schedule 1.1(h) and all outstanding offers and solicitations made to or by Seller identified on Schedule 1.1(h) to the extent such Contracts, offers and solicitations are designated in writing by Buyer to Seller not later than March 31, 2004, and those Contracts, offers and solicitations made or entered into by Seller in the ordinary course after the date hereof and prior to the Closing Date; (I) All of Seller's intangible rights and property, including goodwill and rights in and to the name "J&L Specialty Steel" and in any other tradename, trademark, fictitious name or service mark, or any variant of any of them, and any applications therefor or xxxistrations thereof, and any other forms of Intellectual Property, and all of Seller's research related to the Business conducted by Seller, all of Seller's development facilities and inventions and work-in-process or a part thereof, and all rights to Seller's Software, telephone numbers, facsimile numbers, e-mail addresses, Internet sites, Internet addresses and domain names thereof and other listings; (J) All of the Governmental Authorizations and all pending applications for issuance or renewal thereof to the extent that they may be legally transferred by agreement; (K) All rights to proceeds from Seller's insurance policies after the Closing Date for events occurring prior to the Closing Date, to the extent arising from or relating to the Purchased Assets or the Assumed Liabilities and otherwise not arising from or relating to the Seller Liabilities. (L) All of Seller's assets, other than Retained Assets, not otherwise identified above that are employed by Seller in connection with the Business; and (M) All of Seller's choses in action, causes of action and judgments, all express and implied warranties and all existing and inchoate claims, rights and remedies related to any of the foregoing or the Assumed Liabilities, other than choses in action, causes of action and judgments, express and implied warranties and existing and inchoate claims, rights and remedies against Affiliates of Seller (excluding the Receivables payable to Seller by Affiliates of Seller included in Net Working Capital), which shall be Retained Assets.

Sale and Purchase of the Purchased Assets. At Subject to the terms and conditions set forth herein, at the Closing, except for the Excluded Assets set forth in Section 1.2, the Seller shall sell (and transfer the Parent shall cause the Seller to) sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all Encumbrances other than Permitted Encumbrances(as defined below), all of the Seller's ’s right, title and interest in, to and under the following assets, properties properties, rights and business of every kindinterests, nature and description, wherever located and whether real, personal or mixed, tangible or intangibleintangible (including goodwill), in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or wherever located (collectively, the “Purchased Assets”): (a) all of the assets, properties and rights of the Seller reflected on the most recent balance sheet contained in the Financial Information (as defined in Section 3.6(a)), as modified or specifically referred to in its books or financial statementschanged between the date of such balance sheet and the Closing without violation of the provisions of Section 3.5; (b) all Cash (as defined below) of the Seller; (c) all bank accounts of the Seller, except as set forth below and except those assets specifically excluded pursuant to Section 1.2 or including the bank accounts set forth on Schedule 1.2. This sale 1.1(c) but excluding the Excluded Seller Bank Account, and purchase transaction is subject to the conditions described in Article II. The properties, business, goodwill all cash and assets of Seller to be sold and transferred to Buyer hereunder (collectively, the "PURCHASED ASSETS") shall include the following: (A) That portion cash equivalents therein as of the Real Property, as is more particularly described on Schedule 1.1(a), as is designated in writing by Buyer to Seller not later than March 31, 2004Closing; (Bd) All all accounts and notes receivable of Seller's machinerythe Seller and all right to collect insurance commissions, equipmentservice fees and other commissions, componentsfees or other compensation paid, partspayable or due to the Seller (including all refunds, toolingcontingent commissions or similar compensation from insurance underwriters, tools, dies, jigs, spare parts, supplies and materialscarriers or otherwise); (Ce) All of Seller's inventories of raw materialsall Contracts (as defined in Section 3.13(a)) to which the Seller is a party (other than this Agreement, work-in-processthe agreements executed pursuant hereto, partsthe Excluded Contracts and any other Contract that constitutes an Excluded Asset or Excluded Liability hereunder) (the “Assigned Contracts”), subassemblies and finished goodsincluding without limitation, and all other materials and supplies to be used or consumed by Seller in the production of finished goodsContracts with insurance carriers, wherever located and whether or not obsolete or carried on Seller's books of accountclients and/or customers; (Df) All all customer and client relationships of Seller's other tangible personal propertythe Business, including office furnitureincluding, office equipment without limitation, all Client Accounts (as defined in Section 3.18(b)), and suppliesthe expiration and renewal rights associated therewith, leasehold improvements, vehicles all client lists and computersall information and books and records associated with or regarding such relationships and Client Accounts; (Eg) All all Intellectual Property (as defined in Section 3.9(a)) that is used in or necessary for the conduct by the Seller of Seller's advance paymentsthe Business, rental depositsincluding, prepaid itemswithout limitation, claimsthe “SDN Insurance” trade name, deferred chargesor any variation thereof, rights of offset domain names, websites, email addresses, social media accounts and credits and claims for refundphone numbers, in each case with respect to but excluding the Purchased Excluded Intellectual Property Assets (the “Assigned Intellectual Property Assets”); (Fh) All notes and accounts receivable and other rights to payments from customers all inventories of Seller, including trade accounts receivable from goods shipped, products sold or services rendered, and the full benefit of all security for such accounts or rights to payment; (G) All of Seller's books, records, manuals, documents, books of account, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client and customer lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel records in each case with respect to the Purchased Assets and/or the Transferred Employees, as the case may be; (H) All of Seller's rights under Contracts identified on Schedule 1.1(h) and all outstanding offers and solicitations made to or by Seller identified on Schedule 1.1(h) to the extent such Contracts, offers and solicitations are designated in writing by Buyer to Seller not later than March 31, 2004, and those Contracts, offers and solicitations made or entered into by Seller in the ordinary course after the date hereof and prior to the Closing Date; (I) All of Seller's intangible rights and property, including goodwill and rights in and to the name "J&L Specialty Steel" and in any other tradename, trademark, fictitious name or service mark, or any variant of any of them, and any applications therefor or xxxistrations thereof, and any other forms of Intellectual Property, and all of Seller's research related to the Business conducted by Seller, all of Seller's development facilities and inventions and work-in-process and active job orders which are used or a part thereofheld for use by the Seller; (i) all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers, telephones and other tangible personal property of the Seller, including as set forth on Schedule 1.1(i) (the “Tangible Personal Property”); (j) all Permits (as defined in Section 3.20(a)), but only to the extent such Permits may be transferred under applicable Law; (k) all present and future rights, claims (including insurance and indemnity claims), counterclaims, demands, other Actions (as defined in Section 3.8), warranties, causes of action, choses in action and rights of recovery or refund or reimbursement or set-off, of whatever nature, and all rights rights, proceeds and benefits arising therefrom or relating thereto, in each case, solely to Seller's Softwarethe extent arising from or relating to the Business, telephone numbersthe Purchased Assets or the Assumed Liabilities, facsimile numbers, e-mail addresses, Internet sites, Internet addresses and domain names thereof and other listingsbut excluding any of the foregoing that constitute Excluded Liabilities; (Jl) All of the Governmental Authorizations all prepaid expenses, credits, advance payments, claims, security, refunds, deposits, charges, sums and all pending applications for issuance or renewal thereof fees, in each case to the extent that they may be legally transferred by agreementarising from or relating to the Business; (Km) All rights subject to proceeds from Seller's insurance policies after the Closing Date for events occurring prior Section 1.9, except to the Closing Dateextent prohibited by applicable Law or constituting Excluded Attorney Work Product (as defined below), all books, records, ledgers, logs, documentation, correspondence, lists, specifications, reports, manuals, surveys and files or other similar materials and information (including all sales, marketing and promotional literature or materials, lists of current and prospective customers, suppliers, distributors, dealers and sales representatives, lists of prospects, lists of other purchasers of goods and services, business plans and marketing plans, market research, records of operation, product lists and databases, engineering and production files, standard forms of documents, manuals of operations or business procedures, employee training materials and similar materials), whether in paper, electronic or other form, in each case, to the extent arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities and otherwise Liabilities, but excluding personnel records that may not arising from or relating be transferred to the Seller Liabilities.Buyer under applicable Law; (Ln) All of Seller's all assets, other than Retained Assetsproperties, not otherwise identified above that are employed by Seller in connection rights and interests set forth on Schedule 1.1(n); (o) goodwill associated with the BusinessBusiness or any of the assets described in the foregoing clauses; and (Mp) All all other assets and properties of every kind and nature owned or held by the Seller's choses , used or usable in action, causes of action and judgments, all express and implied warranties and all existing and inchoate claims, rights and remedies related to any of the foregoing or the Assumed Liabilities, other than choses in action, causes of action and judgments, express and implied warranties and existing and inchoate claims, rights and remedies against Affiliates of Seller (excluding the Receivables payable to Seller by Affiliates of Seller included in Net Working Capital), which shall be Retained AssetsBusiness.

Sale and Purchase of the Purchased Assets. At (a) Subject to the terms and conditions of this Agreement, including Section 2.2(b), at the Closing, the Seller shall sell sell, convey, assign, transfer and transfer deliver, or cause to Buyerbe sold, conveyed, assigned, transferred and delivered, to the Purchaser, and Buyer the Purchaser shall purchase from the Seller, free and clear of all Encumbrances Liens, other than Permitted EncumbrancesLiens, all right, title and interest of Seller's assets, properties the Seller in and business of every kind, nature and description, wherever located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in its books or financial statements, except as set forth below and except those assets specifically excluded pursuant to Section 1.2 or set forth on Schedule 1.2. This sale and purchase transaction is subject to the conditions described in Article II. The properties, business, goodwill and following assets of Seller to be sold and transferred to Buyer hereunder (collectively, the "PURCHASED ASSETS") shall include the following:“Purchased Assets”): (Ai) That portion of the Real Seller Owned Intellectual Property, as is more particularly described on Schedule 1.1(a), as is designated in writing by Buyer to Seller not later than March 31, 2004; (Bii) All of Seller's machinery, equipment, components, parts, tooling, tools, dies, jigs, spare parts, supplies and materialsthe Seller Licensed Intellectual Property; (Ciii) All of Seller's inventories of raw materials, work-in-process, parts, subassemblies the Hardware and finished goods, IT Assets and all other materials rights of and supplies benefits accruing to be used or consumed by the Seller in under the production of finished goods, wherever located Hardware and whether or not obsolete or carried on Seller's books of accountIT Asset Leases; (Div) All of Seller's other tangible personal propertythe Assumed Contracts, including office furniture, office equipment all rights of and supplies, leasehold improvements, vehicles and computersbenefits accruing to the Seller under all Assumed Contracts; (Ev) All the Real Property Leases and all improvements to the Leased Real Property owned by the Seller, including all rights of and benefits accruing to the Seller thereunder; (vi) the Personal Property and all rights of and benefits accruing to the Seller under the Personal Property Leases; (vii) all books, records, policies, procedures, manuals, process documentation and portfolio analysis and other documentation, forms (including maintenance and support records and audit records), system specifications, scripts, logs, programmer notes, databases, electronic mail records, backup tapes and other materials of any kind, whether in print or electronic form, of the Seller relating to the operation and conduct of the Business or the operation, support and maintenance of the PMI Platform, but excluding those official records and privileged materials expressly contemplated by Section 2.2(b)(vi) and Section 2.2(b)(vii); (viii) all data (except solely for NPI data contemplated by Section 2.2(b)(v), but subject to Section 6.1(h)) with respect to PMAC’s and the Seller's advance payments, rental deposits, prepaid items, ’s legacy book and historical business or otherwise contained or comprising any of the other Purchased Assets. (ix) all insurance claims, deferred chargesbenefits and rights thereunder to the extent arising from or related to the Purchased Assets or the Assumed Liabilities; and (x) all rights relating to deposits and prepaid expenses, claims for refunds and rights of offset and credits and claims for refundin respect thereof, in each case with respect to the Purchased Assets; (F) All notes and accounts receivable and other rights to payments from customers of Seller, including trade accounts receivable from goods shipped, products sold or services rendered, and the full benefit of all security for such accounts or rights to payment; (G) All of Seller's books, records, manuals, documents, books of account, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client and customer lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel records in each case with respect to the Purchased Assets and/or the Transferred Employees, as the case may be; (H) All of Seller's rights under Contracts identified on Schedule 1.1(h) and all outstanding offers and solicitations made to or by Seller identified on Schedule 1.1(h) to the extent such Contracts, offers and solicitations are designated in writing by Buyer to Seller not later than March 31, 2004, and those Contracts, offers and solicitations made or entered into by Seller in the ordinary course after the date hereof and prior to the Closing Date; (I) All of Seller's intangible rights and property, including goodwill and rights in and to the name "J&L Specialty Steel" and in any other tradename, trademark, fictitious name or service mark, or any variant of any of them, and any applications therefor or xxxistrations thereof, and any other forms of Intellectual Property, and all of Seller's research related to the Business conducted by Seller, all of Seller's development facilities and inventions and work-in-process or a part thereof, and all rights to Seller's Software, telephone numbers, facsimile numbers, e-mail addresses, Internet sites, Internet addresses and domain names thereof and other listings; (J) All of the Governmental Authorizations and all pending applications for issuance or renewal thereof to the extent that they may be legally transferred by agreement; (K) All rights to proceeds from Seller's insurance policies after the Closing Date for events occurring prior to the Closing Date, to the extent arising from or relating to the Purchased Assets or the Assumed Liabilities Liabilities. To the extent that any Party discovers, within 120 days following the Closing Date, that there were assets, including Contracts, of the Seller that all Parties intended to fall within the definition of Purchased Assets, but that were not transferred or assigned at Closing, the Seller, using commercially reasonable efforts, shall promptly assign and otherwise not arising from or relating transfer to the Seller LiabilitiesPurchaser all right, title and interest in such assets for no additional consideration. (L) All of Seller's assets, other than Retained Assets, not otherwise identified above that are employed by Seller in connection with the Business; and (M) All of Seller's choses in action, causes of action and judgments, all express and implied warranties and all existing and inchoate claims, rights and remedies related to any of the foregoing or the Assumed Liabilities, other than choses in action, causes of action and judgments, express and implied warranties and existing and inchoate claims, rights and remedies against Affiliates of Seller (excluding the Receivables payable to Seller by Affiliates of Seller included in Net Working Capital), which shall be Retained Assets.

Sale and Purchase of the Purchased Assets. At Subject to the terms and conditions set forth in this Agreement, and in reliance upon the covenants, agreements, representations and warranties contained herein, at the Closing, Seller shall sell (i) Canadian Buyer is purchasing and transfer to Buyeracquiring from KAS, and Buyer shall purchase from SellerKAS is selling, assigning, transferring, conveying and delivering to Canadian Buyer, free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller's KAS in the Purchased Shares (including, for the avoidance of doubt, all underlying assets, properties rights, liabilities, commitments and business obligations of every kindKNAC LTD) and (ii) KNAC INC is selling, nature assigning, transferring, conveying and descriptiondelivering to US Buyer, wherever located free and whether realclear of all Encumbrances, personal or mixedall right, tangible or intangibletitle and interest of KNAC INC in and to the following assets (as they are existing as at the Effective Time, in electronic form or otherwise, but subject to Section 4.05 and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in its books or financial statements, except as the other representations and warranties of Sellers set forth below and except those assets specifically excluded pursuant to Section 1.2 or set forth on Schedule 1.2. This sale and purchase transaction is subject to the conditions described in Article II. The properties, business, goodwill and assets of Seller to be sold and transferred to Buyer hereunder IV) (collectively, the "PURCHASED ASSETS") shall include the following:“Purchased Assets”): (Aa) That portion all trade accounts receivable for the provision of the Real Property, as is more particularly described on Schedule 1.1(a), as is designated in writing goods or services by Buyer to Seller not later than March 31, 2004KNAC INC; (Bb) All all of Seller's machinery, equipment, components, parts, tooling, tools, dies, jigs, spare parts, supplies and materials; KNAC INC’s inventories (C) All of Seller's inventories of including all raw materials, work-in-process, parts, subassemblies process and finished goods, and all other materials and supplies to be used or consumed by Seller in the production of finished goods, wherever located and whether or not obsolete or carried on Seller's books of account); (Dc) All all of Seller's KNAC INC’s machinery, equipment, tools, shelving, spare parts, trade fixtures, vehicles (whether titled or untitled), furniture, furnishings, leasehold improvements, telephones, computers and other tangible personal property, including office furniturewithout limitation, office equipment and supplies, leasehold improvements, vehicles and computersas such is described or listed on Schedule 1.01(c) attached hereto; (Ed) All all rights and benefits under the Contracts and tenders or bids for Contracts, which are listed on Schedule 1.01(d) attached hereto, including all supporting documentation, work papers, rights with respect to subcontractor bids, and the like (collectively, the “Assumed Contracts”); (e) [INTENTIONALLY OMITTED]; (f) all rights and benefits under the leases listed on Schedule 1.01(f) attached hereto (collectively, the “Assumed Leases”); (g) all cash and cash equivalents (including obligations of Seller's advance paymentsthe U.S. Government) on hand, rental depositsin banks or wherever located, prepaid itemscertificates of deposit and commercial paper; (h) all of KNAC INC’s Intellectual Property Rights; (i) any prepayments and deposits received from customers prior to Closing and the rights to receive any prepayments received or receivable subsequent to Closing; (j) all rights (including indemnification) and choses in action (i) against third parties which affect the use of, claimsor title to, deferred chargesany of the Purchased Assets and/or Assumed Liabilities, arising before or after the Closing, or (ii) which may be asserted as counterclaims, rights of offset and credits and claims for refund, setoff or defenses in each case with respect any action brought by a third party against US Buyer which relate to the Purchased Assetsforegoing matters; (Fk) All notes and accounts receivable and other all rights pursuant to payments from customers of Sellerany express or implied warranties, including trade accounts receivable from representations or guarantees made by suppliers or vendors furnishing goods shipped, products sold or services rendered, and that comprise part of the full benefit of all security for such accounts or rights to paymentPurchased Assets and/or Assumed Liabilities; (Gl) All of Seller's books, records, manuals, documents, all books of account, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client and customer lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel records in each case with respect relating to the Purchased Assets and/or the Transferred EmployeesAssumed Liabilities, as the case including customer lists, payment histories, price lists, discount schedules, sales and marketing files, promotional materials, artwork and packaging, product files, purchasing records, supplier lists, sales and service records, technical manuals, operating guides and handbooks, personnel records and other books and records (it being agreed that Sellers may beretain copies thereof); (Hm) All of Seller's rights under Contracts identified on Schedule 1.1(h) and all outstanding offers and solicitations made to or by Seller identified on Schedule 1.1(h) to the extent such Contracts, offers and solicitations are designated in writing by Buyer to Seller not later than March 31, 2004, and those Contracts, offers and solicitations made or entered into by Seller in the ordinary course after the date hereof and prior to the Closing Dategoodwill; (In) All of Seller's intangible all rights and property, including goodwill and rights in and benefits pertaining to the name "J&L Specialty Steel" and in any other tradename, trademark, fictitious name or service mark, or any variant of any of them, and any applications therefor or xxxistrations thereof, and any other forms of Intellectual Property, and all of Seller's research related to the Business conducted by Seller, all of Seller's development facilities and inventions and work-in-process or a part thereof, and all rights to Seller's Software, telephone numbers, facsimile numbers, e-mail addresses, Internet sites, Internet addresses and domain names thereof and other listings;Focus software (including source code); and (Jo) All of the Governmental Authorizations and all pending applications for issuance or renewal thereof to the extent that they may be legally transferred by agreement; (K) All rights to proceeds from Seller's insurance policies after the Closing Date for events occurring prior to the Closing Date, to the extent arising from or relating to the Purchased Assets or the Assumed Liabilities and otherwise not arising from or relating to the Seller Liabilities. (L) All of Seller's other assets, other than Retained Assets, not otherwise identified above that are employed by Seller rights and property used in connection with the Business; and (M) All of Seller's choses in action, causes of action and judgments, all express and implied warranties and all existing and inchoate claims, rights and remedies related to any of the foregoing or the Assumed Liabilities, Business other than choses in action, causes of action and judgments, express and implied warranties and existing and inchoate claims, rights and remedies against Affiliates of Seller the Excluded Assets (excluding the Receivables payable to Seller by Affiliates of Seller included in Net Working Capitalas defined below), which shall be Retained Assets.