Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date the Company and Alchem (to the extent Alchem immediately prior to the Closing owns any portion of the Intellectual Property Assets) will sell, convey, transfer, assign and deliver to Buyer all of the Company's right, title and interest in and to all of the assets, rights, properties and goodwill of the Company (including without limitation the Marks and Patents to be transferred by Alchem to the Company prior to the Closing) of every kind and description, wherever located, used in or relating to the Business other than the assets and property listed on Schedule 2.1 (the "Excluded Assets")(the assets, rights, properties and goodwill so acquired, the "Acquired Assets"). The Acquired Assets include, without limitation, the following assets, rights, properties and goodwill of the Company (unless they are Excluded Assets):
(a) all real property, leaseholds and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenances thereto, including, without limitation, the real property (including all buildings, improvements and structures located thereon and all rights, privileges, easements and appurtenances thereto) located at Independence, Virginia and Huntersville, North Carolina described on Schedule 2.1(a) (the "Owned Property");
(b) all tangible personal property, including, without limitation, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment, and computer equipment (including software);
(c) all inventory, including without limitation, raw materials, work-in process, finished goods, packaging materials, spare parts and supplies;
(d) all Intellectual Property Assets, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringement thereof, and rights to protection of interests therein under the laws of all jurisdictions;
(e) the Contracts listed on Schedule 2.1(e), Applicable Contracts that involve the performance of services or delivery of goods or materials by one or more of the Company and its Subsidiaries entered into in the Ordinary Course of Business, and such Contracts entered into by the Company after the date of this Agreement and prior to the Closing Date as Buyer expressly elects to acquire at Closing by written addendum to this Agreement;
(f) all Governmental Authorizations, franchises, a...
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Subsidiary, all of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:
(a) the North America Navigator Platforms;
(b) the North America Intellectual Property;
(c) the Assigned Contracts;
(d) the Canadian Lease;
(e) all tangible personal property, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicles, used, held for use or intended to be used to conduct the North America Business whether or not located at the Canadian Leased Property (including any and all Motorola or Scientific Atlanta equipment), except as otherwise provided in Section 2.2(j);
(f) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the North America Business;
(g) except as provided in Section 2.2(l), all books and records (other than Tax records), relating to the North America Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Seller or the Canadian Subsidiary or their other Subsidiaries in, or that arise out of, the operation of the North America Business or the Transferred Assets (the “Records”);
(h) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related to the Transferred Assets or the North America Business and the Employee Receivables;
(i) all causes of action, claims and rights against third parties that relate to the Transferred Assets or the North America Business other ...
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date Seller will sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred assigned and delivered) to Buyer all of Seller's right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller used in the operations of the Business, as the same shall exist on the Closing Date (collectively, the "Assets"), except: (i) that the transfer and license of Intellectual Property shall be governed solely by the Intellectual Property Agreement and not by this Section 2.1; (ii) certain assets used jointly in the Business and in other business activities of Seller shall not be transferred to Buyer and (iii) no interest in real estate shall be transferred except as provided herein and in the Lease Agreement. Subject to the terms and conditions of this Agreement, on the Closing Date, Purchaser will purchase, acquire and accept from Seller all of Seller's right, title and interest in and to the Assets. The Assets include, but are not limited to, the following:
(a) all tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment and computer equipment, set forth on Schedule 2.1(a) (collectively, the "Equipment");
(b) all inventory, including without limitation, production stock, raw materials, work-in-process, finished goods, spare parts and supplies relating to the Business, including (in the case of any of the foregoing purchased in common for the Business and other operations of Seller) a pro rata allocation of such items based on requirements at the time of procurement of the Business and Seller's other business operations, including but not limited to requirements to support: (i) on-going production; (ii) anticipated manufacturing usage or mortality; (iii) advance purchases to protect contract delivery schedule; or (iv) product line production and market strategies;
(c) all Assigned Contracts, including but not limited to all Contracts listed on Schedule 4.6, but not including any employee collective bargaining agreement or other contract with any labor union covering Business Employees;
(d) all transferable licenses, permits, approvals and authorizations by any Governmental Authority listed on Schedule 2.1(d);
(e) all bids, quotations and proposals for Contracts, whether oral or written, to the extent...
Sale and Transfer of the Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing:
(a) Purchaser 1 shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Seller and its Subsidiaries, and Seller shall (and shall cause its Subsidiaries to) sell, transfer, assign, convey and deliver to Purchaser 1(or its designated Affiliate or Affiliates) all of Seller’s and its Subsidiaries’ right, title and interest in and to all assets, properties, contractual rights, goodwill, going concern value rights and claims necessary for the operation of the Sale Business together with the services to be provided under the Transition Services Agreement (other than (A) the Excluded Assets and (B) those assets transferred to Purchaser 2 pursuant to Sections 2.1(b) and (c)), free and clear of all Liens, except for Permitted Liens, (collectively the “P1 Transferred Assets”) including without limitation:
(i) all Inventory;
(ii) all rights of Seller and its Subsidiaries under the P1 Assigned Contracts, including all claims or causes of action of Seller or its Subsidiaries with respect to the P1 Assigned Contracts;
(iii) the Sale Business Intellectual Property and the Sale Business Technology listed on Schedule 2.1(a)(iii);
(iv) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority necessary for the conduct of the Sale Business, including those set forth on Schedule 2.1(a)(iv);
(v) except as provided in Section 2.2(h), all books and records (other than Tax records, copies of which shall be provided to Purchaser 1 as reasonably requested), relating to the Sale Business or any P1 Transferred Asset, including all Documents and, to the extent permitted by Applicable Law, employment records relating to the applicable Transferred Employees and files and other information and/or data necessary for the conduct of the Sale Business;
(vi) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits (including customer deposits), or portions thereof, arising out of or related to any P1 Transferred Asset or the Sale Business;
(vii) all causes of action, claims and rights against third parties that relate to any P1 Transferred Asset or the Sale Business, including the right to xxx and recover for past infringements of any rights under the Sale Business Intellectual Property and all warranties and guaranties received...
Sale and Transfer of the Assets. In consideration of the assumption by Buyer of liabilities as contemplated by Section 1.3, USN Corp agrees to sell, convey, transfer, assign, quitclaim and deliver to Buyer on the date hereof (the "EFFECTIVE DATE") all of its right, title and interest in and to the assets specifically set forth on Exhibit 1, as well as the following assets of USN Corp, in each case to the extent specifically and solely used by USN Corp in its operation of the Stores (collectively, the "ASSETS"):
(a) all of the computer software licenses, including but not limited to the Retail Pro and Great Plains Accounting systems;
(b) all leases for real property and additional vendor and employee contracts listed on Schedule 1.1
(a) (collectively, the "ASSIGNED CONTRACTS");
(c) any intellectual property including but not limited to the "Impostors"; "Elegant Pretenders" and "Joli-Joli" trademarks, logos, web addresses; (including xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx), signage, stationary, described on Schedule 1.1(b);
Sale and Transfer of the Assets. Subject to the terms and conditions set forth in this Agreement, Seller will, at Closing, Transfer to Buyer, and Buyer will purchase from Seller, all assets, rights, properties and interests (other than the Retained Assets) owned by Seller or used or held for use in connection with, or that relate to, the Business (“Assets”) including, without limitation, the following:
(a) all Real Property, together with all interests in shares of the capital stock of Midway Irrigation Company;
(b) the motor vehicles listed or described in Schedule 2.1(b) and any other motor vehicles owned by PFFC or HVFH (“Motor Vehicles”);
(c) all Personal Property;
(d) all Merchandise Inventory;
(e) all (i) Preneed Agreements, (ii) interests in life insurance policies or annuity contracts related to Preneed Agreements, (iii) rights to life insurance policy or annuity contract proceeds related to Preneed Agreements, (iv) Merchandise and Service Trusts, (v) endowment care trusts, and (vi) other Assumed Contracts;
(f) all accounts receivable of Seller relating to the conduct of the Business outstanding at the Effective Time;
(g) all Permits and Existing Permits;
(h) all (i) goodwill associated with the Business, (ii) Intellectual Property Rights, and (iii) other information relating to the carrying on of the Business, and all other rights used in connection with the Business;
(i) all of the Business’ rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of the Assets or the Business, including, without limitation, all interests in and rights to claims under insurance policies and insurance contracts and claims thereunder;
(j) all documents, records, files and reports whether written, printed or electronically stored, related to the Business or the Assets, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), ...
Sale and Transfer of the Assets. Buyer will purchase from the Company, and the Company will sell, assign, transfer, convey and deliver (“Transfer”), free and clear of all Liens, whether legal or equitable, to Buyer and Buyer will purchase and accept from the Company on the terms and subject to the conditions hereinafter set forth, all of the assets, properties, rights and interests in the Business to the extent existing as of the Effective Date (all of such assets, properties, rights and interests being hereinafter collectively referred to as the “Assets”).
Sale and Transfer of the Assets. Upon the terms and conditions set forth in this Agreement, Sobi hereby sells and transfers and assigns to IPC as of the Effective Date, and IPC hereby purchases, assumes and takes over, as of such date, all of Sobi’s right, title and interest in and to all of the Assets. Subject to Section 6.2, (i) IPC shall as per the Effective Date assume all revenues, costs, debts, liabilities, rights and obligations under the Assignable Third Party Contracts and expenses pertaining to the Assets that accrue on or after the Effective Date, including any future development or Patent costs; and (ii) Sobi shall remain responsible for all revenues, costs, debts, liabilities, rights and obligations under the Assignable Third Party Contracts and expenses pertaining to the Assets that accrued prior to the Effective Date. Sobi further grants to IPC a non-exclusive, perpetual, irrevocable and fully paid up license, with the right to grant sub-licenses, under Sobi’s rights to the Strain and Plasmid Technologies specified in Schedule 8, as they exist on the Effective Date, for use solely in the Field.
Sale and Transfer of the Assets. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, Seller will sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) to Buyer all of Seller’s right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller used in the operation of the Business, wherever such assets are located (collectively, the “Assets”). The Assets include, but are not limited to, with respect to each Seller, the following:
(a) all tangible personal property, including, without limitation, all furniture, equipment, computers, computer files, software and other items of personal property used solely in connection with the Business;
(b) copies of all books and records related to the Business (other than Tax records not related to the Business) or portions thereof relating to and necessary for the operation of the Business, sales literature, product information, employment records related to the period of time in which Seller employees were employed by Seller, and copies of such other records, files and all other information and/or data related to or used by Seller in connection with the Assets and the operation of the Business reasonably required by Buyer;
(c) copies of all operating data and records of Seller relating to the Business, including, without limitation, client lists and records, operating guides and manuals, correspondence and other similar documents and records;
(d) all other intangible rights that relate to the Business and all goodwill appurtenant to the foregoing, including phone numbers.
Sale and Transfer of the Assets. On and subject to the terms and conditions set forth hereunder, upon the execution hereof, Transferor hereby sells, transfers, conveys, assigns and delivers to Transferee, and Transferee purchases and assumes from Transferor, all of Transferor’s rights, title and interest in or to the Assets as of the date hereof, free and clear of all Liabilities and Encumbrances.
