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, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any Governmental Body; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files and all other information and/or data; (h) all accounts and other receivables; (i) all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, including without limitation the actions listed on Schedule 2.1 (i); (j) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; and (k) all warranties and guaranties received from vendors, suppliers or manufacturers.
Appears in 1 contract
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date the Company and Alchem (Seller agrees to the extent Alchem immediately prior to the Closing owns any portion of the Intellectual Property Assets) will sell, transfer, convey, transfer, assign and deliver to Buyer and Xxxxx agrees to purchase at Closing (as hereinafter defined) all of the Company's Seller’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) assets of every kind and description, wherever locatedwhether real, used in personal or relating to the Business mixed, whether tangible and intangible, other than the assets Excluded Assets (as hereinafter defined), owned, leased or licensed by Seller, and property listed on Schedule 2.1 located at or held or used in connection with the business or operations of the Businesses, including the following items (the "Excluded Assets")(the assets, rights, properties and goodwill so acquiredcollectively, the "Acquired “Assets"”). The Acquired Assets include, without limitation, the following assets, rights, properties free and goodwill clear of the Company any and all Encumbrances (unless they are Excluded Assetsas hereinafter defined) other than Permitted Encumbrances (as hereinafter defined) and Assumed Liabilities (as hereinafter defined):
(a) all real property, leaseholds valid and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenances thereto, including, without limitation, enforceable leasehold interest in the real property referenced on Schedule 1.1(a) (including the “Leased Real Property”), together with all buildingsof Seller’s right, improvements title and structures located thereon and interest in all rights, privileges, easements easements, streets, drainage areas and appurtenances thereto) located at Independence, Virginia and Huntersville, North Carolina described on Schedule 2.1(a) (rights of way appurtenant to or benefiting or serving the "Owned Leased Real Property");
(b) good and marketable fee simple title to the real property referenced on Schedule 1.1(b) (the “Included Real Property”) (the Leased Real Property and the Included Real Property are collectively referred to herein as the “Real Estate”), together with the improvements thereon and fixtures related thereto and all tangible personal propertyof Seller’s right, includingtitle and interest in all rights, without limitationprivileges, furnishingseasements, furniturestreets, office supplies, vehicles, rolling stock, tools, machinery, equipment, drainage areas and computer equipment (including software)rights of way appurtenant to or benefiting or serving the Included Real Property;
(c) all inventorymachinery, including without limitationequipment, raw tools, furniture, office equipment, computer hardware, supplies, materials, work-in process, finished goods, packaging materials, spare parts vehicles and suppliesother items of tangible personal property of every kind;
(d) all Intellectual Property Assetsinventories of supplies, goodwill associated therewithdrugs, licenses food, janitorial and sublicenses granted office supplies and obtained other disposables and consumables existing on the Closing Date (as hereinafter defined) and located at any of the Businesses, or purchased by Seller for use in connection with respect thereto, and rights thereunder, remedies against infringement thereof, and rights to protection the business or operation of interests therein under the laws of all jurisdictionsBusinesses (“Inventory”);
(e) to the Contracts extent allowed by Legal Requirements (as hereinafter defined), all data and records created or maintained by Seller in the course of its operation of the Businesses, including all financial, patient, medical staff and personnel records (including all medical and administrative libraries, medical records, documents, catalogs, books, files and operating manuals);
(f) all of the rights and interests of Seller in, or pursuant to, the agreements, contracts, commitments, leases and other arrangements listed on Schedule 2.1(e1.1(f), Applicable Contracts together with those agreements, contracts, commitments, leases, purchase orders and other arrangements made by Seller that are not listed on Schedule 1.1(f) which individually involve the future payments, performance of services or delivery of goods or materials materials, to or by one Seller of any amount or more of the Company value less than $10,000 on an individual basis and its Subsidiaries entered into less than $35,000 on an annual basis in the Ordinary Course aggregate (“Immaterial Contracts” and, together with the contracts listed on Schedule 1.1(f), the “Assumed Contracts”); provided that Immaterial Contracts shall not include those agreements, contracts, commitments, leases, purchase orders and other arrangements made by Seller (i) that are between Seller and any affiliate of BusinessSeller, including the Businesses, (ii) that are between Seller and such Contracts entered into by the Company after the date any patient referral source (including any physician or other healthcare provider), all to be listed on Schedule 1.1(f), (iii) that include covenants of this Agreement Seller not to compete, not to solicit personnel, or not to engage in specified business activities, or (iv) that may not be terminated without cause and without penalty on ninety (90) or fewer days prior to the Closing Date as Buyer expressly elects to acquire at Closing by written addendum to this Agreement;
(f) all Governmental Authorizations, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any Governmental Bodynotice;
(g) to the extent transferable, licenses with respect to all bookssoftware installed on personal computers or servers owned by Seller, recordstogether with all manuals, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, procedures and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files and all other information and/or datamaterials relating thereto;
(h) to the extent assignable, all accounts licenses and permits (including the Licenses, as hereinafter defined) held by Seller relating to the ownership, development and operations of the Businesses and the Assets, and all other receivablesrights, privileges, registrations, consents, approvals, accreditations, franchises, certificates, certificates of need and applications relating to the present or future business, operations or development of the Businesses and the Assets;
(i) all claimsto the extent assignable, depositsthe national provider identifiers (“NPIs”) and the Medicare, prepayments, refunds, causes Medicaid and TRICARE (formerly the Civilian Health and Medical Program of action, choses in action, rights the Uniformed Services (“CHAMPUS”)) provider numbers and related provider agreements of recovery, rights of set off, and rights of recoupment, including without limitation the actions listed Seller specifically identified on Schedule 2.1 (i1.1(i);
(j) all of the intangible rights and property of Seller relating to the Businesses, including all intellectual property owned or licensed (as licensor or licensee) by Seller relating to the Businesses, including the names listed on Schedule 1.1(j) and any variations thereof, the goodwill associated therewith, telephone, telex facsimile and telecopier numbers e-mail addresses (or numbers) and listings, internet web sites and internet domain names;
(k) to the extent legally transferable, all existing listings warranties, guarantees, and covenants not to compete in favor of Seller or the Businesses;
(l) to the extent legally transferable, all telephone books notes, accounts receivable and directoriesother rights to receive payment for goods and services provided by Seller in connection with the business or operation of the Businesses prior to the Closing, including any such accounts receivable that have been charged off as bad debt but are collected post-Closing (the “AR”);
(m) any deposits, other current assets, escrows, prepaid Taxes (as hereinafter defined) or other advance payments relating to any expenses of the Seller that are useable by Buyer following the Closing specifically excluding any pre-paid insurance premiums (collectively, “Prepaid Expenses”);
(n) subject to the provisions of Section 2.7, all benefits, proceeds or any other amounts payable under any policy of insurance maintained by, or rights to indemnification of, Seller with respect to the Assets;
(o) the bank accounts listed on Schedule 1.1(o) (but excluding the funds held in such accounts);
(p) except with respect to Rampart Emergency Medical Services, Inc., a Michigan nonprofit corporation (“Rampart”), Xxxxxxx Management Group, LLC, a Michigan limited liability company (“Xxxxxxx”), Marquette County EMS Medical Control Authority, a Michigan nonprofit corporation (“MCMCA”), and Ice Lake Medical Arts Building, Inc., a Michigan corporation (“Ice Lake”, together with Xxxxxxx, Xxxxxxx and MCMCA, the “Pre-Closing Transferred Assets Entities”), which should transfer all of their respective assets to Seller prior to Closing as contemplated by Sections 6.11 and 7.20 and such assets of the Pre-Closing Transferred Assets Entities should be included in the Assets (including as Included Real Property, as applicable), the ownership interests, including all transferable rights relating thereto, of Seller in UPHP, UPMC and the Included Joint Ventures (each as converted, if applicable, to a for-profit Michigan limited liability company as contemplated by Sections 6.11, 7.18 and 7.19);
(q) all property, real, personal and mixed, tangible or intangible, of Seller pertaining to or otherwise held in connection with the business, operations or development of the Businesses or the Assets, to the extent arising or acquired between the date hereof and the Effective Time (as hereinafter defined);
(r) the Spin-Off Assets (as hereinafter defined); and
(ks) all warranties and guaranties any meaningful use reimbursements received from vendors, suppliers or manufacturersfollowing the Effective Time.
Appears in 1 contract
Samples: Asset Purchase Agreement
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date the Company and Alchem (Seller agrees to the extent Alchem immediately prior to the Closing owns any portion of the Intellectual Property Assets) will sell, convey, transfer, assign assign, convey and deliver to Buyer and Buyer agrees to purchase and acquire at Closing all of the Company's right, title and interest in and to all of the assets, rightstangible and intangible, 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 descriptionreal, wherever locatedpersonal or mixed, used in or relating to the Business other than the assets Excluded Assets, owned or leased by Seller or any Affiliate of Seller and property listed on Schedule 2.1 (used in 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 operations 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 theretoBusiness, including, without limitation, the real property following items (including collectively, the “Assets”): (i) fee simple title to the Real Property and buildings described in Schedule 5.7(a)(i) hereto, together with all buildings, improvements and structures fixtures located thereon and all rights, privileges, easements and appurtenances thereto) located at Independence, Virginia and Huntersville, North Carolina described on Schedule 2.1(a) or therein; (the "Owned Property");
(bii) all tangible personal propertyequipment, including, without limitation, furnishings, furniture, office supplieswhether movable or attached to the Real Property, vehicles, rolling stock, tools, machinery, equipment, furniture and computer equipment furnishings; (including software);
(ciii) all supplies and inventory; (iv) prepaid expenses that are transferable to and useable by Buyer; (v) accounts receivable and the right to receive, including without limitationconsistent with Section 3.4, raw materialsan amount equal to the Government Patient Receivables; (vi) subject to applicable law, work-in processall current financial, finished goodspatient, packaging materials, spare parts medical staff and supplies;
personnel records; (dvii) all Intellectual Property Assetsright, goodwill associated therewithtitle and interest of Seller in, licenses to or under all commitments, contracts, leases, purchase orders 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 agreements outstanding 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 relate primarily to the Closing Date as Buyer expressly elects Facility and the Business or that otherwise relate primarily to acquire at Closing by written addendum the Assets (other than the Excluded Contracts) (collectively, the “Assumed Contracts”); (viii) to this Agreement;
(f) the extent assignable, all Governmental Authorizations, franchisesMedicare provider numbers and permits held by Seller relating to the ownership, approvals, permits, licenses, orders, registrations, certificates, variances development and similar rights obtained from any Governmental Body;
operations of the Business; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files and all other information and/or data;
(h) all accounts and other receivables;
(iix) all claims, deposits, prepayments, refunds, causes of actionaction and judgments relating to the Assets arising from acts, choses omissions, facts or circumstances occurring at or after the Effective Time; (x) Seller’s goodwill in actionrespect of the Business; (xi) rights to any Agency Settlements arising at or after the Effective Time; and (xii) Seller’s right to use the name “Atlantic Shores Hospital” and all variations thereof, rights of recoveryall patents, rights of set offpatent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property owned by Seller, and all of Seller’s rights to use all patents, patent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property of recoupment, including without limitation the actions listed on Schedule 2.1 (i);
(j) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; and
(k) all warranties and guaranties received from vendors, suppliers or manufacturersother Persons.
Appears in 1 contract
Sale and Transfer of the Assets. Subject to Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Company and Alchem (Seller agrees to the extent Alchem immediately prior to the Closing owns any portion of the Intellectual Property Assets) will sell, convey, transfer, assign assign, convey and deliver to Buyer and Buyer agrees to purchase and acquire at Closing all of the Company's rightassets or assignable rights under leases, title tangible and interest in and to all of the assetsintangible, rightsreal, 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 descriptionpersonal or mixed, wherever located, used in or relating to the Business other than the assets Excluded Assets (as defined below), owned by Seller and property listed on Schedule 2.1 used in the Business, including the following items (the "Excluded Assets")(the assets, rights, properties and goodwill so acquiredcollectively, 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 propertyequipment, leaseholds whether movable or attached to the Real Property, vehicles, furniture 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")furnishings;
(b) all tangible personal property, including, without limitation, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment, supplies and computer equipment (including software)inventory;
(c) all inventory, including without limitation, raw materials, work-in process, finished goods, packaging materials, spare parts and suppliesprepaid expenses;
(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 jurisdictionsaccounts receivable;
(e) the Contracts listed on Schedule 2.1(e)subject to applicable law, Applicable Contracts that involve the performance of services or delivery of goods or materials by one or more of the Company all current and its Subsidiaries entered into in the Ordinary Course of Businesshistorical financial, patient, medical staff 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 Agreementpersonnel records;
(f) to the extent that Buyer is assuming all Governmental Authorizationsliabilities with respect to a Benefit Plan of Seller pursuant to Section 2.3, franchisesall assets, approvalsrights and interests in connection with such Benefit Plan of Seller, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any Governmental Bodyall funds and accounts held under such Benefit Plan;
(g) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveysright, title policiesand interest of Seller in, creative materialsto or under all commitments, advertising contracts, leases, purchase orders and promotional materialsagreements outstanding in respect of the Business or that otherwise relate to the Assets other than the contracts identified on Schedule 2.1(vii) as being the “Excluded Contracts” (collectively, studies, reports, product information, employment records and files and all other information and/or datathe “Assumed Contracts”);
(h) to the extent assignable without consent of any third party and without expense to Seller or its Affiliates, all accounts Governmental Authorizations held by Seller relating to the ownership, development and other receivablesoperations of the Business;
(i) all claims, depositscauses of action and judgments in favor of Seller relating to the Business or the Assets, prepayments, refundsexcept to the extent such claims, causes of actionaction and judgments relate directly and primarily to the Excluded Assets, choses in action, rights of recovery, rights of set off, and rights of recoupment, including without limitation the actions listed on Schedule 2.1 (i)Excluded Liabilities and/or the Excluded Contracts;
(j) all telephoneSeller’s goodwill in respect of the Business;
(k) Seller’s rights conveyed by Seller to Buyer under the Assignment of Lease and Option;
(l) bank account #659954762 at Chase Bank, telex N.A.;
(m) rights to settlements and telecopier numbers and all existing listings in all telephone books and directoriesretroactive adjustments, if any, for periods starting on or after the Effective Time arising under the terms of any third party payor programs which settle upon a basis other than an individual claims basis (“Agency Settlements”); and
(kn) all warranties of Seller’s rights to use the name “Timberline Knolls” and guaranties received from vendorsall variations thereof, suppliers all Seller Intellectual Property Assets owned by Seller (including exclusive rights to Seller’s trademark for the Timberline Knolls trade name) and in each case to the extent assignable without expense to Seller and/or its Affiliates, and all of Seller’s rights to use the Intellectual Property Assets of other Persons heretofore or manufacturerscurrently used in the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)
Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, except as otherwise specifically provided herein, 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) Seller will sell, convey, transfer, assign and deliver to Buyer all of the Company's Seller’s right, title and interest in and to the following assets (collectively, the “Assets”): (i) the Intellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement; and (ii) all of the assetsproperties, rights, properties claims and goodwill assets other than Intellectual Property (except the Excluded Assets), to the extent that they are used or held for use primarily in the operations of the Company (including without limitation the Marks Business and Patents to be transferred by Alchem to the Company prior to the Closing) will cause any Subsidiary of every kind and descriptionSeller having any right, wherever located, used title or interest in or relating to the Business other than the assets and property listed on Schedule 2.1 (the "Excluded Assets")(the assetsany properties, rights, properties claims or assets primarily used or held for use in the Business (each such Subsidiary, a “Selling Subsidiary”) to sell, convey, transfer, assign and goodwill so acquireddeliver to Buyer all of such Selling Subsidiary’s right, title and interest in and to the "Acquired Assets"). Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer will purchase, acquire and accept from Seller and each Selling Subsidiary (collectively, “Sellers”) all of Sellers’ right, title and interest in and to the Assets. The Acquired Assets include, without limitationbut are not limited to, the following assets, rights, properties and goodwill assets or rights of Sellers (in addition to the Company (unless they are Excluded AssetsIntellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement):
(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(a2.1 (a) hereto (the "“Owned Property"”);
(b) all the leasehold interests listed on Schedule 2.1(b) (the “Leased Property”);
(c) tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment and computer equipment, and computer equipment located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Business Properties (including softwarecollectively, the “Equipment”);
(cd) all inventory, including without limitation, raw materials, work-in 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, including but not limited to all Contracts of Sellers 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 Business4.7, and such Contracts entered into by the Company after the date of this Agreement and prior to Sellers through the Closing Date as Buyer expressly elects to acquire at Closing by written addendum to this Agreement(the “Assigned Contracts”);
(f) all Governmental Authorizations, franchises, approvalstransferable licenses, permits, licenses, orders, registrations, certificates, variances approvals and similar rights obtained from authorizations by any Governmental BodyAuthority used primarily in or relating primarily to the Business or the Assets (the “Permits”);
(g) bids, quotations and proposals for Contracts, whether oral or written;
(h) all bookscapital stock, partnership interests and other equity interests in any Person listed in Schedule 2.1(h) (each, a “Sold Subsidiary”);
(i) books and records (other than Tax records), ledgersor portions thereof, files, documents, correspondence, lists, plats, architectural plans, drawings, including plans and specifications, surveyssurveys and title policies relating to the Owned Property, title policies, creative materials, advertising and promotional materials, studies, reportssales literature, product information, employment records and files and all other information and/or data;
data located at the Business Properties (h) all accounts and other receivables;
(i) all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, including without limitation the actions listed on Schedule 2.1 (i“Records”);
(j) all telephoneinsurance proceeds paid or payable by any insurance provider, telex other than Seller or any Affiliate of Seller, for any Asset that is destroyed or damaged after the date hereof and telecopier numbers and all existing listings in all telephone books and directories; andprior to the Closing;
(k) notes, drafts and accounts receivable, or portions thereof, arising exclusively out of the Business;
(1) all warranties prepaid expenses, advances and guaranties received from vendorsdeposits (including utility deposits), suppliers or manufacturers.portions thereof, arising exclusively out of the Business;
Appears in 1 contract
Samples: Asset Purchase Agreement (Vought Aircraft Industries Inc)
Sale and Transfer of the Assets. Subject to the terms and ------------------------------- conditions of this Agreement, except as otherwise specifically provided herein, 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) Seller will sell, convey, transfer, assign and deliver to Buyer all of the CompanySeller's right, title and interest in and to the following assets (collectively, the "Assets"):
(i) the Intellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement; and (ii) all of the assetsproperties, rights, properties claims and goodwill assets other than Intellectual Property (except the Excluded Assets), to the extent that they are used or held for use primarily in the operations of the Company (including without limitation the Marks Business and Patents to be transferred by Alchem to the Company prior to the Closing) will cause any Subsidiary of every kind and descriptionSeller having any right, wherever located, used title or interest in or relating to the Business other than the assets and property listed on Schedule 2.1 (the "Excluded Assets")(the assetsany properties, rights, properties claims or assets primarily used or held for use in the Business (each such Subsidiary, a "Selling Subsidiary") to sell, convey, transfer, assign and goodwill so acquireddeliver to Buyer all of such Selling Subsidiary's right, title and interest in and to the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer will purchase, acquire and accept from Seller and each Selling Subsidiary (collectively, "Acquired Sellers") all of Sellers' right, title and interest in and to the Assets"). The Acquired Assets include, without limitationbut are not limited to, the following assets, rights, properties and goodwill assets or rights of Sellers (in addition to the Company (unless they are Excluded AssetsIntellectual Property of Seller assigned to Buyer under the Intellectual Property Agreement):
(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(a2.1
(a) hereto (the "Owned Property");
(b) all the leasehold interests listed on Schedule 2.1
(b) (the "Leased Property");
(c) tangible personal property, including, without limitation, the fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment and computer equipment, and computer equipment located upon or affixed to or normally located in, at or upon, even if temporarily removed from, any of the Business Properties (including softwarecollectively, the "Equipment");
(cd) all inventory, including without limitation, raw materials, materials work-in 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, including but not limited to all Contracts of Sellers 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 Business4.7, and such Contracts entered into by the Company after the date of this Agreement and prior to Sellers through the Closing Date as Buyer expressly elects to acquire at Closing by written addendum to this Agreement(the "Assigned Contracts");
(f) all Governmental Authorizations, franchises, approvalstransferable licenses, permits, licenses, orders, registrations, certificates, variances approvals and similar rights obtained from authorizations by any Governmental BodyAuthority used primarily in or relating primarily to the Business or the Assets (the "Permits");
(g) all booksbids, recordsquotations and proposals for Contracts, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files and all other information and/or datawhether oral or written;
(h) all accounts capital stock, partnership interests and other receivables;
(i) all claims, deposits, prepayments, refunds, causes of action, choses equity interests in action, rights of recovery, rights of set off, and rights of recoupment, including without limitation the actions any Person listed on in Schedule 2.1 (i);
(j) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; and
(k) all warranties and guaranties received from vendors, suppliers or manufacturers.2.1
Appears in 1 contract
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) Sellers will sell, convey, transfer, assign and deliver to Buyer all of the Company's Sellers' right, title and interest in in, to and to all of under the assets, rightsproperties, interests in properties and goodwill rights of the Company (including without limitation the Marks Sellers of every kind, nature and Patents to be transferred by Alchem description, whether real, personal or mixed, tangible or intangible, used primarily in, held for use primarily in or otherwise primarily relating to the Company prior to Business (other than the Closing) of every kind and descriptionExcluded Assets), wherever located, used in or relating to as the Business other than same shall exist on the assets and property listed on Schedule 2.1 Closing Date (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 following:
(a) the real property (including all buildings, improvements and structures located thereon and all rights, privileges, easements and appurtenances thereto) located at Independencethe Xxxxxxx and Xxxx facilities in Michigan (respectively, Virginia the "Clawson Facility" and Huntersville, North Carolina the "Xxxx Facility") described on Schedule 2.1(a2.1
(a) hereto (the "Owned Property");
(b) the leasehold interest relating to the facility used by the Business at 000 Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxxxx (the "Simi Valley Facility") listed on Schedule 2.1(b) (the "Leased Property");
(c) all tangible personal property, including, without limitation, all fixtures, furnishings, furniture, office supplies, vehicles, rolling stock, tools, machinery, equipment, and computer equipment (including software) (collectively, including the fixtures, the "Equipment");
(cd) all inventory, including without limitation, raw materials, work-in in-process, finished goods, packaging materials, spare parts and supplies;
supplies (dthe "Inventory"); (e) all Intellectual Property AssetsRights, goodwill associated therewithincluding such rights as to the names "Gemco," "B/W Controls," "Industrial Brake Products," "Rayelco" and the trademarks, licenses trade names, patents, service marks, copyrights (whether registered or unregistered) and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringement thereof, and rights to protection of interests therein under pending applications for the laws of all jurisdictions;
(e) the Contracts foregoing 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 Agreement4.6;
(f) all Governmental Authorizations, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from any Governmental Body;
(g) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files and all other information and/or data;
(h) all accounts and other receivables;
(i) all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, including without limitation the actions listed on Schedule 2.1 (i);
(j) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; and
(k) all warranties and guaranties received from vendors, suppliers or manufacturers.
Appears in 1 contract
Sale and Transfer of the Assets. Subject to and upon the terms and conditions of this Agreement, on the Closing Date the Company and Alchem (Commerce hereby agrees 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 Cygne all of the Company's Commerce’s right, title and interest in and to all of the assets, rights, properties and goodwill following assets (except for the Excluded Assets) of Commerce used in the operation 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 descriptionAcquired Business, wherever such assets are located, used in or relating to consistent with the Business other than the assets terms and property listed on Schedule 2.1 conditions of this Agreement (the "Excluded Assets")(the assets, rights, properties and goodwill so acquiredcollectively, 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, furnishingsall furniture, furniturefixtures, office supplies, vehicles, rolling stock, tools, machinery, equipment, and computer equipment other items of personal property owned or leased by Commerce, located at the Showrooms and used in connection with the Acquired Business except as included in the Excluded Assets (including softwarecollectively, the “Equipment”);
(b) all open purchase orders of the Acquired Business, excluding any finished goods, work in process, raw materials or other inventories directly associated with such open purchase orders;
(c) all inventory, including without limitation, raw materials, work-in process, finished goods, packaging materials, spare parts and suppliesthe Showroom Leases;
(d) all Intellectual Property the Commerce Agreements listed on Section 1.1(d) of the Commerce Disclosure Schedule and the right to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such agreements, which Commerce Agreements specifically exclude any Commerce Agreement relating to Indebtedness or any Commerce Agreement included in the Excluded 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 extent permitted by applicable law and the applicable Governmental Entity, all licenses, Commerce Permits, approvals and authorizations by any Governmental Entity relating to acquire at Closing by written addendum to this Agreementthe Acquired Business and/or the Showroom;
(f) all Governmental Authorizationsbooks and records (other than Tax records not related to the Acquired Business) or portions thereof relating to and necessary for the operation of the Acquired Business, franchisesemployment records related to the period of time in which Commerce employees were employed by Commerce in connection with the Acquired Business, approvalsand such other records, permits, licenses, orders, registrations, certificates, variances files and similar rights obtained from any Governmental Bodyall other information and/or data related to or used by Commerce in connection with the Assets and the operation of the Acquired Business;
(g) all booksrights of Commerce in and to Intellectual Property, recordsincluding, ledgersbut not limited to, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, surveys, title policies, creative materials, advertising and promotional materials, studies, reports, product information, employment records and files the Intellectual Property listed on Section 3.9 of the Commerce Disclosure Schedule (the “Purchased Intellectual Property”) and all other information and/or data;goodwill appurtenant thereto; and
(h) all accounts operating data and records of Commerce relating to the Acquired Business, including, without limitation, customer lists and records, purchasing materials and records, vendor lists, numbers and records, correspondence and other receivables;
(i) all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, similar documents and rights of recoupment, including without limitation the actions listed on Schedule 2.1 (i);
(j) all telephone, telex and telecopier numbers and all existing listings in all telephone books and directories; and
(k) all warranties and guaranties received from vendors, suppliers or manufacturersrecords.
Appears in 1 contract
