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Sale of Acquired Assets Sample Clauses

Sale of Acquired Assets. On the terms, and subject to the conditions, set forth in this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser on the Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date, all of Seller's right, title and interest in and to the Acquired Assets (but as to any Licenses and Permits comprising part of the Acquired Assets, only to the extent assignable), subject to all existing leases (provided however, that the Master Lease under which Purchaser is the lessee will be merged into the feehold and extinguished at Closing) and agreements listed on SCHEDULE 2.01 or otherwise entered into in accordance with the Management Agreement (including, without limitation, the Central Plant Lease, the Construction Agreement, the Prior Purchase Agreement, the Management Agreement and the Utility Services Agreement, as the same may be modified pursuant to the Settlement Agreement) and Permitted Exceptions.
Sale of Acquired AssetsIn the event that, prior to the Final Payment Date, the Buyer proposes to consummate a transaction pursuant to which all or substantially all of the Acquired Sponsor Contracts and Acquired Prospect Contracts are sold or transferred to an entity that is not a Buyer Subsidiary (or the Buyer, or a Buyer Subsidiary that is party to any such contracts, is sold or transferred to an entity that is not the Buyer or another Buyer Subsidiary) (any such transaction, a “Divestiture”) in a transaction in which the proposed purchaser or transferee would assume the obligations of the Buyer under this Section 1.2, the Buyer shall provide notice of such proposed Divestiture to the Seller, together with such information regarding the relevant purchaser or transferee as the Seller shall reasonably request. The Seller shall have ten (10) Business Days from the date the Seller receives any such notice (or any information the Seller may have reasonably requested within the initial ten (10) Business Day period) to provide an objection to any such proposed Divestiture on the basis that there is a reasonable likelihood that the proposed purchaser or transferee is not financially capable of making the remaining Post-
Sale of Acquired Assets. Upon the terms, and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell, transfer, and assign to Buyer’s Subsidiary and Buyer will purchase and accept from Seller substantially all of the tangible and intangible assets of the Seller, presently owned or leased by the Seller, wherever located, including, but not limited to all contractual rights, accounts receivable, all other receivables, cash, deposits, prepaid expenses, inventory, machinery, equipment, engineering data, databases, systems, designs, computer hardware and software, records, works in process, backlog, intellectual property (including but not limited to patents and licensing agreements), know-how, trade secrets, inventions, technology, company name, operating and equipment leases, licenses, permits, franchises, websites, customers, suppliers, contracts, sales and marketing literature and processes, techniques, goodwill, web sites, and pricing information related to the Business, as more particularly described in Exhibit C to this Agreement (the “Acquired Assets”), free and clear of all claims, liens, security interests, pledges and encumbrances other than those assumed by Buyer’s Subsidiary pursuant to this Agreement.
Sale of Acquired Assets. On the terms and subject to the conditions of this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances, the following assets of the Seller (the “Acquired Assets”): (i) all tools, furniture, equipment and other personal property listed on Schedule 2.01(a)(i); (ii) the Inventory (the “Acquired Inventory”) that is listed on Schedule 2.01(a)(ii); (iii) the Accounts Receivable (the “Acquired Accounts Receivable”) that are listed on Schedule 2.01(a)(iii); (iv) the Intellectual Property that is set forth on Schedule 2.01(a)(iv) (the “Acquired IP”), subject to the rights granted to Seller pursuant to the Grant Back License Agreement; (v) an undivided, joint ownership interest in the Intellectual Property that is set forth on Schedule 2.01(a)(v) (the “Shared IP”); (vi) those Seller Contracts that are set forth on Schedule 2.01(a)(vi) (the “Acquired Contracts”); (vii) all Permits that are set forth on Schedule 2.01(a)(vii); (viii) all customer deposits and prepayments that are set forth on Schedule 2.01(a)(viii) (“Customer Deposits”); and (ix) the Books and Records.
Sale of Acquired Assets. Upon the terms, and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell, transfer, and assign to Buyer and Buyer will purchase and accept from Seller certain of the tangible and intangible assets of the Seller as listed on Exhibit B of this Agreement, presently owned or leased by the Seller, wherever located, including, but not limited to the name “Bonanza Goldfields,” real property, mining claims, federal, state and local mining permits, mining rights, ore processing equipment, engineering data, real property leases, Option to Acquire All Mineral Rights on 768.36 Acres of Railroad Land from Tonaquint, Inc. and other contractual rights as more particularly described in Exhibit B to this Agreement (the “Acquired Assets”), free and clear of all claims, liens, security interests, pledges and encumbrances other than those assumed by Buyer pursuant to this Agreement. Seller will retain and not sell to Buyer those assets listed under Retained Assets and Retained Liabilities in the second section of Exhibit B to this Agreement (the “Retained Assets”).
Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, Seller agrees to and, at the Closing (as defined in Section 1.03) will, sell, convey, transfer, deliver and assign to Purchaser, and Purchaser agrees to at the Closing and will purchase all of the Acquired Assets including, without limitation, all of the tangible and intangible assets, rights, interests and properties of every kind and nature, wherever located and by whomever possessed, owned by Seller as of the date hereof (together with any proceeds thereof or any payment thereon which may be received by Seller subsequent to the date hereof), including, without limitation, the following: (i) all cash, bank accounts and accounts and notes receivable (whether current or non-current); (ii) all prepayments and prepaid expenses; (iii) all inventories (the "Inventory") and supplies; (iv) all real property and real estate leases; (v) all interests in fixed machinery and equipment, other fixtures and fittings, moveable plant, machinery and equipment (including, without limitation, all equipment that has been fully depreciated or expensed by Seller), furniture, one truck, and other vehicles, tools, spare parts and supplies (office, production and other), packaging and shipping material and other tangible personal property, whether owned or leased; (vi) all intangible assets of an intellectual property nature (including, without limitation, registered and unregistered trademarks, service marks and trade names, all other trademark rights, trade dress, logos and other names, marks and slogans, including "Benham Press", or "BPI" and xxx xariations and permutations thereof), and all associated goodwill; all copyrights and registrations thereof; all patents, inventions, shop rights, know-how, trade secrets and confidential information; and all applications for any of the foregoing; together with all rights to use all of the foregoing; together with all rights to use all of the foregoing forever and all other rights in, to, and under the foregoing in all countries; all discoveries, improvements, processes, formulae (secret or otherwise), data, confidential information, engineering, technical and shop drawings, specifications and ideas, whether patentable or not, all licenses and other similar agreements, and all drawings, records, books or other indicia, however evidenced, of the foregoing; (vii) all rights existing under contracts, licenses, permits, supply and distribution arrangements, sales and ...
Sale of Acquired Assets. If Manager desires to sell/assign all or any part of its 5% share of net proceeds, Manager must first offer it in writing to Xxxxxxxxx/II. Xxxxxxxxx/II will have 30 days from the date of receiving the written offer to accept/reject it.
Sale of Acquired Assets. Sale, Assignment and Transfer of Acquired Assets to HMI
Sale of Acquired Assets. If within eighteen (18) months after the Closing Date Buyer or any of its Affiliates enters into an agreement to, and consummates within or after such eighteen (18)-month period, any sale or transfer of all or substantially all of the assets related to a Critical Care Product line acquired hereunder to a Person that is not an Affiliate of Buyer, whether by equity purchase, merger, sale of assets, reorganization or otherwise, Seller’s obligations hereunder to indemnify the Buyer Indemnitees pursuant to Sections 8.2(a) and 8.2(b) shall terminate to the extent related to such Critical Care Product line, provided, however, that if, prior to such termination, a state of facts shall have become known which threatens to give rise to a liability against which any party or parties would be entitled to indemnification hereunder and the indemnified party or parties shall have given notice of such facts to the indemnifying party or parties as described in Section 8.4(a), then the rights of the indemnified party or parties to indemnification with respect to such liability shall continue until such liability shall have been finally determined and disposed of.
Sale of Acquired Assets. Seller hereby sells, transfers and conveys to Purchaser, and Purchaser hereby acquires all of Seller's right, title and interest in, the Acquired Assets, which shall be effected by a bilx xx sale substantially in the form of EXHIBIT A hereto (the "Bilx xx Sale") together with stock powers and such other instruments as may be necessary or appropriate to assign all trademarks, copyrights, trade names, patents or service marks relating to the Business or the Acquired Assets, including any registrations or applications therefor. The Acquired Assets shall include: (a) All outstanding capital stock of the Subsidiaries; (b) All books, records, ledgers, files, documents, correspondence, customer lists, and other information relating to the Business, including, but not limited to, sales and advertising materials, sales and purchase correspondence, books of account and price lists; (c) All trademarks, copyrights, trade names, patents or service marks relating to the Business, including any registrations or applications therefor, and the goodwill pertaining to any thereof; (d) Any and all trade secrets and confidential information of, about, or relating to the Business; (e) Any and all rights under equipment or real property leases, franchise agreements, sale agreements, employment agreements, license agreements, or any other type of agreements related to the Business (the "Contracts"); and (f) All accounts receivable related to the Business. The Acquired Assets shall not include those assets identified on SCHEDULE 1.1 hereto (the "Excluded Assets"), which shall be and remain owned solely by Seller.