Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts (including without limitation, any accounts, deposit accounts; all inventory, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter of credit rights; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
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Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All Substantially all of the assets associated with the Business, including all cash, cash equivalents, accounts (including including, without limitation, any accounts, deposit accounts; all , inventory, equipment, vehicles (except a certain Toyota vehicle used by Xxxxxx XxXxxxx) goods, documents pertaining to operationsdocuments, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including including, without limitation, all equity interests owned by SellerMomentum Online); all letter of , letter-of-credit rights; all accounts , trademarks, trademark applications, trade styles, patents, patent applications, copyrights, copyright applications and notes receivableother intellectual property in which Seller now has or hereafter may be acquired by Momentum Online any right, all work in progresstitle or interest, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereofthereof (including, without limitation, proceeds of insurance), all documents, files and records containing technical support, all additions, accessions and substitutions thereto or therefore and other information pertaining to the operation of the Businessbusiness (collectively, "Purchased Assets"). All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
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Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts (including without limitation, any accounts, deposit accounts; all inventory, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter of credit rights; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
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Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All The assets being acquired includes the right, title, and interest in substantially all of the assets associated with the Business, including:
a. Real property / physical locations at 112 and 114 East Xxxxxxx, i.e., Main office, store front, NOC and towers located on such real property.
b. all wireless network infrastructure equipment, including subscriber units, access nodes, backhaul links, towers, radios, antennas, switches, routers and servers with related software;
c. all cash, cash equivalents, accounts receivable (including including, without limitation, any accounts, deposit accounts; )
d. all inventory, equipment, goods, documents pertaining to operations, the operations and instruments (including, without limitation, promissory notes); of the Business;
e. all vehicles and trailers;
f. all rights to equipment, tower and office facilities space leases; leases for the Business (“Assumed Leases”);
g. all contract transferable customer and contractual rights held by the Business, including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; customers with fixed wireless broadband;
h. all general intangibles, chattel paper, supporting obligations, investment property intangibles (including without limitationtrademarks, all equity interests owned by Seller); all letter of credit rights; all accounts trade names and notes receivable, symbols) used in connection with Centramedia Online Services;
i. all work in progress, and all other contracts and agreements relating to the conduct of Business;
j. all transferable equipment and software related to the Business; ;
k. all equipment Internet address space registered with the American Registry for Internet Numbers, (“ARIN”) by “Centramedia Online Services” and software; its internet suppliers that is transferable according to the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; rules, regulations or procedures promulgated by ARIN;
l. all legally assignable government permits, licenses and certifications for the Business ("Governmental Permits"); and all proceeds and products thereof, and
m. all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the BusinessBusiness in Seller’s possession or control (collectively, “Purchased Assets” set forth in Schedule 1.1). All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "“Records"”), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
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