The Acquired Assets Clause Samples

The Acquired Assets. In this Agreement, the phrase "Acquired Assets" means and shall include all of the following:

The Acquired Assets. On the terms and subject to the provisions of this Agreement, Seller agrees to sell, transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase from Seller for the Purchase Price, all of the assets, properties, rights and interests of Seller of every kind and character and wherever located, except for the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets being sold hereunder include, but are not limited to, the following: (a) All cash and cash equivalents; (b) All accounts receivable and other rights to receive a payment of money, whether such rights are matured or unmatured, fixed or contingent; (c) All inventories, including raw materials, work-in-process, finished goods, merchandise, supplies and packaging materials; (d) All machinery, equipment and tools, attachments and parts therefor, leasehold improvements, fixtures, patterns, engineering equipment, plans and drawings, office furniture, computers, supplies and tangible personal property of every kind and nature owned or used by Seller, including without limitation those listed on Schedule 2.1(d) (collectively, the “Fixed Assets”); (e) All automobiles, trucks, forklifts, trailers, and other vehicles owned by Seller (the property being purchased by Buyer pursuant to this clause (e) being collectively the “Vehicles”); (f) All rights of Seller under contracts, agreements, commitments and other arrangements, whether written or oral, including without limitation: open purchase orders for raw materials and supplies; agreements with customers to provide goods or services under which Seller has an unperformed obligation to deliver goods or services; licenses, whether as licensor or licensee; bonds and agreements related to bonds; and leases of real or personal property (each a “Contract” and collectively the “Contracts”), except those which are Excluded Liabilities pursuant to Section 2.4; provided, however, that if the assignment of any such Contract requires the consent of the other parties thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof, but Seller and Buyer shall use their best efforts to obtain the written consent of the other parties to such assignment; (g) All sales and promotional materials, catalogs, advertising and marketing materials; (h) All books, records, documents, files, correspondence, customer lists, procedural manuals and other printed or written materials...

The Acquired Assets. At the Closing the Buyer shall receive good, clear title to the Acquired Assets, free and clear of all liens, liabilities, security interests and encumbrances of any kind or nature whatsoever.

The Acquired Assets. (a) On the Closing Date, Seller shall have and shall transfer to Buyer, good and marketable title to all of the Acquired Assets (including, without limitation, the Acquired Receivables), free and clear of all claims, liens, security interests, charges, restrictions and other encumbrances except: (i) any created pursuant to this Agreement; (ii) any arising under leases of real or personal property to which Seller is a party and which have been specifically disclosed to Buyer; or (iii) mechanics' or other liens arising or incurred in the ordinary course of business and which do not interfere materially with the possession, ownership or use of any real or personal property used by Seller. (b) Set forth in Schedule 6.9 is a list of all real property leased by Seller, with a brief description of the premises. Seller owns no real property. (c) The office equipment, furniture, computers, computer software, office supplies and leasehold improvements included in the Acquired Assets are, in all material respects, in good operating condition and repair, reasonable wear and tear excepted, and are satisfactory for the requirements of Seller's business.

The Acquired Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Fund shall sell, transfer, convey and assign (collectively, “Transfer”) to the Buyer good and marketable title in and to all, and not less than all, of the Acquired Assets of the Fund, as the same shall exist as at the Closing Date. (b) On the Closing Date, the Fund shall execute and deliver to the Buyer one or more bills of sale, assignments, stock powers and other documents and instruments as shall be legally required, necessary or advisable to effect the Transfer of all of the Acquired Assets (collectively, the “Acquired Assets Transfer Instruments”).

The Acquired Assets. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Fund shall Transfer to the Buyer good and marketable title in and to all, and not less than all, of the Acquired Assets of Fund, as the same shall exist as at the Closing Date. (b) On the Closing Date, Stillwater shall cause the Fund to execute and deliver to the Buyer one or more bills of sale, assignments, stock powers and other documents and instruments as shall be legally required, necessary or advisable to effect the Transfer of all of the Acquired Assets (collectively, the “Asset Transfer Instruments”).

The Acquired Assets. Subject to and in reliance upon the representations, warranties, and agreements herein set forth, and subject to the terms and conditions herein contained, Seller shall grant, convey, sell, assign, transfer, and deliver to Buyer on the Closing Date (as such term is defined herein), and Buyer shall purchase on the Closing Date, free and clear of all covenants, restrictions, liens, security interests, claims, pledges, assignments, subleases, options, rights of refusal, charges, leases, licenses, encumbrances and any other restriction of any kind or nature (collectively, “Liens”), but with the exception of any Permitted Liens, all of the following, including the Business as a going concern and goodwill, that are owned, used, or held for use by Seller and related to the Business, except for those assets which are expressly excluded pursuant to Section 2.2 hereof (collectively, the “Acquired Assets”):

The Acquired Assets. For purposes of this Agreement, the “

The Acquired Assets. A release and indemnity agreement for POC and its Affiliates and their Representatives, including Termatsal, S.A. de C.V., Penn Octane de Mexico, S.A. de C.V. and Tergas S.A. de C.V., substantially in the form and substance of the Mutual Release attached hereto as Exhibit "R (the "Mutual Release"), duly executed and acknowledged by CPSC and Cowboy.