The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation:
(i) all of Seller's right, title and interest in and to the Contracts, to the extent assignable;
(ii) Seller's Accounts Receivable;
(iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise;
(iv) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business;
(v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business;
(vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees;
(vii) all right, title and interest in and to the goodwill incident to the Business;
(viii) all prepaid expenses of, or for the benefit of, the Business;
(ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business);
(x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and
(xi) all other assets material to the operation of the Business (including without limitation all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof).
(b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser:
(i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;
The Asset Purchase. The Asset Purchase Agreement shall not have been terminated, and the closing of the purchase and sale of the Service Contracts shall occur simultaneously with the Closing of the transactions contemplated herein.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4), ADI shall purchase and acquire from Artistic, and Artistic shall convey, assign, transfer and sell to ADI, all of Artistic's right, title and interest in and to the Assets described in Annex 1, including the assets listed on the balance sheet of Artistic as set forth on Schedule 1.1 (the "Assumed Balance Sheet Assets"), and including the assets relating to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses as set forth on Schedule 1.1A (the "Joint Assets") to the extent the Joint Assets relate to the P&C Businesses, with such additions, deletions and replacements as may have occurred between the date hereof and the Closing Date (as defined in Section 1.4) in the ordinary course of business consistent with Section 4.1 or as the parties may otherwise agree is necessary to make any corrections thereto (it being understood that the Assets shall not include any assets, properties and other rights relating to the check business of Artistic and those assets, properties and other rights set forth in Schedule 1.1B (the "Excluded Assets")). At the Closing, Artistic shall deliver to ADI such specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to ADI and Artistic and their respective counsel, as shall be reasonably requested by ADI to effectively vest in ADI title to all the Assets. Simultaneously with the delivery of such instruments, Artistic shall transfer to ADI originals of all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data relating to and reasonably necessary for the continued operation of the P&C Businesses.
The Asset Purchase. MDK Sports hereby agrees to sell, transfer and assign the Assets to Image Sports free and clear of all liens, charges, encumbrances and securities interests and Image Innovations agrees to purchase the Assets free and clear of all liens, charges, encumbrances and securities interests, each on the terms and subject to the conditions of this Agreement.
The Asset Purchase. Subject to the other terms and conditions of this Agreement and the Asset Purchase Agreement (as defined below), the Asset Purchase may be consummated under the following circumstances:
The Asset Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), the Company will sell, transfer, assign, convey and deliver to Acquisition Sub, and Acquisition Sub will purchase, all right, title and interest of the Company in and to all of the assets of the Company constituting or used in the Business (other than the Excluded Assets, as defined in Section 1.2). The assets purchased hereunder specifically include the following assets, to the extent the Company is capable of transferring such assets without first obtaining the consent of a third party; PROVIDED, THAT, in the event any such third party consent is required with respect to any assets constituting or used in the Business, including the following assets to the extent such third party consent to the transfer has been previously obtained (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "ASSETS"):
The Asset Purchase. Upon the terms and subject to the conditions stated herein, Seller hereby agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase, accept and assume from Seller, on the Closing Date, all of Seller's right, title and interest in and to all Contracts, Equipment, Intangible Assets and Business of Seller (the "Purchased Assets"), but expressly excluding the Excluded Assets.
The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from Hondo and Hondo shall sell to PDC, all of Hondo's right, title and interest in and to the Drilling Rigs, Equipment and Vehicles and in and to the Real Property.
The Asset Purchase. Section 1.1. Purchase and Sale of Acquired Assets.......................10 Section 1.2.
The Asset Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), Cheyenne will sell, transfer, assign, convey and deliver to Acquisition, and Acquisition will purchase, all right, title and interest of Cheyenne in and to all of the assets of Cheyenne constituting or used in the Business (other than the Excluded Assets, as defined in Section 1.2). The assets purchased hereunder specifically include the following assets (such assets, specifically excluding the Excluded Assets, being collectively referred to as the "ASSETS"):
