The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Entities shall grant, sell, assign, transfer, convey and deliver to CTB, free and clear of all Encumbrances whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the "Permitted Encumbrances"), and CTB shall purchase from the Selling Entities, the Business as a going concern, and all right, title and interest of the Selling Entities in and to all of the Assets used in or with respect to the conduct of the Business other than the Excluded Assets (collectively, the "Purchased Assets") as the same shall exist on the Closing Date including the following:
The Purchased Assets. The Purchased Assets constitute all of the rights properties and assets (tangible or intangible) which were necessary for the manufacture of the Products by the Seller prior to the Closing Date. No third party owns or has any interest by lease, license or otherwise in any of the Purchased Assets other than Assumed Liabilities and the Encumbrances permitted pursuant to Section 5.7. The documents of transfer to be executed and delivered by the Seller at the Closing will be sufficient to convey good title to the Purchased Assets to the Purchaser, free and clear of all Encumbrances, other than Assumed Liabilities.
The Purchased Assets. The assets referred to in Section 1.1 above are enumerated more specifically in Schedule 1.2 and are referred to hereinafter as the "Purchased Assets."
The Purchased Assets. The Purchased Assets constitute all of the rights properties and assets (tangible or intangible) which were necessary for the manufacture of the Products by Seller prior to the Closing Date. No third party owns or has any interest by lease, license or otherwise in any of the Purchased Assets. The documents of transfer to be executed and delivered by the Seller at the Closing will be sufficient to convey good and marketable title to the Purchased Assets to the Purchaser, free and clear of all Encumbrances, other than Assumed Liabilities.
The Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall acquire, assume and accept from Seller the Assets, including rights, title and/or interest in the Assets, free and clear of any Encumbrance and third-party rights other than the Assumed Liabilities.
The Purchased Assets. The "Purchased Assets" shall mean all -------------------- right, title, interest and claims of Gold Xxxx in and to the following assets:
The Purchased Assets. Except for the Excluded Assets:
(a) Attached hereto as Schedule 4.4(a) is a complete and accurate list of each parcel of real property owned by Sellers on which a Restaurant is located or which is being held for development of a Restaurant (the "Owned Real Property"), separated by Restaurant location and listing the street address;
(b) Attached hereto as Schedule 4.4(b) is a complete and accurate list of each parcel of real estate leased by Sellers or in which it has a leasehold or other interest on which a Restaurant is located or which is being held for development of a Restaurant (the "Leased Real Property"), separated by Restaurant location, listing the street address of such property and the name and address of the landlord's agent to which Sellers are obligated to provide notices regarding the Leased Real Property (collectively, the Owned Real Property and the Leased Real Property are referred to as the "Real Property");
(c) Attached hereto as Schedule 4.4(c) is a complete and accurate list of all agreements or documents under which Sellers claim or hold such leasehold or other interest or right to the use of the Leased Real Property (the "Real Property Leases") separated by Restaurant location and showing the street address, each amendment, modification or extension thereof, and the dates of each such amendment, modification or extension;
(d) Attached hereto as Schedule 4.4(d) is a complete and accurate list by Restaurant of the original basis and accumulated depreciation for financial and tax reporting purposes of (i) fixed assets (other than inventory and supplies) being conveyed hereunder as of the month end immediately preceding the date of this Agreement, and (ii) land, buildings and leaseholds being conveyed hereunder as of the month end immediately preceding the date of this Agreement;
(e) Attached hereto as Schedule 4.4(e) is a complete and accurate list of all liens, claims, encumbrances and restrictions on the Equipment;
(f) Attached hereto as Schedule 4.4(f) is a complete and accurate list of all leases of personal property used in the operation of the Restaurants (the "Equipment Leases"), identified by parcel of Owned Real Property or Leased Real Property where the leased equipment is located, separated by Restaurant location and identifying the parties thereto, the property leased thereunder;
(g) Attached hereto as Schedule 4.4
The Purchased Assets. Seller is the owner of and has good and marketable title to all of the Purchased Assets, free and clear of all Liens.
The Purchased Assets. Except in the State of California, the -------------------- Purchased Assets as listed in Section 4.8 of the Disclosure Schedule include all of the assets that the Seller currently uses to perform its Customer Contacts and that are necessary to enable Purchaser to continue to Cogent Testing Network the Business in substantially the same manner as the Seller currently conducts the Cogent Testing Network. Except as set forth in Section 4.8 of the Disclosure Schedule, Seller has good and marketable title to all of the Purchased Assets, free of any lien. The tangible assets included among the Purchased Assets are in good operating condition and repair, ordinary wear and tear excepted.
The Purchased Assets. The Seller, subject to the terms and conditions -------------------- of this Agreement, shall sell, transfer, convey and deliver to the Buyer all of its right, title and interest in all of the Assets (collectively, the "Purchased Assets") that are listed on Exhibit 2.1 hereto.
