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 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 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. 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 a. the Seller is the registered and beneficial owner of, and has good and valid title to, all of the Purchased Assets, free and clear of all Liens, apart from Permitted Encumbrances. Upon consummation of the transactions contemplated by the Agreement, the Buyer will acquire good and valid title to the Purchased Assets, free and clear of all Liens, apart from Permitted Encumbrances;
The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall grant, sell, assign, transfer, convey and deliver to the Buyers, or one or more wholly-owned subsidiaries thereof, free and clear of all Encumbrances whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the "Permitted Encumbrances"), and the Buyers shall purchase from the Seller, all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):
The Purchased Assets. Seller either owns or holds under leases or licenses all of the material properties used by in the PMC Division and all such properties other than the Excluded Assets are included in the Purchased Assets. Seller has good, indefeasible and marketable title to all of the Purchased Assets, free and clear of all Encumbrances. The Schedule of Tangible Property attached hereto lists the furniture, furnishings, fixtures, machinery, vehicles, equipment and other items of tangible property located at the offices or other facilities of the PMC Division and included in the Purchased Assets, as shown on Seller's books.
The Purchased Assets. (i) and the Excluded Assets in the aggregate are adequate and sufficient to conduct the business and operations of the Divisions in substantially the manner currently conducted, assuming a continued source of working capital and continuation of relationships with customers and suppliers; (ii) are suitable for the purposes for which they are currently used; and (iii) with respect to tangible personal property included within the Purchased Assets, are in good operating condition and working order, ordinary wear and tear excepted. All improvements included in the Leased Real Property and Owned Real Property are in good condition, ordinary wear and tear excepted, with all of their systems in good working order. Only the business of the Divisions is conducted at the Plants. All manufacturing of the Divisions is conducted at the Plants.
The Purchased Assets. The Seller has good and marketable title to all of the Purchased Assets free and clear of any and all liens, claims, charges, mortgages, security interests, equity or other encumbrances (collectively, the "Encumbrances"). The Seller has complete and unrestricted power and the unqualified right to sell, convey, assign, transfer and deliver the Purchased Assets to Purchaser and effectively to vest in Purchaser good, valid and marketable title to the Purchased Assets. There are no existing agreements, commitments or rights with, of or to any person to acquire any of the Purchased Assets. No consents are necessary to consummate such conveyances. The Purchased Assets are in good operating condition and are in a state of good maintenance and repair, and there does not exist any condition which interferes or which may interfere with the economic value or use thereof. No third party (including any Affiliate) or any past or present employee owns or has any interest by lease, license or otherwise in any of the Purchased Assets. The documents of transfer executed and delivered by the Seller will be sufficient to convey good and marketable title to the Purchased Assets to the Purchaser, free and clear of any Encumbrances. The Purchased Assets constitute all of the assets used in the operation of the RAS2000 Product Line and necessary to use, manufacture and sell the RAS2000 Product Line.
