Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following:
(a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4);
(b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangem...
Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in the assets described in this Section 2.1 (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:
(a) the Pipeline;
(b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”);
(c) the real property leased by Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c);
(d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”);
(e) the Records;
(f) the Material Contracts; and
(g) all other assets or rights used in connection with the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligations.
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the tangible and intangible assets used in the operation of the Business as listed in Exhibit A attached hereto, but excluding those items referenced in Section 1.2 below (the “Acquired Assets”).
Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing, for the consideration specified below in this Section 2.
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, including Section 2.4(b), (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, convey, transfer and deliver to Buyer or its designees at and as of the Initial Closing (or, if applicable, any Subsequent Closing), the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer shall pay the Adjusted Purchase Price applicable to the Acquired Assets in accordance with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Date.
Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any Liens, all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”):
(a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writing;
(b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable (the “Acquired Accounts Receivable”);
(c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”);
(d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”);
(e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date;
(f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b);
(g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business;
(h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (inclu...
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing:
Purchase and Sale of Acquired Assets. 2.1.1. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion), and in reliance on the accuracy of the representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion) shall purchase, acquire and accept from the Sellers, all of the Sellers’ rights, title and interest in and to the Acquired Assets, subject to adjustment under Section 2.9, free and clear of all Liens, other than Permitted Liens, and without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities. In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Purchaser under this Agreement to the extent and with respect to the Acquired Assets purchased by such Subsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the extent and with respect to the Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any Subsidiary thereof involves or gives rise to any liability or obligation, other than such obligation or liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect to such liabilities or obligations arising from transfers or assignments occurring after the Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such...
Purchase and Sale of Acquired Assets. At the Closing and on the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all Encumbrances except as set forth in the applicable portions of the Disclosure Schedule, all right, title and interest in and to all of the assets of Seller that relate to, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as conducted by the Companies (the “Acquired Assets”), including the following:
(a) all of the issued and outstanding capital stock or shares in the capital of each of the Acquired Companies (the “Acquired Shares”);
(b) all rights of Seller in and to machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind used in the Business by Seller or any of the Acquired Companies, together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “Tangible Personal Property”);
(c) all (i) accounts receivable and notes receivable of Seller, (ii) security for such accounts or notes and (iii) rights of Seller related to any of the foregoing (the “Receivables”);
(d) all rights of Seller in and to inventories, wherever located, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by any of the Acquired Companies (the “Inventories”);
(e) all rights of Seller with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, relating to any of the other Acquired Assets or the Acquired Companies, and interest payable with respect to any of the foregoing (the “Prepaid Items”);
(f) all rights of Seller under (i) Contracts relating to the Business to which Seller is a party or of which it is a third party beneficiary, including (A) Contracts that are included in the other items listed in this Section 2.1, (B) Contracts under which Seller has rights with respect to any of the other Acquired Assets and (C) Material Contracts, and (ii) outstanding offers ...
Purchase and Sale of Acquired Assets. 1. Elan hereby transfers, sells, conveys, assigns and delivers to NBL all right, title and interest in the Territory to (i) the Acquired Assets and (ii) subject to the Demerger Agreement, the Acquired Liabilities. Subject to Article VI hereof and notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer, sell, convey, or assign any Acquired Asset if an attempted transfer, sale, conveyance, or assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such Acquired Asset, or would in any way adversely affect the rights of EPI or EPIL, or upon transfer, sale, conveyance or assignment, NBL under such Acquired Asset.
2. Subject to Article VI hereof, Elan shall use commercially reasonable efforts to conclude as soon as reasonably practicable after the Effective Date the perfected assignments of, and to consummate the transfer of all of Elan’s rights, title, and interest in the Acquired Assets to NBL.
3. Elan shall use commercially reasonable efforts to transfer and deliver all Project Materials and Project Records when and in the manner requested by NBL.
