Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 and 6.2, at the Closing the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser, all right, title and interest in and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date:
(a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS");
(b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS");
(c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases;
(d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual...
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):
(a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.
(b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation;
(c) all raw materials, works-in-process, ...
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:
(a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets;
(b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”);
(c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys;
(d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations;
(e) all Seller Intellectual Property;
(f) all Product Records;
(g) all Product Promotional Material;
(h) all Seller Products Technical Information;
(i) all Purchased Product Inventory; and
(j) all goodwill and the going concern value of the Product Business.
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):
(a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed);
(b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);
(c) The Receivables;
(d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;
Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.
Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and pursuant to the terms of the Joinder Agreement shall cause each Seller Party to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller and the applicable Seller Parties, pursuant to this Agreement, free and clear of all Liens (except for Permitted Liens), all of the right, title and interest of Seller or any Seller Party in and to the assets, and properties of every kind and description, real, personal or mixed, tangible or intangible then owned or held by Seller or any Seller Party and used primarily in the Business (except as expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including all right, title and interest of Seller and the Seller Parties as of the Closing to the following (excepting only the Excluded Assets):
(a) (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closing;
(b) All accounts receivable generated by the Business for periods prior to the Closing Date;
(c) All of (i) the real property interests owned by Seller or any Seller Party, as applicable, that are primarily used or primarily held for use in the Business, including but not limited to all Owned Real Property; and (ii) the Tower Leases described in Section 3.11(b) of the Disclosure Schedule and the Real Property Leases described in Section 3.11(d) of the Disclosure Schedule applicable to the Stations (in the case of both (i) and (ii) above, including any appurtenant easements, buildings, structures, fixtures and other improvements located thereon);
(d) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property that are primarily owned or primarily held by Seller or any Seller Party, as applicable, and primarily related to any Station, except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1 (“Tangible Personal Property”);
(e) All Intellectual Property (other than Regi...
Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing), and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”Purchased Assets”):
(i) all of the Seller’s right, title and interest in, to and under the Owned Intellectual Property (including Patents claiming any Trade Secrets existing as of the Closing Date) and the Transferred IP Agreements, copies and tangible embodiments thereof in whatever form or medium, and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof;
(ii) all Claims, causes of action, choices in action, rights of recovery and rights of setoff of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, or equipment, or components thereof), related to the Owned Intellectual Property and the Transferred IP Agreements;
(iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation;
(iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing;
(v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and
(vi) to the extent transferable, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of ...
Purchase and Sale of Purchased Assets. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the Vendor’s right, title and interest in and to the Purchased Assets, which shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order.
Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, all of its right, title and interest in and to all of the Purchased Assets, wherever situated, free and clear of all Encumbrances other than as set forth on Schedule 4.8.
Purchase and Sale of Purchased Assets the Vendor shall sell and the Purchaser shall purchase the Purchased Assets for the Purchase Price payable as provided in this Agreement;
