Sale and Purchase of Assets. (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.
(b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction.
(c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.
Sale and Purchase of Assets. Subject to Section 2.2, Section 2.11, Section 2.12, Section 5.5 and Section 5.16, upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause the other Asset Selling Entities to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller and the other Asset Selling Entities (the “Sale”), all of Seller’s and the other Asset Selling Entities’ right, title and interest, free and clear of any Liens (other than Permitted Liens), in and to the following assets, properties and rights (tangible and intangible and wherever located), as such assets, properties and rights shall exist at the Closing (such assets, collectively, the “Transferred Assets”):
(a) all of the following Intellectual Property: (i) the patents and patent applications set forth on Schedule 2.1(a)(i) to this Agreement, together with any extensions, supplemental protection certificates, reexaminations, reissues, renewals, divisions and continuations and foreign counterparts claiming priority to any of the foregoing (the “Transferred Patents”); (ii) the Marks and applications for the registration of Marks set forth on Schedule 2.1(a)(ii) to this Agreement, including all translations, adaptations, and combinations thereof, and all common law rights, registrations, applications for registration thereof, together with any extensions and renewals thereof, and together with the goodwill associated with any of the foregoing (the “Transferred Trademarks”); (iii) the copyright registrations set forth on Schedule 2.1(a)(iii) to this Agreement (the “Transferred Copyrights”); (iv) the Internet domain name registrations set forth on Schedule 2.1(a)(iv) to this Agreement (the “Transferred Domain Names”); and (v) the Product Technology Related to the Business (the “Transferred Product Technology”) (collectively, the “Transferred IP”);
(b) all Contracts Related to the Business, including the Contracts set forth on Schedule 2.1(b) to this Agreement (the “Transferred Contracts”) and any rights or claims arising thereunder;
(c) all machinery, equipment, office equipment and all other items of tangible personal property of any Asset Selling Entity that is Related to the Business (other than any such items set forth on Schedule 2.2(t) to this Agreement and the Swiss Manufacturing Facilities Tangible Personal Property, in each case, which are, for the avoidance of doubt, Excluded Assets);
(d) subject to Sections 5.1(b) a...
Sale and Purchase of Assets. At the Closing, each Asset Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from such Asset Seller, free and clear of all Liens (other than Permitted Liens), on the terms and subject to the conditions and exclusions set forth in this Agreement, all (a) Internet domain names of such Asset Seller primarily used or held for use in the Business, (b) the Franchise Agreements, but only to which such Asset Seller is a party and listed on Section 2.14(a) of the Company Disclosure Schedule, (c) the accounts receivable of such Asset Seller arising from such Asset Seller’s Franchise Agreements, (d) all claims, causes of action, rights of recovery, rights of set-off, and warranties of such Asset Seller (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or otherwise) to the extent relating to the Business or any Purchased Assets, and all defenses and rights of offset or counterclaim to the extent relating to the Assumed Liabilities, in each case including all proceeds, monies and recoveries therefrom received after the Effective Time, and (e) all books and records of such Asset Seller to the extent relating to the Business ((a) – (e) collectively, the “Purchased Assets”), including those items set forth on Section 1.2 of the Company Disclosure Schedule. Purchaser shall not purchase, and the Purchased Assets shall not include, any assets, rights or properties of the Asset Sellers other than those set forth in subsections (a) – (e) above (all such assets, rights and properties not being purchased, the “Excluded Assets”).
Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”):
(a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Patents;
(b) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarks;
(c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How;
(d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility;
(e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment;
(f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility;
(g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility;
(h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date;
(i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable;
(j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions);
(k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and
(l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regardin...
Sale and Purchase of Assets. 2 2.1 Agreement to Sell and Buy..............................................................2 2.2 Assumption of Liabilities and Obligations. ............................................2 2.3
Sale and Purchase of Assets. At the Closing, Sellers shall sell and transfer to Purchasers, and Purchasers shall purchase from Sellers, all of Sellers' properties and business as a going concern and goodwill and assets of every kind, nature and description existing on the Closing Date, wherever such assets are located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in its books or financial statements, except those assets specifically excluded pursuant to Section 2.02, free and clear of all Encumbrances other than Permitted Encumbrances. The properties, business, goodwill and assets of Seller to be transferred hereunder (collectively, the "Purchased Assets") shall include but not be limited to the following:
(a) All of Sellers' furniture, fixtures, equipment, paper concession goods, and supplies including the items listed on Schedule 2.01(a);
(b) All of Sellers' rights under the Leases (as defined in Section 3.12) and all of Sellers' rights under all other leases, contracts, agreements and purchase and sale orders (collectively, the "Contracts") including any and all security deposits paid under the Leases and the Contracts (the "Security Deposits") and all of Sellers' rights in and to the telephone numbers currently used for the Theaters;
(c) All of Sellers' goodwill and rights in and to the names of each of the Theaters and in any other tradename, trademark, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, and any other forms of Intellectual Property;
(d) To the extent not described above, all of the assets reflected on the Balance Sheets.
Sale and Purchase of Assets. (a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties contained herein, at the Closing, for the consideration specified in Section 4.1, the Company will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Company, all of the Company's right, title and interest in and to (i) the Business Intellectual Property, free and clear of any Liens, other than Permitted Liens, (ii) the Transferred Bank Accounts, free and clear of any Liens, other than Permitted Liens, and (iii) all other assets, properties and rights (whether tangible or intangible, real, personal or mixed, fixed, contingent or otherwise, and wherever located) of the Company or otherwise Related to the Business (except for Retained Assets), in each case free and clear of any Liens, other than Permitted Liens, as the same shall exist on the Closing Date, including the following to the extent Related to the Business (unless otherwise provided):
(i) all real property Leases set forth on Schedule 2.1(a)(i);
(ii) all accounts, loans and notes receivable (whether current or not current), performance and surety bonds and letters of credit or other similar instruments in favor of the Company;
(iii) all inventories, including finished products, work-in-process, materials, parts, components, production stock, accessories, supplies and consigned inventory (including all such inventories that are held by third parties);
(iv) all machinery, equipment, tooling, vehicles, furniture and fixtures, leasehold improvements, plant and office equipment, test equipment, laboratory equipment and supplies, repair parts, repair stock, tools, computer hardware and software (including all enterprise information systems), engineering and design equipment, computer networking equipment and other tangible personal property, together with any rights, claims and interests arising out of maintenance or service contracts relating thereto or the breach of any express or implied warranty by the manufacturers or sellers of any such assets or any component part thereof;
(v) all Contracts, including all rights to receive payment for products sold or services rendered, and to receive goods and services, pursuant to Contracts and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder (whether or not arising or asserted before, on or after the Closing Date);
(vi) all credits, advances, pr...
Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, free and clear of all liens, claims and encumbrances, and Buyer shall purchase, accept and acquire from Seller the Assets.
Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).
Sale and Purchase of Assets. Subject to all of the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), Seller shall sell, assign, transfer, deliver and convey to Buyer, and Buyer shall purchase from Seller, the following properties, rights and assets of Seller, free and clear of all liens, pledges encumbrances or rights of third parties of any kind, directly relating to the Business, except for the Excluded Assets (as hereinafter defined), all as such assets on the Closing Date (such assets are collectively referred to herein as the “Assets”):
(a) The right to use the name "Capital Resources Solutions, LLC.” together with all trademarks, trade names and trade logos associated therewith, all of which are set forth on Schedule 1.1 attached hereto;
(b) All the rights of Seller with respect to the customer contracts and lists described in Schedule 1.1 (the “Contracts”) and all existing lists, including lists rented or owned by Seller, documents and records of Seller relating to past, present and prospective customers, such lists to be in both printed form and computer media, including source documentation such as qualification files.
(c) All the rights of Seller with respect to the contracts set forth on Schedule 1.1;
(d) All materials, records and files pertaining to the Seller’s business;
(e) All existing promotional materials, market research studies and advertising materials;
(f) All tangible property used in the operation of the Business, including, but not limited to all office and computer equipment as described in Schedule 1.1(f); and;
(g) All of the goodwill and going concern value relating to the Business.
