Sale and Purchase of the Assets. The Seller will sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer or a Buyer Designated Affiliate, and the Buyer or a Buyer Designated Affiliate will purchase from the Seller free and clear of any Encumbrances, other than Permitted Encumbrances, all of the Seller's and the Asset Selling Subsidiaries' rights, title and interest in and to the following assets to the extent used by the Seller and the Asset Selling Subsidiaries in the conduct of the Business (the "Purchased Assets"):
(i) all rights in respect of the Leased Real Property leased by the Asset Selling Subsidiaries and listed in Schedule 2.1(j)(i) (to the extent transferable);
(ii) all furniture, fixtures, office and other equipment, and other items of tangible personal property, including spare parts, supplies, tools, machinery and vehicles, used by the Seller, the Asset Selling Subsidiaries or any other Affiliate of the Seller at the locations at which the Business is currently conducted, or otherwise owned or held by the Asset Selling Subsidiaries at the Closing and used exclusively in the Business or otherwise reflected on the balance sheet of the Business, including, in particular, if Nutrition Brazil has not been established and such assets are not transferred thereto prior to the Closing Date, the equipment and machinery used in the Business as currently conducted in the Federative Republic of Brazil (the "Tangible Personal Property");
(iii) the Inventory;
(iv) the Receivables;
(v) the books of account, general, financial and personnel records, invoices, shipping records, product files, product dossiers (including, but not limited to, health economics dossiers), supplier lists, customer lists and files, correspondence, proprietary information and records and other documents, records and files and any rights thereto, and Tax Returns (and supporting schedules, workpapers and related documents) relating exclusively to the Business;
(vi) the goodwill of the Seller and the Asset Selling Subsidiaries related exclusively to the Business;
(vii) all rights to the Intellectual Property owned, utilized or licensed by or to the Seller, the Asset Selling Subsidiaries or any other Affiliate of the Seller which is used exclusively in or otherwise exclusively related to the Business and the Know-How used primarily in or otherwise primarily related to the Business (the "Separate Intellectual Property"), including the Intellectual Prop...
Sale and Purchase of the Assets. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, (i) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Athene Iowa, and Athene Iowa shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to the Athene Iowa Assets (other than any Nonassignable Assets), free and clear of all Liens and (ii) Seller shall, and shall cause its applicable Subsidiaries to, sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Athene Delaware, and Athene Delaware shall purchase and acquire, all of Seller’s and its applicable Subsidiaries’ right, title and interest in and to the Athene Delaware Assets (other than any Nonassignable Assets), free and clear of all Liens.
(b) Exhibit A lists all of the Assets as of the date hereof. On a weekly basis, from the date hereof until the date that is 10 days prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, the Buyer Representative and Seller will update Exhibits A, A-1 and A-2 to reflect (i) the purchase or sale of any Asset that complies with Schedule 2.2(b), (ii) the allocation of the Assets listed on Exhibit A between Exhibit A-1 and Exhibit A-2 as specified by the Buyer Representative in its sole discretion and (iii) any change in the allocation of the Assets between Exhibit A-1 and Exhibit A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such allocation or change in allocation will be permitted if it would delay or impair the ability of the applicable Buyer to purchase the Assets on the Closing Date pursuant to the terms and conditions of this Agreement. If, as of the tenth (10th) day prior to the scheduled date of the Stockholders Meeting as set forth in the Proxy Statement, any Asset listed on Exhibit A has not been allocated by the Buyer Representative to Exhibit A-1 or Exhibit A-2, then such Asset shall be deemed to be allocated to Exhibit A-1. Following the Closing Date, the Buyer Representative and Seller will update Exhibits A-1 and A-2 to reflect any change in the allocation of the Nonassignable Assets between Exhibits A-1 and A-2 as the Buyer Representative may specify in its sole discretion; provided, however, that no such change in allocation will be permitted if it would delay or impair the ability o...
Sale and Purchase of the Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:
(a) those assets set forth on Schedule 2.1(a);
(b) all Real Property, including, without limitation, that set forth on Schedule 5.10(a);
(c) all fixed assets, including, without limitation, all fixtures, furniture, furnishings, machinery, equipment, tools, jigs, dies, patterns, molds, parts, engineering equipment, communications equipment, accessories, computers and peripheral devices, office and other equipment and appliances wherever located and any replacement and spare parts for any such assets, including, without limitation, those set forth on Schedule 2.1(c);
(d) all (i) inventory, stock in trade, merchandise, goods, supplies and other products, (ii) office supplies and similar materials, and (iii) raw materials, work in progress, finished products, supply and packaging items, promotional materials and similar items, wherever located, including, without limitation, those set forth on Schedule 2.1(d);
(e) all rights under all Permits;
(f) all Contracts, including, without limitation, those set forth on Schedule 2.1(f);
(g) all receivables arising from the operation of the Business (whether prior to, on or after the Closing), including any amounts due or owing to the Business under any Contracts, including, without limitation, those set forth on Schedule 2.1(g);
(h) all rights under or pursuant to all representations, warranties, guarantees and indemnities made by any third party;
(i) all cash, cash equivalents, insurance proceeds, condemnation proceeds or rights, transferable or assignable claims for insurance proceeds, and any other claims, deposits (including security deposits), prepayments, prepaid assets, prepaid expenses, prepaid revenues, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment;
(j) all of the goodwi...
Sale and Purchase of the Assets. Subject to the terms and conditions defined herein, Seller hereby agrees to sell to Buyer the Assets by assigning and transferring the Physical Assets, Contracts and the Technology to Buyer and Buyer hereby agrees to purchase from Seller the Assets by accepting the sale, assignment and transfer of the Physical Assets, the Contracts and the Technology by way of singular succession.
Sale and Purchase of the Assets. 9 2.1 Assets.................................................... 9 2.2
Sale and Purchase of the Assets. 2.1 Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller will sell, transfer and convey the Assets to Buyer and Buyer will purchase the Assets from Seller for the consideration set forth in this Agreement. The sale, transfer and conveyance of the Assets will be made by execution and delivery at the Closing of a xxxx of sale in a form reasonably satisfactory to Buyer's counsel (the "XXXX OF SALE") and such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request. Except to the extent specifically included within the Assets, Seller will not sell, and Buyer will not purchase, any other tangible or intangible assets of Seller.
2.2 The aggregate purchase price (the "PURCHASE PRICE") to be paid for the Assets shall consist of Six Hundred Thousand Dollars ($600,000), as the purchase price for the Business and intangible Assets included in the Assets, plus the sum of: (i) the New Vehicle Purchase Price (as defined in Section 3.1 hereof); (ii) the Demonstrator Purchase Price (as defined in Section 3.2 hereof); (iii) the Used Vehicle Purchase Price, if applicable (as defined in Section 3.6 hereof); (iv) the Parts Purchase Price (as defined in Section 4.5 hereof); (v) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1 hereof); (vi) the Work in Progress Purchase Price (as defined in Section 5.3 hereof); (vii) the F&E Purchase Price (as defined in Section 5.4 hereof); and (viii) the amount of the Liabilities. Each party will use the Purchase Price allocation described in this Section 2.2 in all reporting to, and tax returns filed with, the Internal Revenue Service.
2.3 Upon the terms and subject to the conditions hereinafter set forth, Buyer shall pay the Purchase Price as follows:
(a) At the Closing, Buyer shall deliver to Seller a certified check, or a wire transfer to an account designated by Seller, in an amount equal to the sum of (i) the New Vehicle Purchase Price; (ii) the Demonstrator Purchase Price; (iii) the Parts Purchase Price; (iv) the Miscellaneous Inventories Purchase Price; (v) the Work in Progress Purchase Price; and (vi) the F&E Purchase Price; provided, however, to the extent that (A) Buyer shall have paid or discharged, pursuant to the Management Agreement, any liability or obligation of Seller accrued or outstanding as of the Inventory Date and not included in the Liabilities or (B) Seller shall have collected and not paid over to Buyer any accounts receiva...
Sale and Purchase of the Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Purchasers, and Purchasers shall purchase and acquire from Sellers, free and clear of all Liens, all right, title and interest of Sellers in and to all of its properties, assets, contracts and rights, of every kind and description and wherever located, related to, used in or
Sale and Purchase of the Assets. On the Closing Date (as such term is defined in Section 1.6), Sellers shall sell to Buyers, and Buyers shall acquire from Sellers, the Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyers shall assume the Assumed Liabilities (with GFS Stores acquiring that portion of the Assets and assuming that portion of the Assumed Liabilities relating to the Retail Store Business and GFS Orlando acquiring that portion of the Assets and assuming that portion of the Assumed Liabilities relating to the Meat Processing Business), on the terms and subject to the conditions set forth in this Agreement.
Sale and Purchase of the Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign and deliver (or cause to be sold, transferred, assigned and delivered) to Buyer, and Buyer shall purchase and acquire, all of Seller’s right, title and interest in and to the Assets. For purposes of this Agreement, “Assets” shall mean all of the assets, rights, benefits, titles to, contracts, interests, privileges and agreements (which shall not in any event include any of the Excluded Assets) as set forth on Schedule I hereto, together with such changes, deletions or additions occurring between the date hereof and the Closing Date in the ordinary course of business.
Sale and Purchase of the Assets. Upon and subject to the terms and conditions hereinafter set forth in this Agreement, Seller hereby agrees to sell, assign and transfer to the Buyer on the Closing Date (hereinafter defined), and the Buyer hereby agree to purchase from Seller on the Closing Date, the Assets, for and in consideration of the purchase price set forth in Section 1.2 hereof. Except as qualified herein relative to the liens and security interests of GE described herein, Seller agrees to convey good and marketable title to the Assets as of the date referenced above.
