Sale and Transfer of Assets. 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 Purchaser and Purchaser shall purchase, acquire and accept from the Sellers free and clear of any Liens, other than Permitted Liens, all of the Sellers' right, title and interest at the Closing in and to all of the properties, assets and rights of every kind and description, whether accrued, contingent or otherwise, exclusively related to or exclusively used or held for use in connection with the Business (other than the Excluded Assets), including all assets (other than Excluded Assets) that may have been acquired by the Sellers for use exclusively in connection with the Business between the date hereof and the Closing Date (which shall be collectively referred to herein as the "Purchased Assets"), except for any such assets which may be disposed of, or sold or consumed prior to the Closing Date in the ordinary course of business. The Purchased Assets shall include, without limitation, all of the Sellers' right, title and interest at the Closing in and to all the following (except to the extent they constitute Excluded Assets):
(a) all Intellectual Property owned or licensed by each Seller and used in or relating exclusively to the conduct of the Business as set forth on Schedule 2.1(a);
(b) all Contracts (other than Excluded Contracts) used in or relating exclusively to the conduct of the Business as set forth on Schedule 2.1(b) to which each Seller is a party (collectively, the "Assumed Contracts");
(c) all rights of each Seller in and to the real property leases used in or relating exclusively to the conduct of the Business, together with all fixtures and other improvements thereon ("Leases"), including the Leases as set forth on Schedule 2.1(c);
(d) all accounts receivable, trade receivables and other amounts owing from customers and clients of each Seller;
(e) all books, records, customer lists, vendor lists, supplier lists, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, used in or relating exclusively to the conduct of the Business;
(f) all personal computers, computer hardware and software of each Seller used in or relating exclusively to the conduct of the Business;
(g) all inventory used in or relating exclusively to the conduct of the Business, including without limitation, goods, goods-in-transit, supplies, container...
Sale and Transfer of Assets. Subject to the terms and conditions of this Agreement, at the Effective Date, the Company will sell, assign, grant, transfer and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectively, the “Assets”). The Assets shall include the following:
(a) all inventory, a list of which is attached hereto as Schedule 1.1(a) (the “Inventory”);
(b) all tangible personal property, including that listed on Schedule 1.1(b);
(c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c);
(d) collectible accounts receivable in the amount of $25,000;
(e) the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”);
(f) to the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f);
(g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g);
(h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h);
(i) to the extent assignable, the Company’s right to the Leased Premises;
(j) all rights of the Company’s claims for refunds and rights to offset in respect thereof, relating to the Assets;
(k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected infor...
Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller), and Buyers shall accept from Seller all of the assets listed on Schedule 1.1 (collectively, the "Assets"), including without limitation:
(a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:
(b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts");
(c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits");
(d) all customer lists of the Seller relating to the Business;
(e) the good will of the Business;
(f) all deposits, credits, advance payments, claims or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any of the Assets and all books and records primarily in connection with the operation of the Business; and
(g) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998.
Sale and Transfer of Assets. On the Closing Date (as hereinafter defined), subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of the following assets and properties of the Business, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including:
(a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto;
(b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto;
(c) all packaging materials and other supplies of Seller (the "Supplies");
(d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer;
(e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business;
(f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business;
(g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business;
(h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date;
(i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer h...
Sale and Transfer of Assets. Upon the terms and subject to the conditions of this Agreement, Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and to the following property, excluding the Retained Assets (collectively, the “Acquired Assets”), together with the related Liabilities:
(a) all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement;
(b) all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”...
Sale and Transfer of Assets. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.
Sale and Transfer of Assets. The Sellers agree to sell, convey and deliver the Assets to Buyer at the Closing (as defined in Section 7 below), free and clear of all liens, security interests, pledges, and encumbrances.
Sale and Transfer of Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, GB Ltd. shall sell, convey, assign, transfer and deliver to Buyer and cause the other Asset Sellers to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Asset Sellers, all of the Asset Sellers’ right, title and interest in and to (x) all assets, rights, properties, claims, contracts and business used (or held for use) by the Asset Sellers primarily in the conduct of, or otherwise primarily related to, the AS&O Business as of the Closing Date, including the specifically identified assets, rights, properties, claims, contracts and business set forth below, and (y) such other assets, rights, properties, claims, contracts and business as are set forth below (such assets, rights, properties, claims, contracts and business of the Asset Sellers collectively, the “Acquired Assets”):
(i) all contracts related to the leasehold interests in real property described on Section 2.1(b)(i) of the Disclosure Schedule and the leasehold interests in such real property (collectively, the “Assigned Real Property Leases”) and all rights of the Asset Sellers in any structures, improvements, buildings and facilities located on such leased property (the “Assigned Leased Facilities”);
(ii) all parcels of real property owned in fee simple or the local equivalent described on Section 2.1(b)(ii) of the Disclosure Schedule and all fixtures, buildings, structures and improvements thereon and all easements and other rights and interest appurtenant thereto (the “Owned Facilities” and each an “Owned Facility”);
(iii) all equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property (collectively, the “Equipment”) (A) located at the Owned Facilities or the Assigned Leased Facilities or (B) used (or held for use) by the Asset Sellers primarily in the conduct of, or otherwise primarily related to, the AS&O Business, including any items set forth on Section 2.1(b)(iii) of the Disclosure Schedule, and all warranties and guarantees, if any, express or implied, existing for the benefit of the Asset Sellers in connection with such Equipment, to the extent transferable (with respect to warranties and guarantees);
(iv) all Inventory used (or held for use) by the Asset Sellers primarily in the conduct of, or otherwise primarily related to, the AS&O Business, to the extent not sold prior to the Closing;
(v) all customer lists...
Sale and Transfer of Assets. On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all its assets, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the “Assets”) including:
(a) software product commonly referred to as “iSales”, which also includes the “iDatabase”, as further described on Exhibit A hereto;
(b) all prepaid amounts received for work to be performed by Seller on or after the Closing Date;
(c) all Intellectual Property rights associated with the foregoing. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service xxxx registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“URLs”) and the corresponding Internet sites (collectively, the “Sites”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) the minute books, stock record books, stock ledgers and tax records of Seller; (iii) any contracts or asset...
Sale and Transfer of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall at the Closing, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire, free and clear of all Encumbrances other than Permitted Encumbrances, from Seller for the Purchase Price, all of Seller’s right, title and interest in and to the Assets set forth on Schedule 2.1 attached hereto and the goodwill of the Business.
