Acquired Assets Clause Samples

Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Section 4 hereof, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, all of the following assets (all of which assets are hereinafter referred to collectively as the "Acquired Assets"): (a) All of the Seller's rights and title to, and interest in, any and all machinery, installations, equipment, furniture, tools, spare parts, supplies, materials and all other personal property used in connection with the Business, including without limitation those items described on Schedule 1(a) hereto (the "Equipment"); (b) All of the Seller's rights under purchase orders, website agreements, development agreements and under all other contracts, commitments and agreements of the Seller in connection with the Business that have been entered into by the Seller in the ordinary course of business prior to the Closing (the contracts and agreements referred to in this paragraph (b) being referred to collectively as the "Contracts"), including, without limitation, those Contracts listed on Schedule 1(b) hereto; (c) All of the Seller's transferable rights under the licenses, permits and approvals, both governmental and private, which are necessary or required for the operation, use or ownership of the Business or any of the Acquired Assets (the "Permits"); (d) All of the Seller's source codes, URL's, trademarks, trade names, trade secrets, corporate names, service marks, domain names, copyrights, designs, patents, software code and architecture, other intellectual property, licenses (as licensee or licensor), other agreements and applications with respect to any of the foregoing, production records, technical information, all know-how, processes, supplier lists, telephone numbers, all other intangible assets, and all goodwill of the Seller relating to the Business (all intellectual property, licenses, contracts and other intangible assets referred to in this paragraph being referred to collectively as the "Intangibles"), including, without limitation, those described Intangibles on Schedule 1(d) hereto; (e) Copies of all of the Seller's accounting books, records and ledgers, employment and personnel records for all employees of the Seller, owned information systems and all other documents and records relating to the Acquired Assets or the Business; (f) All of the Seller's transferable rights unde...

Acquired Assets. As used in this Agreement, the “Acquired Assets” shall mean all of the assets, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, the following:

Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, on the Closing Date (as defined in Section 3), Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the following assets of Seller (the “Acquired Assets”), and no others: (a) one Optiform 50 CNC lathe (the “Lathe”) with Veriform attachment, associated lens design software and all other associated apparatus necessary for Soft Lens Line manufacturing (the “Lathe Accessories”, including, without limitation, the items listed on Schedule A), together with all related manufacturer’s warranties, if any, and all related operating and maintenance manuals and records; (b) the equipment listed on Schedule B-1 and the soft lens material inventory listed on Schedule B-2 (the “Soft Lens Material Inventory”); (c) all trademarks, service marks, domain names, trade names, patents and copyrights and registrations and applications for registration of any of them, United States Food and Drug Administration (“FDA”) approvals and applications for approvals (for example, PMAs and 510Ks), inventions, improvements, discoveries, designs, specifications, know-how, standard operating procedures, techniques, processes, technical information, trade secrets, and any other intellectual property rights owned or licensed by Seller, which relate specifically to the Soft Lens Lines (together, “Intellectual Property”, including, without limitation, those listed in Schedules C-1 (FDA Matters) and C-2 (Other Intellectual Property)), and all good will associated with the Soft Lens Lines; provided, however, that Seller’s MV2 trademark, Serial No. 76345134; Registration No. 2701987 (the “MV2 Trademark”), shall be excluded; and (d) all advertising and marketing brochures and other materials relating exclusively to the Soft Lens Lines (and all copyrights therein), including, without limitation, specifications sheets, use instructions, fitting guidelines and customer lists (the “Customer Lists”, which need only disclose customers for the Soft Lens Lines and are being delivered to Purchaser on the date of this Agreement, subject to Section 1.6.). All other assets of Seller, including, without limitation, all accounts receivable, cash and cash equivalents and the consideration payable to Seller by Purchaser, are excluded from the Acquired Assets.

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer and Buyer shall buy and acquire from Seller, free and clear of any liens, restrictions, restrictions on transfer, options, pledges, rights of first refusal, mortgages, licenses, easements, security interests, claims, charges or encumbrances of any kind or nature whatsoever (“Liens”), other than Permitted Liens, all of Seller’s right, title and interest in and to the following (collectively, the “Acquired Assets”): (a) The equipment listed on the attached Schedule 1.1(a), as amended from time to time with the mutual consent of the parties (the “Equipment”); provided, however, that Seller shall not deliver such Equipment at Closing; (b) The originals or a copy of all design specification documents for the Facility, specified by title and date; (c) The originals or a copy of all engineering drawings for the Facility, specified by title and drawing number; (d) The originals or a copy of all licensing documents for the Facility, specified by type and date, including the initial license application made by Seller to the Nuclear Regulatory Commission (the “NRC”) for the Facility and related correspondence between Seller and NRC with respect thereto; (e) The originals or a copy of all vendor files consisting of information relating to the Acquired Assets; (f) The originals or a copy of control logic definitions, listings and logic drawings for the Facility, specified by title and drawing number; (g) The two most recent versions of the operating procedures for the Facility, specified by procedure number, in electronic format; (h) All know-how, technical information, data and process technology (the “Know How”), related to the Facility in Seller’s possession; (i) All software related to the operation of the Facility in Seller’s possession (“Software”); and (j) A technical support services agreement in the form attached hereto as Exhibit A (the “Support Agreement”).

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interest in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets”): (a) the Site and the Facility; (b) those easements and other Contracts relating to the Site set forth in Section 2.1(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facility or the Site, including any property purchased but not yet located at the Facility or the Site (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Site and the Facility; (e) all Contracts entered into by Seller related to the Facility or the Site, as set forth in Section 2.1(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facility or the Site or used in connection with the Facility or the Site (collectively, “Inventory”); (g) all of Seller’s rights to use and sell electricity, capacity or ancillary services with respect to the period commencing after the Effective Time; (h) all Intellectual Property related solely to the Site or Facility or used primarily in connection with the Business; (i) all Emission Allowances held by or allocated or issued to Seller or with respect to Seller’s Interest in the Site or Facility in connection with the Business or the Acquired Assets for the year in which Closing occurs and each year thereafter or otherwise needed to offset Seller’s share of emissions with respect to the Facility under the Emissions Agreement prior to the Closing Date; (j) the rights which, if not for the transactions contemplated herein, wo...

Acquired Assets. In accordance with the terms and conditions of this Agreement, Seller shall sell, transfer, convey and assign to Buyer and Buyer shall purchase, acquire and accept on the Closing Date, as hereinafter set forth, all of Seller's right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances (as defined below). For convenience, the business conducted by Seller with respect to the Acquired Assets is sometimes referred to as the “Acquired Business.”

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation...

Acquired Assets. On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Buyer, all right, title and interest of the Seller in and to all of the tangible and intangible assets, business, goodwill and rights of the Seller used in, arising out of, or related to, the Business, other than the Excluded Assets (all such assets, business, goodwill and rights being purchased hereunder are collectively referred to as the “Acquired Assets”), as the same shall exist immediately prior to the Closing, free and clear of all Liens, including, without limitation, the following (to the extent used in, arising out of, or related to, the Business): (a) all machinery, equipment, tooling, dies and molds (whether located at the facilities of the Seller or at other locations), furniture, fixtures, demonstration units, trade show booths and related equipment, and other tangible personal property listed on Schedule 1.1(a) on an “as is” basis; (b) all (i) production equipment including purchase information, operator manuals and service records, including warranties, if applicable; (ii) tools, molds, materials (for example, non-inventory, indirect supplies); and (iii) testing equipment required for quality control used exclusively in the Business; (c) All software and computer hardware required for manufacturing the Misonix Fume Products currently manufactured by the Seller in the Business; (d) all Intellectual Property set forth on Schedule 1.1(d), the goodwill associated therewith, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions, and all rights granted to the Buyer under the Trademark License Agreement (the “Fume Intellectual Property”), subject to the limitations set forth in Section 2.4; (e) to the extent that the same are assignable, unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(e), licenses, commitments, plans, instruments, arrangements, understandings and proposals, documents (whether of real or personal property) (including, without limitation, any such agreements, contracts, licenses, commitments, and documents listed on Schedule 3.13), including all amendments and supplements thereto (collectively, the “Contracts”) subject to the limitations set forth in Section 2...

Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).