Acquired Assets Clause Samples
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Acquired Assets. On the terms and subject to the conditions ---------------- contained in this Agreement, on the Closing Date, Purchaser shall acquire from Seller, and Seller shall convey, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller to the extent related or used in the Business including all of the following (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assets:
(i) all cash items listed on the Acquired Assets Schedule; --------------------------
(ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; --------------------------
(iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); -------------------
(iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ;
(v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business records;
(vi) all Proprietary Rights, if any, including, without limitation, those listed on the Proprietary Rights ; -------------------------
(vii) all trade accounts receivable as of the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------
Acquired Assets. “Acquired Assets” means all of Seller’s right, title, and interest in and to the following, but excluding the Excluded Assets:
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).
Acquired Assets. Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:
Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties, goodwill and rights owned by the Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, the following:
Acquired Assets. The Acquired Assets include all of the assets, properties and rights of every type, description, whether tangible, whether intangible, real personal or mixed and whether accrued, contingent or otherwise that are necessary for, used or usable in the conduct of the business of Seller in the manner in which such business has been and is now conducted. Seller owns good and marketable title to or has valid leasehold interests in all of the Acquired Assets free and clear of all Liens.
Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiary, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photogra...
Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.
Acquired Assets. 1 2.2 Assets Not Being Acquired......................................................................2 2.4
Acquired Assets. On and subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.2), the Buyer shall purchase from the Sellers, and each of the Sellers shall sell, transfer, assign, convey and deliver to the Buyer, all right, title and interest in and to all of the assets, business, goodwill and rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) below), free and clear of all liens, claims and encumbrances, including, without limitation, all right, titt▇▇ ▇▇▇ interest of each of the Sellers, if any, in, to and under the following assets:
(a) all inventories of spare parts, work-in-process, raw materials, finished products, supplies, shipping containers and other materials used in the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1
(a) hereto (the "Inventory");
(b) all machinery, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets");
(c) all written and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts");
(d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇lahoma (the "Tulsa Facility");
(e) subject to Section 6.10, the November Bill▇▇▇▇ (▇▇ herein defined);
(f) all software, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Business;
(g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acqui...