Acquisition Assets Sample Clauses
The "Acquisition Assets" clause defines which specific assets are being transferred from the seller to the buyer as part of an acquisition transaction. It typically lists or describes the tangible and intangible assets included in the sale, such as equipment, inventory, intellectual property, contracts, and goodwill, while also clarifying any excluded assets. By clearly identifying what is and is not being acquired, this clause ensures both parties have a mutual understanding of the scope of the transaction and helps prevent disputes over asset ownership after closing.
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Seller, subject to SECTION 3.2 hereof, all of the assets, properties and rights of Seller, including without limitation all of Seller's right, title and interest in and to the following:
(i) the fee simple interest in and to the properties described on SCHEDULE 3.1(i) (the "ACQUIRED PROPERTY" or "ACQUIRED PROPERTIES");
(ii) all buildings, structures, fixtures and other improvements located on the Acquired Properties (the "IMPROVEMENTS");
(iii) all right, title and interest of Seller in and to (i) all easements, tenements, hereditaments, privileges and appurtenances in any way belonging to the Acquired Properties and the Improvements, (ii) any land lying in the bed of any highway, street, road, avenue or access way, open or proposed, in front of or abutting or adjoining the Acquired Properties and the Improvements, (iii) the use of all strips and rights of way, if any, abutting, adjacent, contiguous to or adjoining the Acquired Properties and the Improvements, and (iv) all other rights and appurtenances belonging or in any way pertaining thereto including, without limitation, all water, wastewater and other utility rights and capacities (the "APPURTENANCES");
(iv) all right, title and interest in, to and under all real property leases to which Seller is a party as a tenant or lessee on the Closing Date including, without limitation, those listed on SCHEDULE 3.1(iv) hereto (the "ASSUMED LEASES");
(v) all of the machinery, equipment, trade fixtures, tools, furniture, appliances, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property owned by Seller, or of which Seller has the current possession and use, on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(v) hereto (collectively, the "EQUIPMENT");
(vi) all motor vehicles and rolling stock owned by Seller on the Closing Date, including, without limitation, those listed on SCHEDULE 3.1(vi) hereto (collectively, the "MOTOR VEHICLES");
(vii) all office supplies, kitchen supplies, laundry supplies, medical supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed in the Business and other similar items which exist on the ...
Acquisition Assets. 2 SECTION 3.2
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire from Seller, all ownership and transferability of the technology entitled "Needle Channel Attachment Device for a Disposable Syringe" including but not limited to all of the U.S. and foreign patents (attached hereto as Exhibit A) and a complete understanding of the Company's 510 K FDA application and the assignment of the 510 K application to Medi-Hut or its assignees (attached hereto as Exhibit B).
Acquisition Assets. In connection with each Acquisition, the applicable Seller has transferred to the Borrower valid title to the property and assets of such Seller purported to be conveyed thereby, free and clear of all mortgages, pledges, liens, charges, restrictions, conditions and other sale agreements, encumbrances, security interests, options or claims other than those permitted by Section 9.2 hereof.
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Newpark shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Newpark, the assets of Newpark attached hereto (the " Acquisition Assets"), free and clear of any and all Liens, other than Permitted Encumbrances.
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire from Seller, all of the State of Utah, Trust Lands Administration Coal Leases owned by Seller as follows: ML43951, ML43959 (the "ACQUISITION ASSETS");
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing NESI shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from NESI, the assets of NESI listed on Exhibit B attached hereto (the "Exhibit B Assets"), free and clear of any and all liens other than Permitted Encumbrances. After the Closing, NESI agrees to use commercially reasonable efforts to acquire title to the assets listed on Exhibit A attached hereto (the "Exhibit A Assets") and to transfer, convey, assign and deliver the Exhibit A Assets to Purchaser, free and clear of any and all liens other than Permitted Encumbrances, without additional consideration. The Exhibit A Assets and the Exhibit B Assets are sometimes collectively referred to herein as the "Acquisition Assets." NESI's failure to acquire title to the Exhibit A Assets shall not constitute a breach of this Agreement and shall not entitle Purchaser to any reduction in the Purchase Price."
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing (as hereinafter defined), Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire and purchase from Seller, all of Seller's right, title and interest in and to the following:
(i) all of the machinery, equipment, trade fixtures, tools, furniture, computers, appliances, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property listed on Schedule 2.1(i) hereto (collectively, the "Equipment");
(ii) all motor vehicles and rolling stock listed on Schedule 2.1(ii) hereto (collectively, the "Motor Vehicles");
(iii) all supplies, inventory, spare parts, safety equipment, maintenance supplies, other supplies used or consumed in the Business and other similar items which exist on the Closing Date (collectively, the "Supplies");
(iv) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee-for-service, operating and other contracts of Seller), leases (other than the lease with respect to the real property owned by Shareholder and Donn▇ ▇▇▇▇▇▇▇▇▇), ▇greements, equipment or other lease licenses, government contract awards, management agreements and building service agreements applicable to the Business and to which Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound including, without limitation, those listed on Schedule 2.1
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing (as hereinafter defined), the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and purchase from the Seller, all of the assets, properties and rights of the Seller, including without limitation all of the Seller’s right, title and interest in and to the following:
(a) all right, title and interest in, to and under all real property leases set forth on Schedule 2.1(a) (the “Assigned Leases”), and all leasehold improvements and fixtures located on the Leased Premises (the premises leased pursuant to the Assigned Leases referred to herein as the “Leased Premises”);
(b) all of the machinery, equipment, trade fixtures, tools, furniture, computers, appliances, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property owned by the Seller, or of which the Seller has the current possession and use, on the Closing Date, including without limitation those listed on Schedule 2.1(b) hereto;
(c) all motor vehicles and rolling stock owned by the Seller on the Closing Date, including without limitation those listed on Schedule 2.1(c) hereto;
(d) all supplies, spare parts, safety equipment, maintenance supplies, other supplies used or consumed in the Business and other similar items which exist on the Closing Date, including those shown on the books and records of the Seller and the Acquired Entities, located on the Leased Premises or otherwise (collectively, the “Supplies”);
(e) all right, title and interest in, to and under all contracts (including, without limitation, all of the fee for service, operating, customer supply and other contracts of Seller), personalty leases, agreements, equipment or other lease licenses, contract awards, management agreements and building service agreements to which the Seller is a party on the Closing Date or by which any of the Acquisition Assets (as hereinafter defined) are then bound which are listed on Schedule 2.1(e) hereto (collectively, the “Assigned Contracts”);
(f) all goodwill and going concern value;
(g) all right, title and interest in all licenses, permits, applications, registrations, exemptions, notices of intent, franchises, consents, waivers, variances, authorizations, approvals and orders issued by any federal, state, municipal or other Governmental Auth...
Acquisition Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall acquire from Seller, all of the State of Utah, Trust Lands Administration Coal Leases owned by Seller as follows: ML43955, ML43952 and ML45963 (the "Acquisition Assets"), and the Purchaser understands that the Coal Purchase contract may be in the form of an acceptable Letter Of Intent;