Assets Acquired. Subject to the terms and conditions of this Agreement, the Seller agrees to sell, assign, convey, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to purchase and acquire from the Seller on the Closing Date, all of the Purchased Assets, and the Seller and the Purchaser agree to execute an Assignment of License Agreement in the form of Exhibit A for Seller to transfer a license to the Purchaser to use on and after the Closing Date all of the Licensed Proprietary Rights.
Assets Acquired. The Assets to be acquired by the Acquiring Fund from Xxxxxxxxxx on behalf of the Acquired Funds shall consist of all of the Acquired Funds' property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by the Acquired Funds, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Funds, as of the Valuation Time described in Section 4. As used in this Agreement, the term "Investments" shall mean the Acquired Funds' investments shown on the statements of assets and liabilities at December 31, 2002 referred to in Section 2(c) hereof, as supplemented with such changes as Xxxxxxxxxx, on behalf of the Acquired Funds, shall make after December 31, 2002 only in the ordinary course of its business.
Assets Acquired. The assets to be acquired by the Acquiring Series from Company shall consist of all of Company's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by Company and any deferred or prepaid expenses shown as an asset on the books of Company as of the Valuation Time described in Section 4.
Assets Acquired. Upon consummation of the transactions contemplated by this Agreement, Enterra Sub shall have acquired from Seller all of the assets (other than Excluded Assets, as defined herein) being used (or held for use) to generate the operating results reflected in Seller's Financial Statements. Since the Balance Sheet Date there has been no change in the inventory or revenue producing equipment of the Business that generated the revenues reflected in the Seller's Financial Statements, other than changes in the ordinary course of the Business, consistent with the past practice, which are not material in the aggregate.
Assets Acquired. On the terms and subject to the conditions of this Agreement, Seller shall, on the Closing Date, sell, assign, transfer, convey and deliver to Purchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser free and clear of any liens, encumbrances or liabilities, and Purchaser shall acquire from Seller, on the Closing Date, all of Seller's right, title and interest in and to the following assets listed on Schedule 1 hereto, with the exception of (i) all contract rights contained in that certain Registration Rights Agreement and that certain Investment Agreement, both dated March 31, 2006 and both by and between Seller and Dutchess Private Equities Fund, LP ("Dutchess"), and (ii) that lease (rental agreement) by and between Seller and A-1 Self Storage located in El Cajon, California, and (iii) $500 cash (collectively, the "Assets").
Assets Acquired. The assets to be acquired by the Acquiring Series from FHIT shall consist of all of FHIT's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by FHIT and any deferred or prepaid expenses shown as an asset on the books of FHIT as of the Valuation Time described in Section 4. (c)
Assets Acquired. The assets to be acquired by the Acquiring Series from NIF shall consist of all of NIF's property, including, without limitation, all Investments (as defined below), cash and dividends or interest receivables which are owned by NIF and any deferred or prepaid expenses shown as an asset on the books of NIF as of the Valuation Time described in Section 4. (c)
Assets Acquired. The assets to be acquired by the Acquiring Series from CGST shall consist of all of CGST's property, including, without limitation, all Investments, cash and dividends or interest receivables which are owned by CGST and any deferred or prepaid expenses shown as an asset on the books of CGST as of the Valuation Time described in Section 4.
Assets Acquired. Upon the terms and subject to the conditions of this Agreement, at the Closing, Masimo Subsidiary shall purchase (i) from the Company, and the Company shall sell, assign, transfer, convey and deliver to Masimo Subsidiary, all of the Company’s right, title and interest in, under and to all of the property, rights, assets, contracts and claims (other than the Excluded Assets) used, held for use or intended for use in, or that arise out of, the Business, and (ii) from the Transferring Subsidiary, and the Transferring Subsidiary shall sell, assign, transfer, convey and deliver to Masimo Subsidiary, all of the Transferring Subsidiary’s right, title and interest in, under and to all of the property, rights, assets, contracts and claims (other than the Excluded Assets) used, held for use or intended for use in, or that arise out of, the Business, which include the following assets (all assets described in clauses (i) and (ii) being collectively referred to herein as the “Assets”):
Assets Acquired. A. Assets shall include all assets as shown on Exhibits A and B. B. Work in Progress - Work in Progress shall include all work as shown on Exhibit C and such other Work in Progress that shall have begun after the preparation of Schedule C through the date of Closing.
