ASSETS INCLUDED IN SALE Sample Clauses
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ASSETS INCLUDED IN SALE. Assets of the Corporation to be acquired by Buyer in the purchase of the Shares include, but are not limited to, all software, trade name, logos, copyrights, trademarks, shelf companies, accounts receivable, work in process, furniture, office equipment, computers, records, contracts and such other supplies and incidentals as agreed upon and listed prior to closing. Seller represents that such assets include all assets maintained by Seller as of March 31, 2002 plus all acquired assets to date of Closing, with the exception of any assets that may have been exchanged for new assets in the ordinary course of business and that the items would be important to the future continuity and growth of the Seller.
ASSETS INCLUDED IN SALE. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the following:
ASSETS INCLUDED IN SALE. Subject to the terms and conditions of this ----------------------- Agreement, at the Closing (as defined in Section 1.7 hereof), Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the assets listed below (collectively, the "Assets"), free and clear of any liens, claims, liabilities, encumbrances or obligations:
(a) unfilled orders for the production and sale of the Brand (the "Backlog Orders");
(b) supplies, tools, dies and jigs used in the production of the Brand;
(c) lists of customers, suppliers and subcontractors;
(d) intellectual property, including without limitation, the name "Tamarind Tree" and variants thereof, all corporate names, tradenames, trademarks, trade designations, trade dress, service marks, copyrights, trade secrets, recipes and formulations, whether registered or unregistered, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringement thereof, and rights to protection of interests therein under the laws of all jurisdictions (collectively, the "Intellectual Property"); and
(e) books, records, files, creative materials, advertising and promotional materials, studies, reports, information and documentation regarding the foregoing whether printed, written or stored in electronic media.
ASSETS INCLUDED IN SALE. All of the assets used in or by the Business including, without limitation, company name, goodwill and intellectual property, except the following excluded assets: .
ASSETS INCLUDED IN SALE. Only the assets specifically transferred to Purchaser pursuant to this Agreement are included in this Sale and all other assets of Seller are retained by Seller.
ASSETS INCLUDED IN SALE. 1.1 Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the following:
ASSETS INCLUDED IN SALE. On the Closing Date, as defined below, Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the following assets in connection with the Business (collectively, the "Assets"):
(i) All customer agreements and rights under customer purchase orders;
(ii) all trademarks and trade names belonging or pertaining to the Business, including, without limitation, use of the trade name, "Cord Consulting Company".
(iii) all books and records, all financial records, invoices and receipts relating to the Business for the past 15 years (provided, however, that a copy of each of the foregoing financial records may be retained by Seller). Buyer agrees that Seller will have access to these records, to be held in possession of Buyer for a period of five years from the date of Closing, for the purpose of making copies for Seller’s use;
(iv) all client and vendor records and data of the Business for the past 15 years; (v) the Business' client, supplier and vendor lists, including contact information for the past 15 years ; Seller is exempt from transferring records for items which include and/or are commingled with substantial amounts of personal information. However, Buyer may require, and Seller will provide excerpts from such records in order to meet Buyer’s audit requirements. These include, but are not limited to: Bank records of business transactions included in Sellers personal ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Management Account and/or other such personal financial, investment, and bank accounts in which personal and business transactions are commingled; Business charges to Seller’s personal credit cards; Records pertaining to Shurguard Storage in Atlanta, Georgia; Personal Income Tax Filings which may contain business data from Seller’s business; Other similar documents, books, records and data as may be identified during the transfer of the books and records; and
(vi) The goodwill of the Business.