ASSETS SOLD AND PURCHASED. On the Closing Date, Seller will sell, transfer, assign and convey to Purchaser, by appropriate instruments, and Purchaser will purchase, subject to the terms and conditions hereinafter set forth, the following assets and properties (the "Stations Assets"), free and clear of all liens, claims, encumbrances and rights of others, except as otherwise set forth herein:
ASSETS SOLD AND PURCHASED. Subject to the terms and conditions hereof, Seller hereby sells, assigns, conveys and transfers to Buyer good and marketable title in all Seller's assets (herein called "Assets") and more particularly described in Exhibit "A" attached hereto and made a part hereof, and Buyer hereby accepts from Seller the following:
ASSETS SOLD AND PURCHASED. On the basis of the representations, ----------------------------- warranties, and agreements of the parties, and subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy, the following asset (sometimes collectively referred to in this Agreement as the Asset):
ASSETS SOLD AND PURCHASED. The assets sold and purchased hereunder ------------------------- (the "Assets") shall consist of all of Seller's interest to and in all the properties and assets of the, Seller as a going business of every kind, nature, and description whatsoever, tangible and intangible, real and personal, specifically including (without limitation) all properties and assets used in and necessary to conduct the Business in the normal course in its present form, whether or not specifically listed herein and whether or not reflected on Seller's balance sheet or other financial statements required to be furnished hereunder or on any exhibits attached to this Agreement. Without limiting the foregoing, the Assets shall include, but shall not be limited to:
ASSETS SOLD AND PURCHASED. At the Closing on the Closing Date (as such terms are hereinafter defined) IHC, Mercy, Dr. Xxxxxxxxxx xxx IHI shall convey, sell, assign, transfer and deliver to Buyer, free and clear of all liens, claims and encumbrances except as are specifically assumed by Buyer hereunder, all right, title and interest of IHC, Mercy, Dr. Xxxxxxxxxx xxx IHI in and to the following assets of the Business (the "Purchased Assets"): registrations; trade secrets or other proprietary rights or any licenses to or from third parties with respect to any of the foregoing (including, without limitation, all computer software, data and documentation and all copies thereof) relating to the Business as now conducted, including, without limitation, the intellectual property described on Schedule 5.13 hereto, but excluding those items listed as Excluded Assets on Schedule 1.2;
ASSETS SOLD AND PURCHASED. Seller, on the Closing Date, will sell, transfer, convey, assign and deliver to Buyer, good and marketable title, free and clear of any liens, encumbrances, restrictions or violations of any kind or type, all of the assets, business and rights of Seller, used or useful in the operation of the Station (collectively "Purchased Assets"). Without limiting the generality of the foregoing, there shall be included the following as the same relate to the Station and the business thereof:
ASSETS SOLD AND PURCHASED. At the Closing, Seller shall sell and deliver to Purchaser all of the assets, rights, and interests of every conceivable kind or character whatsoever, whether real or personal, tangible or intangible, that on the Closing Date are owned by Seller or in which Seller has an interest of any kind, other than the Excluded Assets (as defined below) (the "Purchased Assets"). The Purchased Assets include, without limitation, all of the following, wherever situated:
ASSETS SOLD AND PURCHASED. At the Closing Seller agrees ------------------------- to sell, transfer, convey, assign and deliver to Buyer and Buyer agrees to purchase and acquire, according to the terms and conditions of this Agreement, all of Seller's right, title, and interest in and to the following assets and properties of, or assets and properties used, held by or useful in the operation of, the Business on the Closing Date, other than the assets identified in Section 2.A.2 hereof (collectively, the "Purchased Assets"):
ASSETS SOLD AND PURCHASED. Subject to and on the terms and conditions set forth herein, at the Closing (as defined in Section 4.1., which shall occur on the "Closing Date"), Seller shall sell, deliver, transfer and assign to Buyer free and clear of all liens, claims, charges, restrictions and encumbrances of every kind, nature and description (except only any as are expressly identified as such, set forth in Exhibit 2.1, and which Buyer, in connection therewith, shall have agreed to accept), and Buyer shall purchase for the consideration herein provided, all of the assets, properties and business of Seller of every kind, nature and description, wherever located, whether tangible or intangible, and whether or not fully depreciated or amortized, as the same shall exist as of the Closing Date (and excepting only such specifically identified assets as are to be retained by Seller pursuant to Section 1.2. hereof). Such assets to be purchased by Buyer, hereinafter sometimes referred to as the "Purchased Assets", are those specifically set forth in Exhibit 1.1., attached hereto, and which is intended and shall include all of those assets now and presently required for and used in the operation of Seller's Business, including existing or pending licenses, contracts and incomes from and after Closing Date, and expressly including the following: (a) All furniture, fixtures, equipment, and inventory owned by Seller; (b) All right, title and interest in and to the name "Managed Respiratory Care Services, Inc." and any registered copyright or service xxxx related thereto; (c) All intellectual property rights of Seller, and trade secrets including the Seller's client list; (d) All right, title and interest of Seller in, to and under each assignable license, contract, agreement, commercial document, memorandum, letter of intent, order or commitment, whether written or oral, in the name of or intended for the benefit of Seller and related to Seller's Business; (e) All accounts, licenses and prospective customer lists, files, correspondence and databases and any other information relating to the Purchased Assets, including without limitation, any prospects list (except for any of the foregoing which Seller requires to operate its business after the Closing or is required to retain in order to comply with any applicable law, as to which only copies thereof are to be conveyed hereunder (collectively, the "Purchased Asset Information"); and (f) All membership or other similar interests in "Phoenix Solu...
ASSETS SOLD AND PURCHASED. On the Closing Date (as hereinafter defined) Seller shall sell, transfer, assign and convey free and clear of all liabilities, liens and other encumbrances, except for the Permitted Exceptions shown on Schedule 1.1 and as expressly assumed in this Agreement, and Buyer shall purchase, all of Seller's right, title and interest in and to all of the assets and properties which are or will be owned, used or acquired for use by Seller's Business at and as of the Closing Date of this agreement (collectively the "Purchased Assets"), including but not limited to the following assets:
