Assets to be Contributed Sample Clauses
The 'Assets to be Contributed' clause defines the specific assets that each party is required to transfer or provide as part of an agreement, such as cash, equipment, intellectual property, or other resources. This clause typically outlines the nature, value, and timing of the contributions, and may specify any conditions or warranties related to the assets. Its core function is to ensure clarity and mutual understanding regarding what each party is bringing to the arrangement, thereby preventing disputes and facilitating smooth execution of the agreement.
Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall contribute, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrance, excluding any Permitted Real Property Encumbrances, all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets (but excluding the Excluded Assets):
(i) all of Seller’s fee right, title and interest in and to any real property, including the real property described in Schedule 2.6(a), together with all covenants, rights, options, easements and privileges thereto (the “Owned Real Property”), and, further, together with all buildings, structures, fixtures and other improvements located thereon (including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utilities and other utility systems, landscaping, sidewalks, construction in progress, security devices, signs and lighting fixtures) (collectively, the “Improvements”); and (ii) all of Seller’s leasehold interest in Leased Real Property, including the Leased Real Property described in Schedule 2.6(a);
(b) all tangible personal property owned or leased by Seller (other than the Inventories) (collectively, the “Tangible Personal Property”), including, without limitation, all equipment, furniture, fixtures, machinery, vehicles, office furnishings, computer hardware, instruments, leasehold improvements, spare parts and, to the extent assignable or transferable, including, but not limited to, the tangible personal property listed on Schedule 2.5(b);
(c) the Seller Contracts listed on Annex B (the “Assumed Seller Contracts”);
(d) all inventories of usable goods and supplies of Seller, including pharmaceuticals and medications, food, janitorial supplies, office supplies, forms, consumables, disposables, linens, and medical supplies, wherever located (collectively, the “Inventories”);
(e) all accounts receivable of Seller (excluding the Government Patient Receivables), billed and unbilled, recorded or unrecorded, accrued and existing, whether or not written off, as of the Closing Date (collectively, the “Non-Government Receivables”);
(f) the right to payments received by Seller in respect of the Government Patient Receivables pursuant to Section 1.9;
(g) except as otherwise provided in Section 1.2(...
Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Date (as defined below), Sellers shall contribute, convey, assign, transfer and deliver to Buyer, and Buyer shall acquire from Sellers, free and clear of any liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims and other matters affecting title thereto, except for Permitted Encumbrances (as defined below), all of Sellers’ right, title and interest in and to all of Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets):
A. The Property as further described in Schedule 1.1A and the Hotel improvements located thereon;
B. To the extent assignable, all of Sellers’ rights, title and interest in the Hilton license agreement relating to the Hotel;
C. All of the personal property and equipment owned by Sellers and located in or at the Hotel and used in connection therewith, including but not limited to, cleaning equipment, furniture, fixtures, carpets, rugs, draperies, mechanical and electrical equipment, office equipment, china, glassware, silver, cooking utensils, flatware, linens, and uniforms (collectively, the “Personal Property”);
D. To the extent owned by Sellers and relating to or located on or in the Hotel and transferable by Sellers, the telephone number for the Hotel, the Hotel directory listings, surveys, plans and specifications, licenses and permits, contractor and maintenance files, service manuals, notices of compliance with state and federal and all governmental agencies and regulations, estoppel certificates or affidavits, and guaranties and warranties as to Personal Property which pertain to the Hotel or are used in connection therewith;
E. All inventory located on the premises of the Hotel or on the Property as of Closing, including without limitation merchandise held for sale and reserve stocks of operating supplies on hand at Closing (“the Inventory”); and
F. To the extent assignable by Sellers, all leases, lease-purchase agreements, warranties, management agreements, licenses, contracts and purchase agreements (the “Operating Agreements”) relating to the maintenance, use or occupancy of the Hotel. The assets and property described in paragraphs A through F (the “Assets”) shall be transferred by Sellers to the Buyer free and clear of all liens, claim...
Assets to be Contributed. Subject to and in reliance upon the terms, provisions and conditions of this Agreement, Seller shall contribute and Buyer and Buyer shall acquire, as of the Closing (as defined in Section 1.4 hereof), all of the properties and assets comprising the MacGregor Dental Centers business of every kind and description, tangible and intangible, real, personal or mixed, and wherever located, including, without limitation:
(i) all tangible personal property, furniture, fixtures, equipment, machines, examining tools and supplies used in the MacGregor Dental Centers business, as described on Schedule 1.1(a)(i) attached to this Agreement and including those vehicles listed thereon;
(ii) all contracts, agreements and understandings (collectively, the "Provider Agreements") with any party regarding the provision of dental services to patients in connection with the MacGregor Dental Centers business, including, without limitation, all Provider Agreements with DMOs, HMOs, PPOs, third party payors, employers, labor unions, hospitals, clinics and dental centers, a list of which is attached hereto in Schedule 1.1(a)(ii) and copies of which have been previously provided to Buyer;
(iii) all patient lists, copies of which have been provided to Buyer, and all records, including all patient records, documents, written information, computer tapes, programs and files concerning past, present and potential patients relating to the MacGregor Dental Centers business (the "Patient Records"), provided that Buyer and its subsidiaries and affiliates shall maintain the confidentiality of the same to the extent required by applicable law;
(iv) all supplier and vendor lists, copies of which are attached to this Agreement as Schedule 1.1(a)(iv), and all records, including all records, documents, written information, computer tapes, programs and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the MacGregor Dental Centers business;
(v) all computer hardware, cabling and peripherals, tools and supplies relating to the MacGregor Dental Centers business to the extent of Seller's interest therein;
(vi) all of Seller's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the MacGregor Dental Centers business;
Assets to be Contributed. Subject to the terms and conditions of this Agreement, effective as of the Effective Time (as defined below), the Contributor hereby conveys, transfers, assigns and contributes to the Company, its successor and assigns forever, free and clear of any liens, all of the Contributor’s right, title and interest in and to only certain of the properties and assets of the Contributor, being the following (collectively, the “Assets”):
(a) certain fixed assets, equipment, furniture and other items of tangible personal property of the Contributor, as more particularly set out in Schedule “B” attached hereto; and
(b) certain loans and advances of the Contributor and all correspondence with respect thereto (collectively, the “Loans and Advances”), as more particularly set out in Schedule “C” attached hereto.
Assets to be Contributed. Subject to and in reliance upon the terms, provisions and conditions of this Agreement, each of Mela▇▇▇ ▇▇▇ Smit▇ ▇▇▇ll contribute to and the Company shall acquire, at the Closing (as defined in Section 1.2 hereof) the following assets:
(i) Mela▇▇▇ ▇▇▇ll contribute all of the issued and outstanding shares of capital stock of Partners Dental Corporation, a Delaware corporation, that are owned by Mela▇▇▇, ▇▇ich consists of 500 shares of common stock, par value $.01 per share (all such shares shall hereinafter be referred to collectively as the "Mela▇▇▇ ▇▇▇tners Dental Stock") constituting fifty percent (50%) of all of the issued and outstanding shares of capital stock of Partners Dental Corporation;
(ii) Smit▇ ▇▇▇ll contribute all of the issued and outstanding shares of capital stock of Partners Dental Corporation, a Delaware corporation, that are owned by Smit▇, ▇▇ich consists of 500 shares of common stock, par value $.01 per share (all such shares shall hereinafter be referred to collectively as the "Smit▇ ▇▇▇tners Dental Stock") constituting fifty percent (50%) of all of the issued and outstanding shares of capital stock of Partners Dental Corporation;
(iii) Mela▇▇▇ ▇▇▇ll contribute one-hundred percent (100%) of the issued and outstanding shares of capital stock of Oral Health Concepts, Inc., a Texas corporation, which consists of 1,000 shares of common stock, no par value per share (all such shares shall hereinafter be referred to collectively as the "Oral Health Stock");
(iv) Smit▇ ▇▇▇ll contribute a one percent (1%) limited partnership interest in Monarch Dental Associates-Mesquite, L.P., a Texas limited partnership (the "Smit▇ ▇▇▇quite L.P. Interest"); and
(v) Mela▇▇▇ ▇▇▇ll contribute all of his interest in certain trademarks set forth on Schedule 1.1(a)(v) (the "Trademarks"). The Mela▇▇▇ ▇▇▇tners Dental Stock, the Smit▇ ▇▇▇tners Dental Stock, the Oral Health Stock, the Smit▇ ▇▇▇quite L.P. Interest and the Trademarks are hereinafter sometimes referred to collectively as the "Subject Assets."
Assets to be Contributed