Assets to be Purchased Sample Clauses
The 'Assets to be Purchased' clause defines exactly which assets are being transferred from the seller to the buyer in a transaction. It typically lists or describes the specific items, property, or rights included in the sale, such as equipment, inventory, intellectual property, or contracts, and may also clarify any exclusions. This clause ensures both parties have a clear, mutual understanding of what is and is not included in the deal, thereby preventing disputes and misunderstandings about the scope of the transaction.
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Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of ▇▇▇▇▇▇▇▇ Distributing, LLC, as a going concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ APN: 15-09-301-005-0000 (the "Real Property"). The Real Property is currently owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and leased to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to ▇▇▇▇▇ ▇▇▇▇▇▇▇. The Note shall be secured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and secured by the Real Property. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The princi...
Assets to be Purchased. On the Closing Date (as hereinafter defined), Seller agrees to sell, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, subject to and upon the terms and conditions contained herein, free and clear of any pledge, lien, option, security interest, mortgage, claim, charge or other encumbrance of any kind
(a) All right, title and interest of Seller in and to all of Seller's inventory, wherever located, including raw material, work in process, and finished goods;
(b) All of Seller's accounts, accounts receivable, trade receivables and notes receivable;
(c) All of Seller's real property, wherever situated including land and buildings, improvements, fixtures thereon, easements, rights-of-way, and other appurtenant rights thereto (such as appurtenant rights in and to public streets);
(d) All of Seller's machinery, equipment, furniture, and supplies;
(e) All right, title and interest of Seller in and to all prepaid rentals and other prepaid expenses, bonds and deposits (including those for health insurance);
(f) All vehicles owned by Seller;
(g) All jigs, dies, tooling, drawings, blueprints, schematics, and similar property owned by Seller, including those fabricated by third parties on behalf of Seller and in the possession of those third parties as of the Closing;
(h) All business records including all drawings, bills of materials and lists, vendor agreements and lists, credit files, sales records, warranty records, inventory records, product literature and marketing studies;
(i) All licenses, permits, trade names, trademarks, patents, and other intellectual property used in connection with the Business of Seller, if any, including without limitation:
1) All goodwill associated therewith;
2) All right, title, and interest in and to the names "SMC" and "Schwartz"; and
3) All right, title and inter▇▇▇ ▇▇ and to the domain name "www.smc/schwartz.com."
(j) Life insurance policies listed on ▇▇▇▇▇▇▇▇ ▇(J) attached hereto and incorporated herein;
(k) All other books and records associated with the Business of Seller (but excluding Seller's corporate minute books and related corporate records of which Buyer shall be entitled to retain photocopies);
(l) To the extent assignable, all rights of Seller under any contracts, leases or other agreements listed on SCHEDULE 1(L) attached hereto and incorporated herein, including but not limited to, that one certain Lease Agreement with Diane E. Wood, regarding property located at 1▇▇ ▇▇▇▇ ...
Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items:
(i) All assets reflected and/or described on the asset list attached as Schedule -------- A;
(ii) All accounts receivable of Seller in connection with the Business;
(iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licenses;
(iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the Business, to the extent assignable under the terms thereof and applicable law;
(v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof.
(vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and othe...
Assets to be Purchased. Subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, at the Closing free and clear of all claims, liens or encumbrances (other than Permitted Encumbrances), all of the rights and assets, including any Intellectual Property Right (as defined in Section 2.6), primarily used in and related to the Business, including the following (the "Assets"):
(A) all of Seller's right, title and interest in and to the brand names and related trademarks identified on Exhibit A hereto as of the Closing Date, including all goodwill appurtenant thereto and symbolized thereby and all registrations and applications related thereto (the "Specified Brands");
(B) Seller's rights under the agreements and other instruments identified on Exhibit B hereto as of the Closing Date (the "Specified Contracts");
(C) the inventory (including, without limitation, raw material, work in process, finished goods, parts and components) used or held for use in connection with the products, and products under development, identified on the "Inventory Statement" on Exhibit C hereto (also referred to herein as the "Products") as of the Closing Date (the "Inventory");
(D) the tools, dies, jigs, molds and other fixed assets (including any such items held by parties manufacturing for Seller's account used or held for use primarily in connection with the manufacture of the Products and such items set forth on Exhibit C, other than items acquired or disposed of in the ordinary course since the date indicated on such exhibit) as of the Closing Date (the "Equipment");
(E) all shipping and packaging relating to the Assets, Products and Business, including material necessary for the use of the foregoing and all related intellectual property rights ("Packaging Materials"); and
(F) all commercials, print ads, sell sheets and all related marketing materials relating to the Assets, Products and Business, including material necessary for the use of the foregoing and all related intellectual property rights.
Assets to be Purchased. Subject to the terms and conditions hereof, on the Closing Date and as of the Effective Time, Sellers agree to sell to Buyer, free and clear of all Liens other than Permitted Liens, all right, title and interest of Sellers to and in all of the Purchased Assets.
Assets to be Purchased. Upon the terms and subject to the conditions set forth herein and in the Master Agreement, and in reliance on the respective representations and warranties of the parties contained in the Master Agreement, at the Closing, Seller agrees to sell, convey, grant, assign, and transfer to Buyer and Buyer agrees to purchase, assume and acquire from Seller all of the Assets, held by Seller. The "Assets" are the following, provided, however, that the Assets shall not include any Excluded Assets:
A. All assets disclosed on the Final Closing Balance Sheet, except for the Real Property Assets (as defined in and to be conveyed pursuant to the Real Property Agreement);
B. Any current assets, accounts receivable and notes receivable, and bank accounts, but excluding cash and cash equivalents; provided, however, that (i) to the extent that following the Closing Selling Parties receive any cash that constitutes an Acquired Asset or relates to an Assumed Liability, Selling Parties shall, as soon as practicable after receipt thereof, turn over such cash to Buyer, and (ii) to the extent that following the Closing Parent or Buyer receives any cash that constitutes an Excluded Asset or relates to an Excluded Liability, Parent and Buyer shall, as soon as practicable after receipt thereof, turn such cash over to Selling Parties.
C. All prepaid expenses, the right to refunds, buyins or deposits relating to utilities and infrastructure improvements, deposits or assets relating to performance bonds;
D. All equipment, furniture, furnishings, inventory, machinery, software, supplies, tools, vehicles, and other personal property owned or leased by Seller;
E. All rights and benefits in all (1) processes, know-how, technical data, and other trade secrets; (2) sales forms and promotional and advertising materials; (3) copyrights, whether registered or not, patents, trademarks, whether registered or not, and applications, registrations, and renewals with respect thereto; (4) customer, supplier and contractor lists; (5) software licensing and equipment rental agreements associated with computers or data processing; and (6) goodwill associated therewith. Additionally, Seller hereby grants to Buyer an exclusive perpetual license in Seller's right to use the names "Perma-Bilt Homes" and "Perma-Bilt," and all variations of or derivations from such names and any and all logos used in connection therewith; provided, however, Selling Parties' shall have the right to use the name "Perma-Bilt" for c...
Assets to be Purchased. Subject to the terms and conditions set forth herein, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to sell, transfer, assign and convey to the Purchaser, free and clear of any and all liens and encumbrances (excepting obligations imposed by the Location Agreements which shall be assumed by Purchaser and except as set below in this paragraph) approximately 657 installed Pay Telephones located in and around Alexandria, VA and Washington, DC. ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computers, fixtures, furniture, tools, parts, supplies, associated Location Agreements, and all assets and records directly used in the operation of the Installed Pay Telephones. All of said assets, including the Installed Pay Telephones, may be collectively referred to herein as the "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of known, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined). The Assets include, but are not limited to, the following:
(a) Installed Pay Telephones, Equipment and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, all of Seller's Installed Pay Telephones and associated Location Agreements, a true and correct list of which is attached hereto as Exhibit 1-a. All rights, duties, obligations and liabilities arising out of the Location Agreements and attributable to periods prior to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable to periods after Closing shall be assumed by and be the property and obligation of the Purchaser. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by this Agreement. All written Location Agreements are listed in Exhibit 1-a and the originals of said Agreement are attached to Exhibit 1-a.
Assets to be Purchased. Seller hereby agrees to convey, transfer, assign, and deliver to Buyer on a going concern basis, and Buyer hereby agrees to purchase from Seller all of Seller's assets located at or used in connection with Seller's operation of the Drug Store including but not limited to:
Assets to be Purchased. At the Closing, upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been waived in accordance with the terms hereof), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and purchase, all of Seller's right, title and interest in and to all of the assets set forth on Schedule 1.02 (collectively, the "Purchased Assets"):
Assets to be Purchased. Subject to the terms and conditions hereof, on the Closing Date and as of the Effective Date, Gareste shall sell the Property to Purchaser. Schedule A contains a true and complete listing of all of the concessions which comprise the Property, and which shall include all mines and workings, improvements, mineral reserves and resources, mineral concessions, fee, deeded and leasehold lands and resources, roads and easements, data, logs, plans, maps, intellectual property, fixed and movable equipment, permits (to the extent assignable) and contracts, and all other real and personal property owned by Gareste at, on or related to the Property.