Assets to be Sold Sample Clauses

Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the S...
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Assets to be Sold. Except as otherwise provided in Section 1.2 below, at the Closing provided for in Section 4.1 below, Seller shall sell, assign, transfer and deliver to Buyer all of the assets, properties and rights of Seller of every type and description owned, leased or otherwise licensed by Seller and used in the Business, including real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller (all of such assets, properties and rights owned, leased or otherwise licensed by Seller and used in the Business being hereinafter sometimes collectively called the "Purchased Assets"), including, without limitation: (a) those assets, properties and rights reflected on the Unaudited Financial Statements, including, but not limited to all cash, accounts receivable, inventory, sales accessories, parts, machinery, equipment, tools, computer hardware, software and data, furniture, leasehold improvements, fixtures, supplies, trademarks, tradenames and service marks, telephone and facsimile numbers, customer files, websites and prepaids, but excluding any such items disposed of by Seller in the ordinary course of the Business since the Financial Statement Date; (b) Seller's list of customers and suppliers; (c) Seller's right to use the names "Southwest Concrete Products" and "Southwest Brick" and all variants thereof; (d) all of Seller's interest in and Claims and rights under Contracts listed in Schedule 1.1(d), including, but not limited to those certain License Agreements with Flexlock, Novabrick and Versa-Lok, and all Permits held by Seller; (e) the books and records of Seller relating to the Purchased Assets and the Assumed Liabilities; (f) Seller's rights in all Seller's Intellectual Property; (g) the motor vehicles and transportation equipment of Seller listed on Schedule 1.1(g); (h) the goodwill of Seller; (i) the real property described in Schedule 1.1 (i) (the "Owned Real Property") along with all estates, rights, titles and interests of Seller in and to all plants, storage facilities, buildings, structures, equipment, works, fixtures (including without limitation, all apparatus, buildings, appliances, machinery, equipment and other articles of a permanent nature), construction in progress, improvements, betterments, installations and additions constructed, erected or located on or attached or affixed to the Owned Real Property; (j) the bank and lockbox accounts of Seller described in Schedule 1.1(j) hereto...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the business of the Division, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the business of the Division, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal Property; (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Division; (e) all Governmental Authorizations relating to the business of the Division and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (f) all data and Records related to the business of the Division, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (g) all of the intangible rights and property of Seller used in connection with or otherwise relating to the Division, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings; (h) all rights of Seller relating to deposits and prepaid expenses of the Division, claims for refunds and rights to offset in respect thereof that are not excluded under Section 2.2(g); and
Assets to be Sold. Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and receive at “Closing” all of Seller’s right, title and interest in and to the following: (a) The oil and gas leases, surface leases and royalties in and to the Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on the attached “List of Leases” identified as Exhibit B; (collectively, “Property”); (b) All oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other xxxxx (collectively “Xxxxx”) located on the Property described on Exhibit C entitled Xxxxx Transferred; (c) All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the production on the Property described on Exhibit D entitled Personal Property Transferred; (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Property after the Effective Date (“Hydrocarbons”); (e) All contracts, permits, road use agreements, rights-of-way, easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, records, information and materials relating to the Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Seller and which Seller is not prohibited from transferring to Buyer by law or existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geo...
Assets to be Sold. The Debtors seek to complete a sale of all or substantially all of the Purchased Assets (the “Sale”). The Purchased Assets comprise, among other things: (a) all products of the STB Business, including products under development, together with masks and mask works for the products and their associated codes and materials; (b) all inventory of the STB Business that are held for sale or resale including any raw materials, work in process, finished goods, consumables, service parts, packing materials and supplies, wherever located and the open purchase orders with NXP for inventory to the extent Purchaser elects at Closing to assume such purchase orders; (c) trade accounts receivable, notes receivable, negotiable instruments and chattel paper of the STB Business, excluding that certain note receivable from NXP classified as a note receivable from related party on the Interim Balance Sheet; (d) the Leased Real Estate leased or subleased by the Company or any Subsidiary listed in Schedule 1.1(d) to the Stalking Horse Agreement; (e) all tangible assets of the STB Business, including machinery, equipment (including laboratory equipment and test equipment), tools, dies, appliances, furniture, supplies, office supplies, office equipment, fixtures, information technology related hardware and equipment (including computers, servers, storage devices, telecommunications facilities and printers), telephone systems, telecopiers and photocopiers and other tangible personal property of every kind and description (i) that are either (a) listed in Schedule l.l(e)(i) of the Disclosure Schedule to the Stalking Horse Agreement or (b) located in the facilities subject to the Transferred Leases on the date of the Stalking Horse Agreement, including without limitation, the data centers in Belfast, Ireland and Austin, Texas, (none of which Tangible Personal Property shall be relocated between signing and Closing), (ii) all Personal Productivity Tools, (iii) fifty percent (50%) of the Miscellaneous Office Supplies located at the facilities subject to the Facility Use Agreement, and (iv) all leases and subleases of any such Tangible Personal Property as to which the Company or any Subsidiary is the lessee or sublessee, together with any options to purchase the underlying Tangible Personal Property, which leases and subleases are listed in Schedule 1.1(e)(iv) of the Disclosure Schedule to the Stalking Horse Agreement; (f) all Software owned by or licensed to the Company or any Subsidia...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, necessary, associated with or used in the Business, including the following (but excluding the Excluded Assets): (a) all Tangible Personal Property, including those items described in Part 2.1(a); (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts listed in Part 3.19 (unless specifically listed in Part 2.2(f)); (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer and necessary or used in the Business, including those listed in Part 3.16(b); (f) all data and Records related to the operations of the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (g) all of the intangible rights and property of Seller necessary or used in the Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless extended in accordance with this Agreement; (i) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and (j) all rights of Seller necessary or used in the Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be tran...
Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located related to the Distillery Business, including the following (but excluding the Excluded Assets): (a) the Real Property described in Schedule 5.7; (b) all Tangible Personal Property (for the avoidance of doubt, this shall include all MRO assets); (c) all Inventories; (d) all Equipment, including the Equipment listed on Exhibit D; (e) all Accounts Receivable; (f) all Seller Contracts listed in Exhibit E (the “Assumed Contracts”); (g) all Governmental Authorizations related to the Distillery Business to the extent transferable to Buyer, including those listed in Schedule 5.17(b); (h) all data and records related to the Distillery Business, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting data and records, creative materials, advertising materials, promotional materials, studies, reports, correspondence, employee email, customer correspondence, and other similar data, documents and records (including data, documents and records stored electronically and all data, documents and records relating to the Spirit 1 System) and, subject to Legal Requirements, copies of all personnel records for all Hired Active Employees; (i) all of the intangible rights and property of Seller related to the Distillery Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (j) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (k) all claims of Seller against third parties relating to the Assets or the Distillery Business, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (l) all rights of Seller under Assumed Contracts relating to deposits and p...
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Assets to be Sold. Except as otherwise specifically provided in this Agreement, all of the Assets, whether or not described in the Schedules to this Agreement, are intended to be sold, transferred, assigned, conveyed and delivered to Buyer, free and clear of all Security Interests.
Assets to be Sold. 1.1.1 Seller shall sell, transfer, and assign, or cause others to sell, transfer and assign and deliver to Buyer, and Buyer shall purchase and receive all of Seller's rights, title, and interests and obligations (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.2 hereof) in and to the following: a) the oil and gas leases listed and described in Exhibit "A" (collectively, "Leases"), including, but not limited to, all associated minerals, substances, materials and compounds contained in the soils, subsurface, waters, and groundwaters of the Leases or that are a part of the Leases; b) all oil and gas xxxxx, salt water disposal xxxxx, injection xxxxx and other xxxxx, plugged or unplugged, located on the Leases or on lands pooled therewith (collectively the "Xxxxx"); c) all equipment, machinery, fixtures, flowlines, materials, improvements listed on Exhibit "A-1", and any other real, personal, movable, immovable and mixed property located on, used or formerly used in the operation of, or relating to the production, treatment, sale, or disposal of hydrocarbons, water, and associated substances produced from the Leases (the "Personal Property"), including, but not limited to, any ponds, pits, xxxxx, mounds, or other facilities located on the Leases or on the lands pooled therewith and used for the management, handling, storage or disposal of any substances, wastes, byproducts, or contaminants produced from or discharged onto the site of the Leases, including, but not limited to, any environmental conditions, hazardous substances, or Naturally Occurring Radioactive Materials (NORM) that might be present on the Leases; d) all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced from or allocable to the Assets (as hereinafter defined) after the Effective Date (the "Hydrocarbons"); e) to the extent transferable, all contracts, permits, rights-of-way, easements, licenses, servitudes and agreements (including but not limited to those described on Exhibit "A") relating to the Leases, Xxxxx or Personal Property or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of hydrocarbons, water, or substances associated therewith (the "Applicable Contracts"); f) copies of records relating to the Leases, Xxxxx, H...
Assets to be Sold. Upon the terms and subject to the conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, all of Seller's right, title and interest in and to the following assets as such assets may exist on the Closing Date (collectively, the "Acquired Assets"): 2.
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