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 the property and assets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets): (a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7; (b) all Tangible Personal Property, including those items described in Schedule 2.1(b); (c) all Inventories (except as specifically described in Section 2.2); (d) all Accounts Receivable; (e) all Seller Contracts, including those listed in Schedule 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract; (f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b); (g) all data and Records related to the operations of the Divisions, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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; (h) all of the intangible rights and property of Seller related to the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h); (i) all insurance benefits, to the extent transferrable, 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; (j) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and (k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Assets to be Sold. Upon Pursuant to the Sale Order and Chapter 128 of the Wisconsin Statutes, and 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 BuyerIIS, and Buyer IIS shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrancesin accordance with the Sale Order, all of Seller's right, title and interest in and to all of the property and assets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):assets:
(a) the clients or customers of Seller ("Transferred Customers") identified to IIS in writing by Seller within five (5) days of the Effective Date, together with all Real Property, including other clients or customers on whose accounts or projects any of the Real Property described Hired Employees performed services or to whom products were shipped in Schedules 3.6 and 3.7the twelve months prior to the date hereof;
(b) all Tangible Personal Propertythe furniture, fixtures and equipment utilized prior to the date hereof by the Hired Employees, including the fixed assets listed on Schedule 2.3(b)(i), the inventories, raw materials, work-in-progress and finished goods and supplies of Seller, including those items described in listed on Schedule 2.1(b2.3(b)(ii), and the prepaid and other current assets listed on Schedule 2.3 (b) (iii), and ;
(c) all Inventories the customer contracts (except as specifically described i) of Transferred Customers and (ii) other customers of Seller identified to IIS in Section 2.2writing by Seller within five (5) days of the Effective Date (the "Contracts");
(d) all Accounts Receivablethe affiliate agreements, reseller contracts and teaming agreements identified to IIS in writing by Seller within five (5) days of the Effective Date (the " Reseller Contracts");
(e) all Seller Contractstelephone numbers, including those the Intellectual Property Assets listed in on Schedule 3.19(a), 2.3(e) and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contractthe goodwill associated therewith;
(f) all Governmental Authorizations data and records related to the operations Contracts, Reseller Contracts, Office Leases, Transferred Customers (and other Seller customers), Hired Employees and other assets of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(g) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing informationrecords, 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 Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records records and, subject to Legal Requirements, and copies of all personnel Recordsrecords of the Hired Employees;
(g) fifty percent (50%) of the Eligible Anchor Receivables (as defined below), calculated on the Closing Date; and
(h) all receivables that are more than one hundred and twenty (120) days past the invoice date as of the intangible rights and property of Seller related to Closing Date (the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h);
(i) all insurance benefits, to the extent transferrable, 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;
(j) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b"Delinquent Receivables"). All of the property and assets to be transferred to Buyer IIS hereunder are herein referred to collectively as the "Purchased Assets." Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets unless Buyer IIS expressly assumes that Liability pursuant to Section 2.4(a)in this Agreement as set forth in Sections 2.5 and 2.6.
Appears in 1 contract
Sources: Master Transaction Agreement (Integrated Information Systems Inc)
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 the Seller's property and assets of used in connection with or related to the Divisions, realBusiness, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(bPart 2.1(a);
(cb) all Inventories (except as specifically described in Section 2.2)Inventories;
(dc) all Accounts Receivable;
(ed) all Seller Contracts, including those listed in Schedule 3.19(a)customer or client relationships, and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(bPart 3.12(b);
(gf) all data and Records related to the operations of the DivisionsBusiness, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 Recordsand other Records described in Section 2.2(f);
(hg) all of the intangible rights and property of Seller related relating to the operations of the DivisionsBusiness, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses (including, without limitation, www.cryomedical.com) and listings and those items listed in Schedules 3.24(dParts 3.15(▇), (e▇), (f▇) and ▇▇▇ (h▇);
(ih) all insurance benefits, to the extent transferrable, 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 Agreementexcept to the extent related to Retained Liabilities;
(ji) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ choate or inchoate, known or unknown, contingent or noncontingent, including incl▇▇▇▇▇ all such claims listed in Schedule 2.1(jPart 2.1(i), except to the extent related to Retained Liabilities; and
(kj) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expensesexpenses to the extent that such deposits or prepaid expenses relate to the Assets or, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(bPart 2.2(e). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cryomedical Sciences Inc)
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 the Seller's property and assets of the Divisions, realassets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 cash and 3.7cash equivalents;
(b) all Tangible Personal PropertyProperty owned by Seller, including including, but not limited to, those items described in Schedule Section 2.1(b)) of the Disclosure Schedule;
(c) all Inventories (except as specifically described in Section 2.2)Inventories;
(d) all Accounts Receivable;
(e) except as set forth on Section 2.2(e) of the Disclosure Schedule, all Seller Contracts, including those listed in Schedule 3.19(a)Section 3.20(a) of the Disclosure Schedule, and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b)Section 3.17(b) of the Disclosure Schedule;
(g) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 2.2(g);
(h) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(dSections 3.25(d), (e), (f) and (h)g) of the Disclosure Schedule;
(i) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended by either Buyer or Seller (for purposes of satisfying a Retained Liability or an indemnification obligation) in accordance with this Agreement;
(j) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇c▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule Section 2.1(j)) of the Disclosure Schedule; and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Section 2.2(c) of the Disclosure Schedule 2.2(band that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (Winnebago Industries Inc)
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 BuyerBuyer Sub, and Buyer shall cause the Buyer Sub to purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to all of the Seller’s property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(b1.1(a);
(c) all Inventories (except as specifically described in Section 2.2);
(db) all Accounts Receivable;
(ec) all Seller Contracts, including those listed in Schedule 3.19(a2.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fd) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b2.16(b);
(ge) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 1.2(g);
(hf) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, the name “IT Authorities,” going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d2.24(d), (e), (f) and (h);
(ig) all insurance benefits, to the extent transferrable, 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;
(jh) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(jSection 1.1(h); and
(ki) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b1.2(d) and that are not excluded under Section 1.2(h). .
(j) All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a1.4(a).
Appears in 1 contract
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 ’s right, title and interest in and to all of the Seller’s property and assets of the Divisionsassets, 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 Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(bPart 2.1(a);
(cb) all Inventories (except as specifically described in Section 2.2)Inventories;
(dc) all Accounts Receivable;
(ed) all Seller Contracts, including those Contracts listed in Schedule 3.19(aPart 3.19 (unless specifically listed in Part 2.2(f), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract);
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerBuyer and necessary or used in the Business, including those listed in Schedule Part 3.16(b);
(gf) all data and Records related to the operations of the DivisionsBusiness, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 2.2(g);
(hg) all of the intangible rights and property of Seller related to necessary or used in the operations of the DivisionsBusiness, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h)listings;
(ih) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended extended in accordance with this Agreement;
(ji) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and
(kj) all rights of Seller related to necessary or used in the operations of the Divisions Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(bPart 2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 ’s right, title title, and interest in and to the Business and all of the property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used in the Business, including the following (but excluding the Excluded Assets):
(a) all Real Property, including Tangible Personal Property used in the Real Property described in Schedules 3.6 and 3.7Business;
(b) all Tangible Personal PropertyInventory of the Business, including those items described a list of which is provided in Schedule 2.1(b)Section 1.1(b) of the Disclosure Schedules;
(c) all Inventories (except Accounts Receivables associated with the Business, as specifically described in listed on Section 2.2)1.1(c) of the Disclosure Schedules;
(d) all Accounts Receivable;
(e) all Seller Contracts, Business Contracts including those listed in Schedule 3.19(a), Section 4.17.1 of the Disclosure Schedules and all outstanding offers or solicitations made by or to Seller with respect to the Business to enter into any Seller Contract;
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(gf) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 1.2(c);
(hg) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwillthe DBA, telephone, telecopy goodwill and e-mail addresses and listings and those all of other items listed in Schedules 3.24(d)Sections 4.21.5, (e)4.21.6, (f) 4.21.6, 4.21.7 and (h)4.21.9 of the Disclosure Schedules;
(ih) all insurance benefits, to the extent transferrable, 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;
(ji) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and;
(kj) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are thereof; and
(k) all other properties and assets of every kind, character, and description, tangible or intangible, owned by Seller and used or held for use in connection with the Business, whether or not listed in Schedule 2.2(b)similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)1.3.1.
Appears in 1 contract
Sources: Asset Purchase Agreement (Intercloud Systems, Inc.)
Assets to be Sold. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeCurative Health Services, Seller Inc. shall sell, convey, assign, transfer and deliver to BuyerCytomedix, Inc., and Buyer Cytomedix, Inc. shall purchase and acquire from SellerCurative Health Services, Inc., free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the property and assets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and descriptionfollowing assets, wherever locatedlocated (the "Cytomedix, including the following (but excluding the Excluded Inc. Purchased Assets"):
(ai) all leasehold and other title to or interest in the Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(bii) all Tangible Personal PropertyProperty as of the Closing Date, including those items described in Schedule 2.1(b2.1(a)(ii);
(ciii) all Inventories as of the Closing Date;
(except as specifically described in Section 2.2iv) all Seller's rights in, to and under all the Contracts listed on Schedule 3.6(b) and Schedule 3.17(a) (the "Cytomedix, Inc. Seller Contracts");
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Schedule 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fv) all Governmental Authorizations related relating to the operations of the Divisions Procuren Operations listed on Schedule 3.14(b), and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerCytomedix, including those listed in Schedule 3.16(b)Inc.;
(gvi) all of the following data and Records related of Seller principally relating to the operations of Procuren Operations and the Divisions, including Peptide Patents: (i) client and customer lists and Records, supplier lists and Records(ii) raw data, prospective customer lists, pricing information, referral sources, (iii) research and development reports and Records, (iv) production reports and Records, (v) service and warranty Records, (vi) equipment logs, operating guides and manuals, financial and accounting Records, (vii) the creative materials, advertising materialsmaterials and promotional materials described in Schedule 2.1(a)(vi), promotional materials, (viii) clinical research or other studies, reportsreports and correspondence with respect thereto, correspondence and other similar documents and Records and(ix) copies of the Personnel Records, subject to Legal Requirements, (x) copies of all personnel Records;financial and accounting Records of Seller relating to the Procuren Operations (if applicable, in compatible electronic format), and (xi) all other data and Records located at the Facilities.
(h) all of the intangible rights and property of Seller related to the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h);
(ivii) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless expended in accordance with this Agreement;
(jviii) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 2.1(j2.1(a)(viii); and;
(kix) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that in connection with the Procuren Operations (including, without limitation, any security deposits under the Seller Leases) which are not listed in Schedule 2.2(b2.2(c) and which are not excluded under Section 2.2(g). All ; and
(x) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller and used or held for use in connection with the Facilities, whether or not similar to the items specifically set forth above, except as set forth in Section 2.2 below.
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Cytomedix GmbH, and Cytomedix GmbH shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances set forth as such on Schedule 3.20(c) and 3.20
(i) Software, all of Seller's right, title and interest in and to the following assets, wherever located (the "Cytomedix GmbH Purchased Assets"):
(i) all Seller's rights in, to and under all the Contracts listed on Schedule 3.20(b) (the "Cytomedix GmbH Seller Contracts," and together with the Cytomedix, Inc. Seller Contracts, the "Seller Contracts") and such other contracts that principally relate to the Intellectual Property Assets ; and
(ii) all of the intangible rights and property of Seller relating to the Procuren Operations and assets to be transferred to Buyer hereunder the Peptide Patents, including Intellectual Property Assets, going concern value, goodwill, and listings and those items listed on Schedule 3.20(e), Schedule 3.20(f), Schedule 3.20(g) and Schedule 3.20(i).
(c) The Cytomedix, Inc. Purchased Assets and the Cytomedix GmbH Purchased Assets are herein referred to collectively as the "Assets." ". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to in respect thereof unless the Assets unless Buyer expressly assumes that such Liability pursuant to Section 2.4(a) or 2.4(b).
Appears in 1 contract
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 Sellers shall sell, convey, assign, transfer and deliver to BuyerBuyers, and Buyer Buyers shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers' right, title and interest in and to all of the Sellers' property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
): (a) all Real Property, including the Real Property described in Schedules Parts 3.6 and 3.7;
; (b) all Tangible Personal Property, including those items described in Schedule Part 2.1(b) (provided, that the parties acknowledge that the Part 2.1(b) may not be entirely accurate or complete);
; (c) all Inventories (except as specifically described in Section 2.2);
Inventories; (d) all Accounts Receivable;
; (e) all Seller Contracts, including those Contracts listed in Schedule Part 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
; (f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerBuyers, including those listed in Schedule Part 3.16(b);
; (g) all data and Records related to the operations of the DivisionsSellers, other than data and records relating to Excluded Assets, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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;
Records for Hired Active Employees and other Records described in Section 2.2(d); (h) all of the intangible rights and property of Seller related to the operations of the DivisionsSellers, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules Parts 3.24(d), (e), (f) and (h);
; (i) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to claims arising from events occurring after the Effective Time relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
Liabilities; (j) all claims of Seller Sellers against Third Parties third parties relating to the Assets other than those claims constituting Excluded Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingentnon-contingent; (k) all indemnification rights and benefits relating to claims arising from events occurring or actions taken (or not taken) by any Person prior to the Effective Time that are made after the Effective Time relating to the Assets or the Assumed Liabilities, including all such claims listed in Schedule 2.1(j); and
(k) all rights of Seller related and benefits with respect to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).environmental indemnifications from third parties
Appears in 1 contract
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 the Seller's property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 Parts 3.7 and 3.73.8;
(b) all Tangible Personal Property, including those items described in Schedule Part 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2)Inventories;
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Schedule 3.19(aPart 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(bPart 3.17(b);
(g) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 2.2(g);
(h) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(dParts 3.25(d), (e), (f) and (h);
(i) all insurance benefits, to the extent transferrable, 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;
(j) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule Part 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(bPart 2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Asset Purchase Agreement
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 ’s right, title and interest in and to all of the Seller’s property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 on Schedule 3.7 and 3.7the Real Property Leases described on Schedule 3.8;
(b) all Tangible Personal Property, including those items described in on Schedule 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2)Inventories;
(d) subject to Section 2.10(c), all Accounts Receivable;
(e) all Seller Contracts, including those listed in on Schedule 3.19(a3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in on Schedule 3.16(b3.17(b);
(g) all data and Records records related to the operations of the DivisionsSeller, including client and customer lists and Recordslists, supplier lists and Records, prospective customer lists, pricing informationrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records records and, subject to Legal Requirements, copies of all personnel Recordsrecords and other records described in Section 2.2(g);
(h) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in on Schedules 3.24(d3.25(d), (e), (f), (g) and (h);
(i) all insurance benefits, to the extent transferrable, 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 AgreementClosing Date;
(j) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in on Schedule 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in on Schedule 2.2(b2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 ’s right, title and interest in and to all of the Seller’s property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, that are necessary for, associated with or used in the Business, including the following (but excluding the Excluded Assets):
(a) all Real Propertycash and cash equivalents as of the Effective Time, including provided that (i) Seller shall repay in full the Real Property $200,000 Member Loan as described in Schedules 3.6 and 3.7Part 2.2(a) (“Member Loan”) prior to or at Closing;
(b) all Tangible Personal Property, including those items described in Schedule Part 2.1(b);
(c) all Inventories (except as specifically described of the Effective Time, subject to the representations and warranties set forth in Section 2.2)3.10;
(d) all Accounts Receivable;
(e) all Seller Contracts, including those Contracts listed in Schedule 3.19(aPart 3.19 (unless specifically listed in Part 2.2(g), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract) (“Assigned Contracts”);
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerBuyer and necessary or used in the Business, including those listed in Schedule Part 3.16(b);
(g) all data and Records related to the operations of the DivisionsBusiness, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 2.2(g);
(h) all of the intangible rights and property of Seller related to necessary for or used in the operations of the DivisionsBusiness, including all Intellectual Property Assets, going concern value, goodwill, telephonetelephone numbers, telecopy numbers and e-mail addresses addresses, domain names and listings and those items listed in Schedules 3.24(d), (e), (f) and (h)listings;
(i) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended extended in accordance with this Agreement;
(j) all claims claims, causes of action, rights of recovery, rights of set-off and rights of recoupment of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j)rights relating to Accounts Receivable; and
(k) all rights of Seller related to necessary or used in the operations of the Divisions Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b)Part 2.2(d) and that are not excluded under Section 2.2. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 TimeDate, 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 ’s right, title title, and interest in and to all of the property properties, assets, and assets of the Divisionsrights, whether real, personal personal, or mixed, tangible and or intangible, of every kind and description, wherever located, that primarily relate to or are used in the business of Seller (the “Business”), including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(b2.1(a);
(cb) all Inventories (except as specifically described in Section 2.2)Inventories;
(dc) all Accounts Receivable;
(ed) all the Seller Contracts, including those Contracts listed in Schedule 3.19(a3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller ContractContract as listed on Schedule 3.20(a);
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b3.17(b);
(gf) all data and Records related to the operations of the DivisionsBusiness, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 correspondence, and other similar documents and Records and, subject to Legal Requirements, certified copies of all personnel RecordsRecords and other Records described in Section 2.2(e);
(hg) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including the Intellectual Property Assets, going concern value, goodwill, telephone, telecopy fax and e-mail addresses and listings listings, and those items listed in Schedules 3.24(d3.25(c), (d), (e), (f) and (hg);
(ih) all insurance and warranty benefits, to the extent transferrable, 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 AgreementLiabilities;
(ji) all claims claims, causes of action, choices in action, rights of recovery and rights of set-off or recoupment of any kind of Seller against Third Parties relating to the AssetsAssets or the Business, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j2.1(i); and;
(kj) all rights of Seller related to the operations of the Divisions relating to deposits (including security and customer deposits), prepayments, advances, warranties, guarantees, prepaid expenses, claims for refunds and rights to offset in respect thereof related primarily to the Business that are not excluded under Section 2.2(f);
(k) the right to receive and retain mail, email, and other communications relating to the Business;
(l) all advertising, marketing, promotional and trade show materials and all other printed or written materials relating to the Business; and
(m) all goodwill as a going concern associated with the items listed in Schedule 2.2(b)above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Asset Purchase Agreement
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, each Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers’ right, title and interest in and to all of the each Seller’s property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all ownership interests (whether in the form of shares or other equity interests) in each of the Foreign Subsidiaries all as more particularly expressed in Part A;
(b) all Real Property, including the Real Property described in Schedules 3.6 and 3.7Part 3.8;
(bc) all Tangible Personal Property, including those items described in Schedule Part 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2);
(d) all Accounts ReceivableMaterials and Supplies Inventories and all Film and Digitized Information Files;
(e) all Accounts Receivable and WIP;
(f) all Seller Contracts, including those listed in Schedule 3.19(aPart 3.20(a), and all outstanding offers or solicitations made by or to any Seller to enter into any Seller Contract;
(fg) all Governmental Authorizations related to the operations of the Divisions Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(bPart 3.17(b);
(gh) all data and Records related to the operations of the DivisionsBusiness by Sellers, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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, customer accounts, pricing and quotation 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 RecordsRecords and other Records described in Section 2.2(g);
(hi) all of the intangible rights and property of Seller related to the operations of the DivisionsSellers, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (eParts 3.25(e), (f) and (h);
(ij) all insurance benefits, to the extent transferrable, including rights and proceeds, but only to the extent arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(jk) all claims of any Seller against Third Parties third parties but only to the extent arising from or relating to the AssetsAssets or the Assumed Liabilities, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule Part 2.1(j); and;
(kl) all rights of any Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b)Part 2.2(d) and that are not excluded under Section 2.2(g) but only to the extent arising from or relating to the Assets or the Assumed Liabilities;
(m) all Cash on hand and bank accounts of Foreign Subsidiaries at Closing; and
(n) all rights in connection with, and assets of, any non-US Employee Plans. All of the property property, rights and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 TimeClosing Date, Seller DMI shall sell, convey, assign, transfer transfer, and deliver to BuyerNEWCO, and Buyer NEWCO shall purchase and acquire from SellerDMI, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, all of Seller's DMI’s right, title title, and interest in and to all of the following property and assets of the Divisionsassets, real, personal personal, or mixed, tangible and intangible, of DMI, of every kind and description, wherever located, including the following located (but excluding the Excluded Assets):
(ai) all Real Propertyreal property, including the Real Property real property described in Schedules 3.6 and 3.7Schedule 3.10;
(bii) all Tangible Personal Propertytangible personal property, including those items described in Schedule 2.1(b)3.9;
(ciii) all Inventories (except as specifically described in Section 2.2)inventories;
(div) all Accounts Receivableaccounts receivable;
(ev) all Seller Contracts, including those written Contracts listed in Schedule 3.19(a3.12(a), ; all oral Contracts specifically listed on Schedule 3.12(a); and all outstanding offers or solicitations made by or to Seller DMI to enter into any Seller Contract, as specifically listed on Schedule 3.12(a);
(fvi) all Governmental Authorizations related to the operations of the Divisions Permits and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(gvii) all data and Records records related to the operations of the DivisionsDMI, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing informationrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, records and (subject to Legal Requirementsany federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel Recordsrecords and other records described in Section 2.2(vii) of this Agreement;
(hviii) all of the intangible rights and property of Seller related to the operations of the DivisionsDMI, including Intellectual Property AssetsProperty, going concern value, goodwill, telephone, telecopy telecopy, and e-mail addresses and listings listings, and those items listed in Schedules 3.24(d), (e), (f3.16(a) and (hc);
(iix) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless expended in accordance with this Agreement;
(jx) all claims of Seller DMI against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j2.1(x); and
(kxi) all rights of Seller related to the operations of the Divisions DMI relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b2.2(iv) and that are not excluded under Section 2.2(viii). All of the property and assets to be transferred to Buyer hereunder NEWCO under this Agreement are herein referred to collectively in this Agreement as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer NEWCO expressly assumes that Liability pursuant to Section 2.4(a)) of this Agreement.
Appears in 1 contract
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 the Seller's property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(bPart 2.1(a);
(cb) all Inventories (except as specifically described in Section 2.2);
(d) all Accounts Receivable;
(e) all the Seller Contracts, including those Contracts listed in Schedule 3.19(a), Part 2.1(b) and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fc) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(bPart 3.17(b);
(gd) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRecords and other Records described in Section 2.2(g);
(he) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy fax and e-mail addresses and listings and those items listed in Schedules 3.24(dParts 3.25(d), (e), (f) and (h);
(if) all insurance benefits, to the extent transferrable, 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, except for insurance benefits resulting from or relating to the theft of certain computer equipment listed in Part 2.2(e);
(jg) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(jPart 2.1(g); and;
(kh) all rights of Seller related to the operations of the Divisions relating to for deposits and prepaid expensesexpenses relating to the Assets, claims for refunds including all deposits and rights to offset in respect thereof that are not prepaid expenses listed in Schedule 2.2(b). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).Part 2.1
Appears in 1 contract
Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, but effective Closing (as of the Effective Time, defined in Section 3) Asset Seller shall sell, convey, assign, assign and transfer and deliver to Buyer, and Buyer shall purchase and acquire from Asset Seller, free and clear of any Encumbrances other than Permitted Encumbrancesall assets, all of Seller's right, title and interest in and to all of the property and assets of the Divisions, whether real, personal or mixed, whether tangible and intangibleor intangible (including good will), of every kind and descriptionwhether accrued, wherever locatedcontingent or otherwise, including primarily used in the Business other than the Excluded Assets (as defined in Section 1.3) (the "Assets"). The transactions contemplated by this Section 1.1 are sometimes herein referred to as the "Asset Purchase." The Assets shall include, but are not limited to, the following (but excluding assets primarily used in the Excluded Assets):Business:
(a) all Real Propertydomain names, trademarks, trade names, service marks, trade dress, logos, patents, copyrights, together with the goodwill associated with the foregoing, and all registrations and applications for registration and all claims for infringement of the foregoing, and all trade secrets, know-how and other intellectual property rights, including the Real Property described in Schedules 3.6 and 3.7those set forth on Schedule 4.6;
(b) all Tangible Personal Propertysoftware programs, technology and software licenses, whether developed, purchased or customized by Asset Seller, including those items described in any associated documentation ("Software"), including without limitation the Software listed on Schedule 2.1(b1.1(b);
(c) all Inventories databases, marketing information, marketing research data and reports, all prospect, customer and mailing lists, as well as databases and works in progress with respect to any of the foregoing (except as specifically described in Section 2.2the "Databases"), including without limitation the Databases listed on Schedule 1.1(c);
(d) all Accounts Receivablerecords, accounts, files and data, whether existing in print or on magnetic or other media;
(e) all Seller Contractspromotional and advertising materials, including those listed whether existing in Schedule 3.19(a)print, video, online, magnetic or other media, and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contractstationery, forms, labels and other materials;
(f) all Governmental Authorizations related to the operations of the Divisions contracts, purchase or other orders, leases, licenses, commitments and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b)other agreements and any rights thereunder;
(g) all data and Records related to the operations of the Divisionsoffice equipment, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 computers and other similar documents equipment, vehicles, furniture, fixtures, supplies, capital improvements and Records and, subject to Legal Requirements, copies of all personnel Recordsother tangible personal property;
(h) all of the intangible rights prepaid expenses, accounts receivable and property of Seller related to the operations of the Divisionsother current assets, including Intellectual Property Assetsthe security deposit under any real estate lease, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h)other similar assets;
(i) all insurance benefitslicenses, to the extent transferrable, including rights permits and proceeds, arising from approvals; and
(j) all of Asset Seller's claims or causes of action relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement;
(j) all claims of Seller against Third Parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "AssetsBusiness." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
Sources: Purchase Agreement (Ziff Davis Inc)
Assets to be Sold. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller Curative Health Services shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerCurative Health Services, free and clear of any Encumbrances other than Permitted EncumbrancesEncumbrances and Encumbrances set forth as such on Schedule 3.20(c) and 3.20
(i) Software, all of Seller's right, title and interest in and to all of the property and assets of the Divisions, real, personal or mixed, tangible and intangible, of every kind and descriptionfollowing assets, wherever located, including located (the following (but excluding the Excluded "Assets"):
(ai) all leasehold and other title to or interest in the Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(bii) all Tangible Personal PropertyProperty as of the Closing Date, including those items described in Schedule 2.1(b2.1(a)(ii);
(ciii) all Inventories (except as specifically described in Section 2.2)of the Closing Date;
(div) all Accounts ReceivableSeller's rights in, to and under all the Contracts listed on Schedule 3.6(b), Schedule 3.17(a) and Schedule 3.20(b) (the "Seller Contracts") and such other contracts that principally relate to the Intellectual Property Assets;
(e) all Seller Contracts, including those listed in Schedule 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fv) all Governmental Authorizations related relating to the operations of the Divisions Procuren Operations listed on Schedule 3.14(b), and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b);
(gvi) all of the following data and Records related of Seller principally relating to the operations of Procuren Operations and the Divisions, including Peptide Patents: (i) client and customer lists and Records, supplier lists and Records(ii) raw data, prospective customer lists, pricing information, referral sources, (iii) research and development reports and Records, (iv) production reports and Records, (v) service and warranty Records, (vi) equipment logs, operating guides and manuals, financial and accounting Records, (vii) the creative materials, advertising materialsmaterials and promotional materials described in Schedule
2.1 (a)(vi), promotional materials, (viii) clinical research or other studies, reportsreports and correspondence with respect thereto, correspondence and other similar documents and Records and(ix) copies of the Personnel Records, subject to Legal Requirements, (x) copies of all personnel Records;financial and accounting Records of Seller relating to the Procuren Operations (if applicable, in compatible electronic format), and (xi) all other data and Records located at the Facilities.
(h) all of the intangible rights and property of Seller related to the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d), (e), (f) and (h);
(ivii) all insurance benefits, to the extent transferrable, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective TimeClosing Date, unless expended in accordance with this Agreement;
(jviii) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 2.1(j2.1(a)(viii); and;
(kix) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that in connection with the Procuren Operations (including, without limitation, any security deposits under the Seller Leases) which are not listed in Schedule 2.2(b2.2(c) and which are not excluded under Section 2.2(g). All ;
(x) all of the intangible rights and property of Seller relating to the Procuren Operations and the Peptide Patents, including Intellectual Property Assets, going concern value, goodwill, and listings and those items listed on Schedule 3.20(e), Schedule 3.20(f), Schedule 3.20(g) and Schedule 3.20(i); and
(xi) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller and used or held for use in connection with the Facilities, whether or not similar to be transferred to Buyer hereunder are herein referred to collectively the items specifically set forth above, except as the "Assetsset forth in Section 2.2 below."
(b) [intentionally omitted]
(c) Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to in respect thereof unless the Assets unless Buyer expressly assumes that such Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 SellerSeller certain Real Property identified herein as the Katella Commercial Center and the T-▇▇▇ Plaza, interests in the Limited Liability Companies and a general partnership interest in the Limited Partnership, as more fully described in the schedules set forth below in this Section 2.1, and Schedules 3.6, 3.7 and 3.8 (collectively referred to herein as the "Assets"), free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the including property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, associated with the Assets, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7; (b) all Real Property Leases described in Schedule 2.1(b);
(bc) all Tangible Personal Property, including those items described in Schedule 2.1(b2.1(c);
(c) all Inventories (except as specifically described in Section 2.2);
; (d) all Accounts Receivable;
interests in the Limited Liability Companies described in Schedule 2.1(d); (e) partnership interests in the Limited Partnership described in Schedule 2.1(e); (f) all Seller Contracts, including those listed in Schedule 3.19(a3.18(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
; (fg) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b3.17(b);
; (gh) all data and Records related to the operations of Seller, the Divisions, LLCs and the LP including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 other Records and, subject which seller is required by law to Legal Requirements, copies of all personnel Records;
(h) all of the intangible rights and property of Seller related to the operations of the Divisions, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed retain in Schedules 3.24(d), (e), (f) and (h);
its possession; (i) all insurance benefits, to the extent transferrable, 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;
; and (j) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(b). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a) and (b).
Appears in 1 contract
Sources: Asset Purchase Agreement (Secured Diversified Investment LTD)
Assets to be Sold. ISSUANCE OF SELLER STOCK 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 the Seller's property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real PropertyProperty and Real Property Leases, including the Real Property and Real Property Leases described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2)Inventories;
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Schedule 3.19(a3.18(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b3.15(b);
(gf) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, copies of 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;
(hg) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(d3.23(b), (e3.23(b)(i), (f) 3.23(c), 3.23(d), 3.23(e), and 3.23(f).
(h);
(i) all insurance benefits, to the extent transferrable, 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;
(ji) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j2.1(I);
(j) all of Seller's Water Rights; and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(bexcluded under Section 2.2(f). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a2.3(a).
Appears in 1 contract
Assets to be Sold. Upon On the terms and subject to the conditions set forth in of this Agreement, at on the Closing, but Closing Date and effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers, and Buyer Buyers shall purchase purchase, acquire, and acquire from Seller, free and clear accept delivery of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the Seller's property and assets of the Divisionsassets, real, personal -------------------------------------------------------------------------------- 8 or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding other than the Excluded Assets (collectively, the "Assets):"), including:
(a) all cash, cash equivalents, short-term investments, and marketable securities of Seller, wherever located;
(b) all Real Property, including the Real Property described in Schedules 3.6 and 3.7on Schedule 5.07;
(bc) all Tangible Personal Property, including those items described in on Schedule 2.1(b);
(c) all Inventories (except as specifically described in Section 2.22.01(c);
(d) all Accounts ReceivableInventories;
(e) all Accounts Receivable;
(f) all the Seller Contracts, including those listed in Schedule 3.19(aon Schedules 5.18 and 5.23(q), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fg) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerBuyers, including those listed in on Schedule 3.16(b)5.15;
(gh) all original data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RequirementsLaws, copies of all personnel RecordsRecords and other Records described in Section 2.02(e); provided, that Seller may retain copies of such data and Records in accordance with Section 11.07 of this Agreement;
(hi) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assetsassets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in on Schedules 3.24(d5.23(a), (e5.23(b), (f) 5.23(c), 5.23(d), 5.23(e), 5.23(f), and (h5.23(q);
(ij) all insurance benefits, to the extent transferrable, 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;
(jk) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ choate or inchoate, known or unknown, contingent or noncontingent, including in▇▇▇▇▇▇g all such claims listed in on Schedule 2.1(j2.01(k); and
(kl) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in on Schedule 2.2(b2.02(c) and that are not excluded under Section 2.02(f). All of the property The Assets shall be sold, assigned, transferred, conveyed, and assets delivered to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption Buyers free and clear of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)Encumbrances other than Permitted Encumbrances.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cti Molecular Imaging Inc)
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 TimeClosing Date, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's Sellers’ right, title title, and interest in and to all of the property and assets of the Divisionsassets, real, personal personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Sellers and which relate to the business currently conducted by Sellers as a going concern, including the design, manufacture, and sale of its air pollution control systems and the furnishing of installation services to customers (the “Business”), including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 and 3.7;
(b) all Tangible Personal Property, including those items described in Schedule 2.1(b2.1(a);
(cb) all Inventories (except as specifically described in Section 2.2)Inventories;
(dc) all Accounts Receivable;
(ed) all Seller Contracts, including those listed in Schedule 3.19(a3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(fe) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b3.17(b);
(gf) all data and Records related to the operations of the DivisionsSellers, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 correspondence, and other similar documents and Records and, subject to Legal Requirements, copies of all personnel RecordsRecords and other Records described in Section 2.2(g);
(hg) all of the intangible rights and property of Seller related to the operations of the DivisionsSellers, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings listings, and those items listed in Schedules 3.24(d3.23(a), (b), (c), (d), (e), (f) and (hg);
(i) all insurance benefits, to the extent transferrable, 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;
(jh) all claims of Seller against Third Parties Sellers relating to the Assets, whether ▇▇▇▇▇▇ or inchoatewhether, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j2.1(h); and;
(ki) all rights of Seller related to the operations of the Divisions Sellers relating to deposits and prepaid expenses, claims for refunds (other that in respect of Taxes) and rights to offset in respect thereof that are not listed in Schedule 2.2(b2.2(d) and that are not excluded under Section 2.2(h);
(j) all rights in connection with and assets of the Employee Plans listed in Schedule 2.1(k) (the “Assumed Plans”);
(k) all cash and cash equivalents, except as excluded in Section 2.2(a); and
(l) all other properties and assets of every kind, character, and description, tangible or intangible, owned by Sellers and used or held for use in connection with the Business, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "“Assets." ” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).
Appears in 1 contract
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 ’s right, title and interest in and to all of the Seller’s property and assets of the Divisionsassets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):
(a) all Real Property, including the Real Property described in Schedules 3.6 Parts 3.7 and 3.73.8;
(b) all Tangible Personal Property, including those items described in Schedule Part 2.1(b);
(c) all Inventories (except as specifically described in Section 2.2)Inventories;
(d) all Accounts Receivable;
(e) all Seller Contracts, including those listed in Schedule 3.19(aPart 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Seller Contract;
(f) all Governmental Authorizations related to the operations of the Divisions and all pending applications therefor or renewals re- newals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(bPart 3.17(b);
(g) all data and Records related to the operations of the DivisionsSeller, including client and customer lists and Records, supplier lists and Records, prospective customer lists, pricing information, 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 RecordsRe- cords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel RecordsRecords and other Records de- scribed in Section 2.2(g);
(h) all of the intangible rights and property of Seller related to the operations of the DivisionsSeller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.24(dParts 3.25(d), (e), (f) and (h);
(i) all insurance benefits, to the extent transferrable, 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;
(j) all claims of Seller against Third Parties third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule Part 2.1(j); and
(k) all rights of Seller related to the operations of the Divisions relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(bPart 2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement Agree- ment shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).. COMMENT
Appears in 1 contract
Sources: Asset Purchase Agreement