Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation, (a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"); (b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property; (c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories"); (d) all rights in Intellectual Property owned by Seller and used primarily in the Business; (e) the GMACS and Universal System Controller; (f) all rights under all Contracts; (g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items; (h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor; (i) all Books and Records; (j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor; (k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e)); (l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets; (m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto; (n) all assets reflected on the Final Closing Statement of Net Assets; (o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and (p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Southern California Microwave Inc), Asset Purchase Agreement (L 3 Communications Holdings Inc), Asset Purchase Agreement (L 3 Communications Corp)
Assets. Subject (a) The assets to and upon be conveyed to Buyer hereunder shall consist ------ of all of the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights properties of every nature, kind and description, tangible and intangible (including goodwill)Seller, whether real, personal personal, tangible or mixedintangible, whether accruedof whatever description and wherever located, contingent now owned or otherwise and whether now existing used by Seller solely in connection with Seller's ownership or hereinafter acquired (other than operation of the Excluded AssetsSystem, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that primarily relate to and are used in the Business as the same may exist all of Seller's assets owned on the Closing Date which are used or owned solely in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets (collectively, the "Assets"), including) shall include, without limitation,:
(ai) all of Seller's towers, tower equipment, antennas, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies, inventory and other physical assets owned or used by Seller solely in connection with Seller's ownership or operation of the System;
(ii) the Owned Real Property described franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission of signals by microwave, easements, rights-of-way and construction permits, if any, and any other obligations and agreements between Seller and suppliers and customers, which are owned or used by Seller solely in connection with Seller's ownership and operation of the System;
(iii) the real property owned and used solely in connection with the System;
(iv) all accounts receivable of Seller arising in connection with the System;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned or developed by or for Seller and intended for use in connection with the System;
(vi) all promotional graphics, original art work, mats, plates, negatives and other advertising, or related materials developed by or for Seller and intended for use in connection with the System;
(vii) all of Seller's correspondence files, lists, records and reports concerning customers and prospective customers of the Systems, concerning television stations whose transmissions are or may be carried as part of the Systems and concerning all dealings with federal, state, and local regulatory agencies, including all reports filed by or on Schedule 3.18(a) and behalf of Seller with the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) Federal Communications Commission (the "▇▇▇▇▇▇▇ FacilityFCC");) in connection with the System and any Statements of Account of the System filed by or on behalf of Seller with the united States Copyright Office in connection with the System; provided however, that Seller shall not transfer to Buyer the licenses and -------- ------- agreements for which the consent of a third party is required to transfer (the "Additional Agreements") until Seller has obtained the approval of the parties granting the Additional Agreements to such transfer, whereupon such Additional Agreements shall be deemed to be included in the assets to be transferred to Buyer pursuant to this Agreement.
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds The following properties and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement assets relating to the System and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned its business operations shall be retained by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all creditsshall not be sold, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights assigned or transferred to receive payments from any Person (in all cases, whether or not billed) and the benefit of security thereforBuyer;
(i) all Books and Recordscash or cash equivalents on hand or in banks;
(jii) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications thereforinsurance policies and rights and claims thereunder;
(kiii) all claims, rights and interest in and to causes of actionany refunds for Federal, lawsuits, claims and demands state or local income or other taxes or fees of any nature available to or being pursued by Seller with respect whatsoever for periods prior to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guaranteesClosing Date, warrantiesincluding without limitation, indemnities and similar rights in favor of Seller with respect fees paid to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇United States Copyright Office; and
(piv) assets disposed of in the cash normal course of business or with the written consent of Buyer between the date hereof and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensClosing Date.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Cable Tv Fund 14-a LTD), Purchase and Sale Agreement (Cable Tv Fund 14 B LTD), Purchase and Sale Agreement (Cable Tv Fund 14-a LTD)
Assets. Subject to Section 2.03, the term “Assets” shall mean, less and upon except the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from SellerExcluded Assets, all of Sellers’ right, title and interest (of Seller whatever kind or character, whether legal or equitable, and whether vested or contingent) in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,following:
(a) the Owned Real Property oil and gas leases and oil, gas and mineral leases described in Exhibit A – Part 1, subject to any depth restrictions described therein, or on Schedule 3.18(a) Exhibit A – Part 1, and any ratifications, extensions, renewals or amendments of the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇same, Hauppaugewhether or not they are listed on Exhibit A – Part 1 (collectively, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"“Leases”);
(b) all machineryother right, equipmenttitle and interest of Sellers in and to the lands described on Exhibit A – Part 1 or described in any of the Leases or other instruments described on such Exhibit A – Part 1 even though Sellers’ interest therein may be incorrectly described in, furnitureor omitted from, furnishingssuch Exhibit A – Part 1, vehiclesor lands pooled, toolsunitized or communitized therewith (collectively, diesthe “Lands”), molds including, without limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other tangible personal propertyinterests insofar as they cover the Lands;
(c) all inventories of raw materialsthe oil, work in processgas, finished productswater, goods, spare parts, replacement and component parts, and office and other supplies (whether disposal or injection ▇▇▇▇▇ located upon the Lands described on hand, in-transit or on order) Exhibit A – Part 2 (collectively, the "Inventories"“▇▇▇▇▇”);
(d) all rights in Intellectual Property owned by Seller the unitization, pooling and used primarily in communitization agreements or declarations, and the Businessunits created thereby related to the Leases, Lands and ▇▇▇▇▇ and to the production of Hydrocarbons therefrom (the “Units”);
(e) all equipment, machinery and other tangible personal property located on or used or held for use primarily in connection with the GMACS Leases, Lands, ▇▇▇▇▇ or Units, or the Hydrocarbons produced therefrom, including production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, flow lines, gathering lines, injection facilities, saltwater disposal facilities, compression facilities, measurement facilities, pipes, casing, tubing, fittings, and Universal System Controllerother spare parts, supplies, tools and materials held as inventory, including those listed in Exhibit A – Part 3 (collectively, the “Facilities”);
(f) the Hydrocarbons produced from or attributable to the Leases, Units or ▇▇▇▇▇ from and after the Effective Time, plus all rights under all ContractsHydrocarbons produced therefrom prior to the Effective Time and in storage or upstream of the sales metering point as of the Initial Closing Date or the Option Closing Date, as applicable, for which an adjustment is made to the Initial Purchase Price or Option Purchase Price pursuant to Section 3.04(a)(viii);
(g) to the extent transferable, all creditscontracts, prepaid expensesagreements, deferred chargesinstruments and leases to which the Assets are bound or to the extent related to the Assets, advance paymentsincluding sales and purchase contracts, security deposits operating agreements, joint venture agreements, farmin and prepaid itemsfarmout agreements, water rights agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or processing agreements, royalty settlements, and geologic, geophysical or seismic licenses including the contracts, agreements and leases listed in Exhibit A – Part 4 (collectively, the “Contracts”);
(h) all notes surface estates, easements and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notesrights-of-way, bonds surface leases and other evidences of indebtedness of surface or subsurface rights or agreements appurtenant to and rights used or held for use primarily in connection with the Assets, including but not limited to receive payments from any Person (those described in all cases, whether or not billed) Exhibit A – Part 5A and the benefit of security thereforExhibit A – Part 5B;
(i) to the extent transferable, all Books and Recordscertificates, consents, permits, licenses or authorizations from Governmental Authorities (“Governmental Authorizations”) used in connection with the Assets;
(j) originals (or copies if Sellers do not possess originals) of all books, records, files (including Lease files, Well files, Contract files, division order files and gas sales, gathering and processing files), muniments of title, abstracts of title, title opinions, title memoranda, title curative materials, landowner contact information, correspondence, reports, maps, regulatory filings, environmental, safety and accounting records, and similar documents and materials (whether electronic or hardcopy) held and used in connection with the Assets, but excluding any of the foregoing to the extent their that transfer is permitted restricted by lawThird-Party agreement or applicable Law (subject to such exclusion, all Governmental Approvalscollectively, including all applications thereforthe “Files”);
(k) all rights Well logs, tests, production records, gravitational data and geological, seismic and other geophysical data or information (in each case) solely attributable to causes of actionthe ▇▇▇▇▇, lawsuitsLeases, claims and demands Units or Lands (whether electronic or hardcopy), to the extent that Sellers have the right to transfer same to Buyer without the payment of any nature available to fee, penalty or being pursued by Seller with respect other consideration but excluding any of the foregoing to the Assets extent that transfer is restricted by Third-Party agreement or the Assumed Liabilities applicable Law (subject to Section 1.2(e)such exclusions, collectively, the “Data”);
(l) to the extent transferable, all guaranteesclaims, rights and causes of action, including causes of action for breach of warranty, against Third Parties, asserted and unasserted, known and unknown, but only to the extent such claims, rights and causes of action affect the value of any of the Assets after the Effective Time or are related to the Initial Assets Assumed Obligations or the Option Assets Assumed Obligations, as applicable, together with all warranties, indemnities Third Party indemnification rights (where Seller is an indemnified party) and similar rights in favor proceeds from any bond or policy of insurance now or previously held by any Seller with respect to the Assetsthat are or may potentially provide recovery for any Initial Assets Assumed Obligations or any Option Assets Assumed Obligations, as applicable;
(m) all computer hardware any trade credits, accounts and software used exclusively in notes receivable, accounts payable, proceeds or revenues attributable to the Business, including all rights under licenses Assets and other instruments or agreements relating theretoaccruing after the Effective Time;
(n) all assets reflected on refunds of costs, Taxes or expenses attributable to the Final Closing Statement Assets with respect to any periods of Net Assets;time after the Effective Time; and
(o) all proceeds from the Names and Logos "Satellite Transmission Systems" alone settlements of contract disputes with purchasers of Hydrocarbons from or in any combination of wordsattributable to the Leases, or any combination, variation or derivation of any such name Units or ▇▇▇▇; and
(p) ▇, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time after the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensEffective Time.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Resolute Energy Corp)
Assets. Subject (a) The assets to and upon be conveyed to Buyer hereunder shall consist ------ of all of the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights properties of every nature, kind and description, tangible and intangible (including goodwill)Seller, whether real, personal personal, tangible or mixedintangible, whether accruedof whatever description and wherever located, contingent now owned or otherwise and whether now existing used by Seller solely in connection with Seller's ownership or hereinafter acquired (other than operation of the Excluded AssetsSystem, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that primarily relate to and are used in the Business as the same may exist all of Seller's assets owned on the Closing Date which are used or owned solely in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets (collectively, the "Assets"), including) shall include, without limitation,:
(ai) all of Seller's towers, tower equipment, antennas, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies, inventory and other physical assets owned or used by Seller solely in connection with Seller's ownership or operation of the System;
(ii) the Owned Real Property described franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission of signals by microwave, easements, rights-of-way and construction permits, if any, and any other obligations and agreements between Seller and suppliers and customers, which are owned or used by Seller solely in connection with Seller's ownership and operation of the System;
(iii) the real property owned and used solely in connection with the System;
(iv) all accounts receivable of Seller arising in connection with the System;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned or developed by or for Seller and intended for use in connection with the System;
(vi) all promotional graphics, original art work, mats, plates, negatives and other advertising, or related materials developed by or for Seller and intended for use in connection with the System;
(vii) all of Seller's correspondence files, lists, records and reports concerning customers and prospective customers of the Systems, concerning television stations whose transmissions are or may be carried as part of the Systems and concerning all dealings with federal, state, and local regulatory agencies, including all reports filed by or on Schedule 3.18(a) and behalf of Seller with the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) Federal Communications Commission (the "▇▇▇▇▇▇▇ FacilityFCC");) in connection with the System and any Statements of Account of the System filed by or on behalf of Seller with the united States Copyright Office in connection with the System; provided however, ----------------- that Seller shall not transfer to Buyer the licenses and agreements for which the consent of a third party is required to transfer (the "Additional Agreements") until Seller has obtained the approval of the parties granting the Additional Agreements to such transfer, whereupon such Additional Agreements shall be deemed to be included in the assets to be transferred to Buyer pursuant to this Agreement.
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds The following properties and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement assets relating to the System and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned its business operations shall be retained by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all creditsshall not be sold, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights assigned or transferred to receive payments from any Person (in all cases, whether or not billed) and the benefit of security thereforBuyer;
(i) all Books and Recordscash or cash equivalents on hand or in banks;
(jii) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications thereforinsurance policies and rights and claims thereunder;
(kiii) all claims, rights and interest in and to causes of actionany refunds for Federal, lawsuits, claims and demands state or local income or other taxes or fees of any nature available to or being pursued by Seller with respect whatsoever for periods prior to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guaranteesClosing Date, warrantiesincluding without limitation, indemnities and similar rights in favor of Seller with respect fees paid to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇United States Copyright Office; and
(piv) assets disposed of in the cash normal course of business or with the written consent of Buyer between the date hereof and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensClosing Date.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Jones Intercable Inc), Purchase and Sale Agreement (Cable Tv Fund 12-C LTD)
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets assets, contracts and rights of every nature, kind and description, tangible and intangible (including goodwill)intangible, whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that relate primarily relate to to, or used primarily in, the Business, and are used in the Business as (and the same may exist on the Closing Date goodwill associated therewith) (collectively, the "Assets"), including, without limitation,
(a) all of the Owned Real Fixed Assets, Intellectual Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")Contracts;
(b) all machinerynotes and accounts receivable (except as set forth in Section 1.2(h) hereof) of the Business, equipment, furniture, furnishings, vehicles, tools, dies, molds including intercompany notes and accounts receivable other tangible personal propertythan corporate-level intercompany receivables from Seller;
(c) all inventories of raw materialsmaterial, work in process, finished products, goods, spare parts, replacement and component parts, parts and office and other supplies of the Business (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in of the Business;
(e) other assets that are reflected on the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all creditsApril Balance Sheet, including prepaid expenses, deferred charges, advance payments, security deposits and prepaid items, as adjusted through the Closing Date in the ordinary course of business;
(he) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(jf) all rights under express or implied warranties from Sellers' suppliers with respect to the Assets;
(g) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(kh) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller in connection with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e))Liabilities;
(li) all guarantees, warranties, indemnities and similar rights in favor of Seller in connection with respect to the Assets;; and
(mj) all computer hardware and software used exclusively primarily in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Comtech Telecommunications Corp /De/), Asset Purchase Agreement (Adaptive Broadband Corp)
Assets. Subject to Section 2.03, the term “Assets” shall mean, less and upon except the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from SellerExcluded Assets, all of Seller’s right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,to:
(a) the Owned Real Property oil and gas leases and oil, gas and mineral leases described in Exhibit A – Part 1 subject to any depth restrictions described on Schedule 3.18(a) Exhibit A – Part 1, and any ratification, extensions or amendments of the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇same, Hauppaugewhether or not they are listed on Exhibit A – Part 1, New York(collectively, described on Schedule 3.18(b) the “Leases”), together with lands pooled, unitized or communitized therewith (the "▇▇▇▇▇▇▇ Facility"“Units”);
(b) all machineryother right, equipmenttitle and interest (of whatever kind or character, furniturewhether legal or equitable, furnishingsand whether vested or contingent) of Seller in and to the lands described on Exhibit A – Part 1 or described in any of the Leases or other instruments described on such Exhibit A – Part 1 even though Seller’s interest therein may be incorrectly described in, vehiclesor omitted from, toolssuch Exhibit A – Part 1 (collectively, diesthe “Lands”), molds including, without limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other tangible personal property;interests insofar as they cover the Lands
(c) all inventories of raw materialsthe oil and gas ▇▇▇▇▇ located upon the Lands or Units, work including those listed in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) Exhibit A – Part 2 (collectively, the "Inventories"“▇▇▇▇▇”);
(d) the production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, inventory and all rights other personal property, fixtures and facilities appurtenant to or used solely in Intellectual Property owned by Seller and used primarily connection with the Leases, Units or ▇▇▇▇▇, including those listed in Exhibit A – Part 3 (collectively, the Business“Facilities”);
(e) the GMACS Hydrocarbons produced from or attributable to the Leases, Units or ▇▇▇▇▇ from and Universal System Controllerafter the Effective Time, plus all Hydrocarbons produced therefrom prior to the Effective Time and in storage prior to sale or upstream of the sales metering point as of the Closing Date for which a Purchase Price adjustment is made pursuant to Section 3.04(a)(vi);
(f) to the extent transferable, all contracts, agreements, instruments and leases to which the Assets are bound or to the extent related to the Assets, including operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, water rights under all agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or processing agreements to the extent applicable to the Assets, including the contracts, agreements and leases listed in Exhibit A – Part 4, (collectively, the “Contracts”);
(g) all creditssurface estates, prepaid expenseseasements and rights-of-way, deferred chargessurface leases and other surface rights appurtenant to and used or held for use primarily in connection with the Assets, advance payments, security deposits and prepaid itemsincluding but not limited to those described in Exhibit A – Part 5;
(h) to the extent transferable, all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notespermits used in connection with the Lands, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all casesLeases, whether Units or not billed) and the benefit of security therefor▇▇▇▇▇;
(i) all Books books, records, files (including Lease files, Well files, division order files and Records;gas sales, gathering and processing files), muniments of title, title opinions, reports and similar documents and materials (whether electronic or hardcopy) held and used in connection with the Leases, ▇▇▇▇▇ or Facilities, but excluding any of the foregoing to the extent that transfer is restricted by Third-Party agreement or applicable Law (subject to such exclusion, collectively, the “Files”); and
(j) all Well logs, gravitational data and geological, seismic and other geophysical data or information (in each case) solely attributable to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
▇, Leases, Units or Lands (p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(bwhether electronic or hardcopy). Subject , to the terms and conditions hereofextent that Seller has the right to transfer same to Buyer without the payment of any fee, at penalty or other consideration but excluding any of the Closingforegoing to the extent that transfer is restricted by third-party agreement or applicable Law (subject to such exclusions, collectively, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens“Data”).
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
Assets. Subject to and upon the terms and conditions Except as otherwise expressly set forth in this AgreementSection 2.3, at the ClosingAssets shall include the following assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets properties and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in Sellers as of the Business as the same may exist close of business on the Closing Date (collectively, the "Assets"), including, without limitation,duplication):
(a) the Owned Real Property described Facilities;
(b) the Easement Facilities;
(c) all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 3.18(a2.2(c);
(d) all Product Inventory;
(e) all office, laboratory and other supplies, furnishings, accessories and spare, replacement and component parts (other than spare, replacement and component parts and other personal property, in each case consigned to the Sellers by third parties), in each case located on the Site;
(f) the computer hardware and related equipment set forth on Schedule 2.2(f) (the “Transferred Information Technology Hardware”) and the property leased at Transferred Computer Data;
(g) the Real Property;
(h) the Easements;
(i) all rights of the Sellers under the Assumed Contracts to the extent to be assigned to the Purchaser pursuant to the Assignment and Assumption Agreement;
(j) the JWWTP Assigned Agreements Interest;
(k) Seller Intellectual Property;
(l) all Receivables;
(m) all deposits, advances, pre-paid expenses and credits listed on Schedule 2.2(m) (collectively, the “Deposits”);
(n) all Licenses or portions thereof, to the extent that they are assignable, relating solely to the Facilities or the Easement Facilities, including those set forth on Schedule 4.23 (unless otherwise indicated thereon), but excluding any Licenses relating to the JWWTP;
(o) all media, whether paper or electronic, containing information, files, correspondence, records, data, plans, reports, Assumed Contracts and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting and other books and records of either Seller to the extent relating to the Business, including the 5-year operating data for the Business previously made available to the Purchaser;
(p) all other tangible assets of any kind or description, wherever located, that are reflected as property, plant and equipment or spare parts inventory in the balance sheet included in the most recent Financial Statements, subject to any additions thereto or subtractions therefrom permitted by Section 6.1 and any changes in current assets arising in the ordinary course of business and excluding (i) any other asset included in such Financial Statements that is principally used in businesses of the Sellers or their Affiliates other than the Business and (ii) any interest in the JWWTP, the JWWTP Agreements and the JWWTP Site that the Sellers own as of the Closing Date and are not conveying to the Purchaser as of the Closing pursuant to the ▇▇▇▇ of Sale (JWWTP Facilities), the Assignment (JWWTP Agreements) and the Conveyance (JWWTP Real Property); and
(q) all interests of the Sellers in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected Subdivision Site as shown on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts map attached as provided in Section 2.7(bAnnex I to Schedule 4.4(a). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Huntsman International LLC), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Assets. Subject to and upon the terms and conditions Except as otherwise expressly set forth in this AgreementSection 2.3, at the ClosingAssets shall include the following assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets properties and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in Sellers as of the Business as the same may exist close of business on the Closing Date (collectively, the "Assets"), including, without limitation,duplication):
(a) the Owned Real Property described Facilities;
(b) the Easement Facilities;
(c) all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 3.18(a2.2(c);
(d) all Product Inventory;
(e) all office, laboratory and other supplies, furnishings, accessories and spare, replacement and component parts (other than spare, replacement and component parts and other personal property, in each case consigned to the Sellers by third parties), in each case located on the Site;
(f) the computer hardware and related equipment set forth on Schedule 2.2(f) (the “Transferred Information Technology Hardware”) and the property leased at Transferred Computer Data;
(g) the Real Property;
(h) the Easements;
(i) all rights of the Sellers under the Assumed Contracts to the extent to be assigned to the Purchaser pursuant to the Assignment and Assumption Agreement;
(j) the JWWTP Assigned Agreements Interest;
(k) Seller Intellectual Property;
(l) all Receivables;
(m) all deposits, advances, pre-paid expenses and credits listed on Schedule 2.2(m) (collectively, the “Deposits”);
(n) all Licenses or portions thereof, to the extent that they are assignable, relating solely to the Facilities or the Easement Facilities, including those set forth on Schedule 4.23 (unless otherwise indicated thereon), but excluding any Licenses relating to the JWWTP;
(o) all media, whether paper or electronic, containing information, files, correspondence, records, data, plans, reports, Assumed Contracts and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting and other books and records of either Seller to the extent relating to the Business, including the 5-year operating data for the Business previously made available to the Purchaser;
(p) all other tangible assets of any kind or description, wherever located, that are reflected as property, plant and equipment or spare parts inventory in the balance sheet included in the most recent Financial Statements, subject to any additions thereto or subtractions therefrom permitted by Section 6.1 and any changes in current assets arising in the ordinary course of business and excluding (i) any other asset included in such Financial Statements that is principally used in businesses of the Sellers or their Affiliates other than the Business and (ii) any interest in the JWWTP, the JWWTP Agreements and the JWWTP Site that the Sellers own as of the Closing Date and are not conveying to the Purchaser as of the Closing pursuant to the Bil▇ ▇▇ Sale (JWWTP Facilities), the Assignment (JWWTP Agreements) and the Conveyance (JWWTP Real Property); and
(q) all interests of the Sellers in the Rac▇▇▇ ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected bdivision Site as shown on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts map attached as provided in Section 2.7(bAnnex I to Schedule 4.4(a). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Assets. Subject to and upon the terms and conditions set forth in this Agreement, Seller shall at the Closing, Seller shall Closing sell, transfer, convey, assign and deliver to BuyerBuyer free and clear of all Liens, and Buyer shall at the Closing purchase and acquire accept from Seller, all of Seller's right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible described in clauses (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired a) through (other than the Excluded Assetsi) that primarily relate to and are used in the Business as the same may exist on the Closing Date below (collectively, the "Assets"), including, without limitation,.
(ai) all trademarks, trade names, service marks, copyrights, patents, trade secrets, recipes, logos, marketing materials, designs (including all trade dress and packaging artwork and logos presently or historically used in promoting the Owned Real Property described Brands and the physical plates or screens used to make, manufacture or press the same), confidential or proprietary information and other intellectual property (regardless of whether registered or pending to be registered with any Governmental Authority) used in the Business including those set forth on Schedule 3.18(a) 2.1(a), and all goodwill associated with each of the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) foregoing (the "▇▇▇▇▇▇▇ FacilityIntellectual Property"), and (ii) all Net Names;
(b) all machineryfinished goods inventories of the Business with more than ninety (90) days shelf life remaining as of the Closing Date, equipmentregardless of where stored or warehoused, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal propertyincluding those set forth on Schedule 2.1(b) (the "Inventory");
(c) all inventories lists of raw materialscurrent and past customers and prospective customers of the Business, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether including those set forth on hand, in-transit or on orderSchedule 2.1(c) (collectively, the "InventoriesCustomer Lists");
(d) all rights in Intellectual Property owned by agreements, contracts, contract rights, understandings, commitments and arrangements of Seller and used primarily (regardless of whether prepaid), whether oral or written, that are (i) identified or summarized on Schedule 2.1(d); (ii) open customer purchase orders taken in the BusinessOrdinary Course of Business that have not been fulfilled and paid for as of the Closing Date identified or summarized on Schedule 2.1(d); (iii) customer and shelf space contracts (regardless of whether pre-paid) identified or summarized on Schedule 2.1(d); and (iv) supplier contracts identified or summarized on Schedule 2.1(d); (collectively, the "Contracts");
(e) all rights and interest of Seller in and to all authorizations, licenses, permits, variances, exemptions, consents, certificates, approvals and orders necessary to own the GMACS Assets and Universal System Controllerto conduct the Business issued to Seller by any Governmental Authority, including those listed on Schedule 2.1(e) (collectively, the "Permits");
(f) all of Seller's other rights under and property interests of any nature which are used in the operation of the Business, including rights to use existing customer service telephone numbers, and the rights to all Contractsof Seller's Uniform Product Codes exclusively used in the Business (the "UPC Codes"), including those listed on Schedule 2.1(f) (collectively, the "Other Intangible Rights");
(g) any and all creditsrefunds, prepaid expenses, deferred charges, advance rebates or other payments, security deposits and prepaid items;or the right to receive any of the foregoing, related to the operation of the Business (the "Refunds"); and
(h) all notes goodwill and accounts receivable held by ongoing business and customer relationships of Seller associated with the Business. The obligation of Seller to deliver any Intellectual Property, Customer List, Contract, Book or Record, Permit, Other Intangible Right, Refunds or other asset or document set forth above includes an obligation to deliver all files, data, records of correspondence, analysis, reports, etc. related thereto (collectively, the "Files"), including intercompany any File stored on any media regardless of form, including paper files, print-outs, computer disks, magnetic tapes, CD's, and interdivisional accounts receivable) and all notesthe like. Notwithstanding the foregoing, bonds Seller is permitted to keep copies of Contracts for which the originals are delivered to Buyer necessary for audit or other business purposes so long as such Contracts are maintained in a manner consistent with Seller's confidentiality and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively obligations contained in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensConfidentiality Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co)
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall will purchase and or acquire from Seller, all right, title and interest of Seller in and to (i) the properties, fixed assets listed on schedule 1.1 (the “Fixed Assets”) and rights of every nature, kind and description, tangible and (ii) the intangible assets (including goodwill) listed on Schedule 1.1 (the “Intangible Assets”), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate relating to and are or used or held for use in connection with the Business as the same may exist on the Closing Date (collectively, the "Assets"), includingincluding all those items described below, without limitation,as further set forth on Schedule 1.1:
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other tangible personal propertyPerson);
(cb) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories"), including Inventories held at any location controlled by Seller, Inventories previously purchased and in transit to Seller at such locations;
(c) all Intellectual Property and all rights thereunder or in respect thereof primarily relating to or used or held for use in connection with the Business, including, but not limited to, rights to s▇▇ for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof (together with all Intellectual Property rights included in the other clauses of this Section 1.1, the "Intellectual Property Assets");
(d) all rights books, records, files, manuals and other materials (in any form or medium), including, without limitation, correspondence, photographs, production data, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property owned by Seller disclosures, accounting records, and used primarily in other files, related to the Business;Assets; CONFIDENTIAL (11.10.06) Page 1 of 34 BUYER: ___ SELLER: ___
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental ApprovalsApprovals (including but not limited to Seller’s manufacturing ISO certifications), including all applications therefor;
(kf) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller with respect to the Assets Business or the Assumed Liabilities (subject to Section 1.2(e))ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise;
(lg) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assetsany Asset;
(mh) all computer hardware Seller’s permission for, cooperation with, and software used exclusively in the Businesssupport of Buyer’s hiring and employing Seller’s organized, including all rights under licenses ISO-certified workforce consisting of Seller’s former and other instruments or agreements relating thereto;current Employees; and
(ni) Henvil Corp.’s assignable right to all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation portion of any such name or the commercial space leased by Henvil Corp. from L&M COCO Construction Ltd. (“Landlord”) being approximately 4,375 square feet municipally located at 3▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (“Lease”); and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all Liens liabilities, obligations, liens and encumbrances excepting only those Assumed Liabilities, Liens listed in the first and fourth paragraphs of on Schedule 3.10 3.1.11, and Permitted Liens.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Bovie Medical Corp), Asset Purchase Agreement (Bovie Medical Corp)
Assets. Subject to and upon the terms and conditions set forth in of this Agreement, at the Closingas of Closing (as defined in Section 2 hereof), Seller shall agrees to sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer shall purchase and acquire from Selleragrees to purchase, all of the assets owned or used by Seller and its Affiliates in connection with the operation of the Hospital, other than the Excluded Assets (hereinafter defined), which assets shall include, without limitation, the following (the "ASSETS"):
(a) good and marketable fee simple (and/or leasehold with respect to items noted as such on Schedule 1.1(a), as the case may be) right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible all real property (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"immovable property), including, without limitation,
(a) , the Owned Real Property real property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"1.1(a);
(b) all machinerytangible (corporeal) business and personal (movable) property, including, without limitation, all major, minor or other equipment, vehicles, furniture, furnishings, vehiclesmachinery, toolsdata processing hardware, dies, molds appliances and other tangible personal propertyproperty of every description and kind and all replacement parts therefor (collectively, the "EQUIPMENT AND FURNISHINGS");
(c) all inventories supplies, goods and inventory used, useable or useful in respect of raw the Hospital as of the Closing, including, but not limited to, food, cleaning materials, work in processdisposables, finished productslinens, goodsconsumables, spare partsoffice supplies, replacement drugs and component parts, and office and other medical supplies (whether on hand, in-transit or on order) (collectively, the "InventoriesINVENTORY");
(d) deposits, prepaid expenses (with future benefit to the Hospital, as determined by Buyer during due diligence, all to the extent assumable), claims for refunds, and rights to offset in Intellectual Property owned by Seller and used primarily in respect of the BusinessHospital (other than prepaid insurance premiums, if any) as of the Closing;
(e) all accounts receivable (other than receivables from governmental third-party payors which by law may not be assigned) arising from the GMACS rendering of services to patients at the Hospital, billed and Universal System Controllerunbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services through the Closing;
(f) an amount equal to the value of all rights under all Contractspatient receivables related to Medicare, Medicaid and other third-party patient claims of Seller due from beneficiaries or governmental third-party payors arising from the rendering of services to patients at the Hospital, billed and unbilled, recorded or unrecorded, accrued and existing in respect of services through the Closing which by law may not be assigned (excluding settlement accounts relating to Sections 1.2(f) and 1.4(d))("Government Patient Receivables"); provided, however, that if the foregoing is construed to breach or violate any applicable contract, agreement or other prohibition, Buyer and Seller will work together in good faith to obtain such consents or to establish a lockbox or other mechanism to transfer, as closely as possible absent such violation, the benefit or proceeds of such receivables to Buyer;
(g) all creditsfinancial, prepaid expensespatient, deferred chargesmedical staff and personnel records and other records relating to the Hospital in both hard and any other format (including, advance paymentswithout limitation, security deposits all accounts receivable records, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals, current personnel records and prepaid itemscomputer software (other than computer software and programs which are proprietary to Columbia or its Affiliates));
(h) all notes right and accounts receivable held by interest of Seller that accrues post-Closing with respect to all commitments, contracts, leases and agreements listed on Schedule 3.17 attached hereto, plus any Immaterial Contracts (including intercompany and interdivisional accounts receivableas defined in Section 3.17) and all notes(collectively, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor"CONTRACTS");
(i) all Books licenses (including software licenses), permits, registrations, certificates, consents, accreditations, approvals and Recordsfranchises, and all applications therefor, to the extent assignable, held by Seller relating to the ownership, development, and operation of the Hospital (including, without limitation, any pending or approved governmental approvals), together with assignments thereof if required, and all waivers which Seller currently has, if any, of any related requirements;
(j) all names, trade names, trademarks and service marks (or variations thereof) associated with the Hospital, including the name "Doctors Hospital of Opelousas" and those other names, marks and logos used by the Hospital and, to the extent their transfer is permitted assignable by lawSeller, all Governmental Approvals, including all applications thereforwarranties (express or implied) and rights and claims assertable by (but not against) Seller related to the Assets;
(k) all rights to causes assets reflected on the Financial Statements as defined in Section 3.4, and any additions thereto up through Closing less deletions therefrom of action, lawsuits, claims and demands nonmaterial amounts of any nature available to assets sold or being pursued by Seller with respect to consumed in the Assets or the Assumed Liabilities (subject to Section 1.2(e))ordinary course of business;
(l) all guarantees, warranties, indemnities goodwill associated with the Hospital and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware other property, other than the Excluded Assets, of every kind, character or description owned by Seller or its Affiliates and software used exclusively or held for use in the Businessbusiness of the Hospital or the Assets, whether or not reflected on the Financial Statements, wherever located and whether or not similar to the items specifically set forth above, and all other businesses and ventures owned by Seller in connection with the operations of the Hospital or the Assets (including all rights under licenses and other instruments any interest of Seller or agreements relating thereto;its Affiliates in Acadiana PHO of Opelousas, Inc.); and
(n) the interest of Seller in all assets reflected on property of the Final Closing Statement of Net Assets;
foregoing types, whether real (oimmovable), personal (movable) the Names and Logos "Satellite Transmission Systems" alone or in any combination of wordsmixed, tangible (corporeal) or any combination, variation intangible (incorporeal) arising or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents acquired in the non-U.S. bank accounts as provided ordinary course of the business of Seller in Section 2.7(b)respect of the Hospital between the date hereof and Closing. Subject Seller shall convey good, marketable, merchantable and valid title and full ownership to the terms Assets and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed all parts thereof to Buyer free and clear of all Liens excepting only those Liens listed claims, assessments, security interests, liens, restrictions, liabilities, defects in title and encumbrances, other than the first Permitted Encumbrances (hereinafter defined) and fourth paragraphs of Schedule 3.10 and Permitted Liensthe Assumed Liabilities (hereinafter defined).
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement and the Master Restructuring Agreement, at the Closing, Seller Creative shall sell, transfer, set over, convey, assign and deliver to BuyerStryker, and Buyer Stryker shall purchase and acquire from SellerCreative, all right, title and interest of Seller Creative in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) as set forth below that primarily relate to and are used in the Business present Manufacturing Operations as the same may exist on the Closing Date (collectively, the "AssetsASSETS"), including, without limitation,):
(a) the Owned Leased Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")Property;
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds the fixed assets and other tangible personal propertyproperty that are listed on SCHEDULE 2.1(b);
(c) the equipment lease agreements listed on SCHEDULE 2.1(c) hereto (the "EQUIPMENT LEASES") and all equipment subject thereto.
(d) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) existing on the Closing Date that relate to the present Manufacturing Operations listed on SCHEDULE 2.1(d) (collectively, the "InventoriesINVENTORIES");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) reasonable quantities of Biological Materials that are in Creative's control and that are useful in repeating the GMACS and Universal System Controllerwork performed by Creative during the Research Project, including but not limited to those listed on SCHEDULE 2.1(e);
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsitems that relate to the present Manufacturing Operations;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(ji) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;; and
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(lj) all guarantees, warranties, indemnities and similar rights in favor of Seller Creative with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer Stryker free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Sources: Asset Purchase Agreement (Creative Biomolecules Inc)
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in this AgreementAgreement and on the basis of and subject to the representations, warranties, covenants and agreements herein contained, at the First Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall purchase and acquire from SellerPurchaser, all of Seller’s right, title and interest in, to and under:
(a) Effective as of Seller the First Effective Time, the following assets, free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “First Closing Assets”):
(i) the Portfolio;
(ii) all Lease Receivables and all CSC Receivables;
(iii) all rights in, to and under the Premier Insurance Program;
(iv) all rights in, to and under the Corporate Insurance Policies as a loss payee thereunder;
(v) all Financed Property; and
(vi) all Files and Records relating to any item in and to the Portfolio or the Financed Property.
(b) Effective as of the Second Effective Time, all of the other properties, assets and rights interests of every Seller (whether tangible or intangible) of any kind, nature, kind character and description, tangible and intangible (including goodwill)description Related to the Business, whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing otherwise, that are owned, leased or hereinafter acquired (licensed by Seller as of the Second Effective Time, other than the Excluded Assets) that primarily relate to , free and are used in the Business as the same may exist on the Closing Date clear of all Encumbrances, other than Permitted Encumbrances (collectively, the "“Second Closing Assets"”), including, without limitation,
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively. For greater certainty, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;Second Closing Assets shall include:
(i) all Books Inventories;
(ii) all Equipment and Machinery;
(iii) all rights in, to and under the Assigned Equipment Leases;
(iv) all rights in, to and under the Assigned Contracts (other than the Premier Insurance Program and the Corporate Insurance Policies);
(v) all Intangible Assets, other than goodwill related to the Excluded Assets;
(vi) all Intellectual Property Assets, other than the Excluded Intellectual Property Assets;
(vii) all prepaid expenses;
(viii) stationery, forms and invoices, brochures, advertising materials and similar items, but excluding all of the Excluded Assets;
(ix) the Real Property Leases;
(x) all Files and Records;
(jxi) all accounts receivable Related to the extent their transfer is permitted by law, all Governmental Approvals, including all applications thereforBusiness other than accounts receivable related to the Excluded Assets;
(kxii) all rights and interests under or pursuant to causes all warranties, representations and guarantees, express, implied or otherwise, of action, lawsuits, claims and demands or made by suppliers or others in connection with any or all of any nature available to or being pursued by Seller with respect to the Assets foregoing or the Assumed Liabilities (subject or otherwise Related to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of than any such name rights and interests related to the Excluded Assets or ▇▇▇▇the Excluded Liabilities; and
(pxiii) all proceeds of any or all of the cash and foregoing received or receivable after the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensSecond Effective Time.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer (or upon Buyer’s request, to Buyer’s Designee) at the Closing, and Buyer (or Buyer’s Designee) will purchase and accept at the Closing, all of Seller’s right, title and interest in and to all and the following assets (collectively, the “Assets”):
(i) all LONDON FOG and TOWER DESIGN Trademarks owned by the Seller worldwide, including without limitation the registrations and applications for registration identified on the attached Exhibit A-1, and all other Intellectual Property Rights closely associated therewith (the “Brands”);
(ii) the licenses and other agreements listed on Exhibit A-2 (the “Assumed Agreements”);
(iii) all third party warranties and claims, credits, rights of recovery and setoffs and all of Seller’s claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, related to the foregoing;
(iv) all samples, sample books, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Brands, and all Intellectual Property Rights associated therewith;
(v) all royalties and license fees earned after the Closing Date;
(vi) the order book relating to the foregoing; and
(vii) Seller’s goodwill associated with the foregoing. In addition to the Assets, at Closing Seller shall also sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase from Seller, free and clear of any encumbrances, ‘‘all of Seller’s right, title and interest, if any, in the Trademarks identified on the attached Exhibit A-3, along with Seller’s bookings associated with the marks identified on Exhibit A-3, and all samples, sample books, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics and other tangible or electronic materials embodying, displaying, or incorporating the Trademarks identified on Exhibit A-3, and all Intellectual Property Rights closely associated therewith (collectively, the “Additional Assets”). The Additional Assets shall be transferred AS IS, WHERE IS, without any representation or otherwise conveyed warranty whatsoever. To the extent that Seller discovers any additional samples, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics, or other tangible or electronic materials embodying, displaying, or incorporating the Brands or the Trademarks identified on Exhibit A-3 following the Closing, which have not been delivered to Buyer free in accordance with this Section 1(a), Seller shall promptly deliver possession thereof to Buyer no later than ten (10) days after discovery. Buyer shall have the right (which right must be exercised prior to the Sale Approval Hearing) to designate a period after the Closing Date, but no longer than October 16, 2006, through which it shall have complete access to the Seller’s facility on Seventh Avenue in New York City (the “Seventh Avenue Site”), in connection with the operation and clear marketing of all Liens excepting only those Liens listed the business relating to the Assets and Additional Assets, and Seller shall continue the utilities and other services related thereto for such periods. On or before the Closing Date, Buyer shall have the right (but not the obligation) to designate furniture, fixtures, and equipment at the Seventh Avenue Site (including but not limited to phones, computers, and copiers) that it will use, and the Seller shall be obligated to keep such furniture, fixtures, and equipment available to Buyer so long as it is so designated. Buyer shall also have the right (which right must be exercised no later than one day prior to the Closing Date) to designate any employees that it needs the Seller to make available to Buyer for the operation or marketing of its business related to the Assets and Additional Assets. Buyer shall reimburse the Seller for the actual out of pocket costs and expenses associated with such designations, including (i) wages or salary and other employer expenses of each employee so designated (if any) for the time each is so designated (at the level each such employee was receiving from the Seller in the first Ordinary Course of Business), (ii) the cost of any designated equipment, including without limitation lease payments and fourth paragraphs maintenance agreements, while it is so designated that is actually paid to a third party by Seller (pro rated, if necessary, to reflect the days of use by Buyer), and (iii) rent, CAM, utilities, and any other occupancy costs at the Seventh Avenue Site for all periods designated by the Buyer pursuant hereto on a per diem basis, in the amount of $1,666,67 per day. If Buyer so designates any of the above, Buyer shall give Seller seven business days written notice of the termination of use of any of the Seventh Avenue Site, the designated employees, or the designated furniture, fixtures, and equipment and shall no longer be responsible for the actual out of pocket expenses for such designations (as set forth above) arising after such termination. Through and including September 15, 2006, Buyer shall also have the exclusive right (the “Property Option”) to purchase from the Debtors any and all personal, tangible, property of the Debtors, and any and all furniture, fixtures, and equipment located at the Seventh Avenue Site. The purchase price for such property will be reasonably determined by the parties at the time of such purchase, if any. Such right shall be exercised by written notice given no later than September 15, 2006 and shall designate a purchase date no later than October 12, 2006. Seller agrees that it will not remove or dispose of any such property between the date hereof and the expiration of this Property Option, except in the ordinary course of Seller’s business. Finally, through and including September 15, 2006, in addition to those Assumed Agreements identified in Subsection 1(a)(ii) above and on Schedule 3.10 A-2 hereto, Buyer shall have the right (the “Lease Right”) to direct Seller to use its best efforts to assume and Permitted Liensassign to Buyer the lease for the Seventh Avenue Site (the “Seventh Avenue Lease”). Upon the exercise of such Lease Right, the Seventh Avenue Lease will be deemed an Assumed Agreement at no additional or further cost to the Buyer; provided that Buyer shall be responsible for any required cure payments.
Appears in 1 contract
Sources: Asset Purchase Agreement (Iconix Brand Group, Inc.)
Assets. Subject to and upon On the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to BuyerClosing Date, and Buyer shall subject to the provisions of Section 2.1(c) below, the Purchaser will purchase and acquire from Selleror assume, as applicable, all right, title and interest of Seller in and to all of the propertiesassets of the Company, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and , which are used related to, used, necessary or useful in the conduct of the Business as the same may shall exist on the Closing Date Date, including but not limited to (A) the accounts receivable set forth on Schedule 2.1(a)(i)(A), (B) the prepaid assets (excluding prepaid insurance) and expenses set forth on Schedule 2.1(a)(i)(B), (C) the property, equipment and other tangible personal property of the IM Division set forth on Schedule 2.1(a)(i)(C), (D) the Business Intellectual Property and other intangible assets necessary or useful in the operation of the Business set forth on Schedule 2.1(a)(i)(D) (which excludes the Intellectual Property of the BPS Division), (E) the Permits relating to the Business to the extent transferable set forth on Schedule 2.1(a)(i)(E), (F) the rights and benefits of and under all of the Company's Operating Contracts of or for the IM Division, including work-in-process and sales pipeline, set forth on Schedule 2.1(a)(i)(F), (G) the documents, books and records (financial or otherwise) which are not Excluded Assets and which relate to the Business, whether in tangible or intangible form, including ledgers, files, correspondence, lists, human resource policies, procedures manuals and the like, creative materials, advertising and promotional materials, studies, reports and other printed, written or electronic materials, (H) all sales, promotion, advertising, and marketing materials of whatever form or nature owned or licensed by the Company relating to the Business or the Assets, (I) all goodwill associated with the IM Division of the Company and all other rights, properties, and assets of any kind or character whatsoever which are owned by the Company which are not "Excluded Assets," (J) the corporate names "Teltech," "Teltech Resources" or a similar interaction of the use of the word "Teltech," (K) the internet names and addresses "▇▇▇▇▇▇▇.▇▇▇" and "▇▇▇▇▇▇.▇▇▇," and (L) employee records of the Hired Active Employees, if such employees provide written consent for the transfer of such records in accordance with Applicable Law (collectively, the "Assets"), includingtogether with all of the Company's rights, without limitation,
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit claims or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of actionaction of the Company of whatever nature, lawsuitscontingent, claims or otherwise against Third Parties specifically and demands of any nature available to or being pursued by Seller with respect solely relating to the Assets or the Assumed Liabilities Business arising out of transactions occurring prior to the Closing Date. The foregoing Schedules shall be delivered as of the date of this Agreement and shall be updated (but not subject to the Supplementation provisions of Section 1.2(e));
(l13.21 hereof) all guarantees, warranties, indemnities to and similar rights in favor of Seller with respect to delivered by the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected Company on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensDate.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at 125 Kennedy Drive, Hauppauge, New York, described on Schedule 3.18(▇) (▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinerymachiner▇, equipment▇▇▇▇pment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇mark; and
(p) the cash and the cash equivalents ▇▇▇▇valents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall MD Industries will sell, transfer, convey, assign and deliver to Buyer, the Buyer and the Buyer shall will purchase and or acquire from Seller, MD Industries all right, title and interest of Seller MD Industries in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal relating directly to or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used exclusively in connection with the Business as the same may exist on the Closing Date set forth below (collectivelyhereinafter, the "Assets"), including, without limitation,):
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal propertyparts and similar property described in Schedule 1.1
(a) attached hereto;
(cb) all inventories of raw materials, work in process, finished productsProducts, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) parts (collectively, the "Inventories") and office and other supplies, including Inventories and office and other supplies held at any location controlled by MD Industries and Inventories and office and other supplies previously purchased and in transit to MD Industries at such locations, all as described in Schedule 1.1(b) attached hereto which shall be provided by MD Industries at Closing;
(c) all rights in and to (a) the registered trademarks, service marks, trade names, product names and copyrights described in Schedule 1.1(c) attached hereto, together with the goodwill symbolized thereby; (b) all other rights to trademarks, service marks, trade names, product names and copyrights used by MD Industries in the operation of the Business; and (c) such inventions, processes, designs, formulae, trade secrets, know-how, confidential and technical information, manufacturing, engineering and technical drawings, product specifications and confidential business information developed by or for MD Industries pertaining solely to the Business (hereinafter collectively referred to as "Intellectual Property");
(d) all of the rights under all contracts, arrangements, licenses, leases and other agreements to which MD Industries is a party, the right to receive goods and services, pursuant to such agreements and the right to assert claims and take other rightful actions in Intellectual Property owned respect of breaches, defaults, and other violations of such contracts, arrangements, licenses, leases and other agreements in connection with the Business being acquired, insofar as such claims are based on events occurring on or after the Closing Date (excluding, however, from this subsection 1.1(d): (i) any right to receive payments or accounts receivable for Products sold or services rendered before the Closing Date, (ii) all rights of MD Industries under the Agreement and Plan of Merger dated August 7, 2001, among News America Incorporated, M.D. Industries, Inc. and MD Industries and related documents, (iii) all rights of MD Industries under its loan agreement with LaSalle Bank National Association and related documents, (iv) all rights of MD Industries under the Sublease dated July 1, 1999 between The Revere Group, Ltd. and MD Industries and related documents and the Lease dated April 30, 1993 between First Industrial, L.P. and MD Industries and related documents, (v) all rights under the equipment leases of MD Industries relating to postage meters and copying machines, (vi) all rights under MD Industries' limited liability company agreement, (vii) except to the extent disclosed in Schedule 1.1(d), all rights under any employment agreements, severance agreements or other employment-related agreements or plans to which MD Industries is a party or by Seller which its employees receive benefits, and used primarily (viii) all rights under the sales representative contracts between MD Industries and other parties (the rights and agreements referred to in the Businessforegoing clauses (i) through (viii) being referred to as the "Excluded Assets"));
(e) all rights under any of the GMACS Intellectual Property to ▇▇▇ and Universal System Controllerseek remedies against infringements thereof, and rights of priority and protection of interests therein under the laws of the United States (together with all Intellectual Property rights included in the other clauses of this Section 1.1, the "Intellectual Property Assets") insofar as such remedies or rights are based on events occurring on or after the Closing Date;
(f) all rights under books, records, manuals and other materials (in any form or medium), which relate solely to the Business, including, without limitation, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, manufacturing and quality control records and procedures, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, sales order files and copies of litigation files, in any event, solely pertaining to the Business (excluding, however, all Contractsrecords relating to the formation and capitalization of MD Industries, the minute books of MD Industries and all records relating to the Excluded Assets);
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by lawlaw and also to the extent they relate solely to the Business, all Governmental Approvalsconsents of any government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of the United States or any political subdivision thereof, and any tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(lh) all guarantees, warranties, indemnities and similar rights in favor of Seller MD Industries with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensAsset.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medical Action Industries Inc)
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in this Agreement, KMD shall, at the Closing, Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire accept from SellerKMD, all of KMD's right, title and interest of Seller in and to the propertiesall assets, assets properties and rights of every nature, kind and description, tangible and intangible (including goodwill)wherever located, whether realtangible or intangible, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate Assets referred to in Section 2(b), owned by KMD and are used in relating to or arising out of the Business as the same may exist on the Closing Date (collectively, collectively the "Assets"), including, without limitation,, the following:
(ai) all laboratory, clinical or chemical testing and other equipment, computers, furnishings, furniture, office supplies, vehicles, spare parts, tools, machinery or other equipment owned by KMD and all other goods and personal property used in the Owned Real Property described operation of the Business, all of which items are listed, specifically or by category, on Schedule 3.18(a2(a)(i)(A) (in each case, including all accessories, supplies, operating manuals and other documentation with respect thereto, collectively, the "Equipment"); KMD's interests in the leases of Equipment listed on Schedule 2(a)(i)(B) (collectively, the "Equipment Leases"); and all other fixed assets owned by KMD and that are located at one of the Facilities or otherwise used in the Business, including the fixed assets listed on Schedule 2(a)(i)(C) (collectively, the "Fixed Assets");
(ii) all inventories of supplies, chemicals, labels, stationary, forms, packing, shipping and mailing materials owned by KMD and used in the Business (collectively, the "Inventory");
(iii) all Contracts of KMD to provide services, equipment and real estate leases, equipment maintenance agreements, software license agreements, service agreements, reagent agreements and other agreements incurred in the ordinary course of the Business (but excluding all Excluded Contracts and Benefit Plans), any and all rights of KMD thereunder, and all rights of KMD under any non-disclosure, confidentiality or noncompetition Contracts relating to the Business (the "Included Contracts"), all of which Included Contracts (other than such agreements that are terminable without penalty on less than thirty-one (31) days notice or involve payments of not more than $500 per month and not more than $30,000 in the aggregate over the life of such contracts) are listed on Schedule 2(a)(iii) or 2(a)(i)(B);
(iv) all rights of KMD under or pursuant to all warranties, representations or guarantees made by suppliers, manufacturers and contractors in connection with products or services of, or used in, the Business, or otherwise affecting the Equipment, the Fixed Assets or the Inventory;
(v) all customer and vendor lists relating to the Business, all files or documents relating to customers and vendors of the Business, and all financial records, files, books or documents otherwise relating to the Assets, the Assumed Obligations and/or the Business, including computer programs, manuals, sales and advertising materials, billing records, and sales, distribution and purchase correspondence;
(vi) all Intellectual Property Rights of KMD and all of KMD's rights under all Third Party Licenses (as defined in Section 4(l)) and all documentation relating thereto in whatever media it is embodied, including books, records, computer storage media, magnetic tape, data compilations and other embodiments are listed on Schedule 2(a)(vi);
(vii) subject to the property leased license granted by Section 7(e), all computer software (including object code and source code in KMD's possession) owned by KMD and used by KMD in connection with the Business, including all copies stored in magnetic or other media of any kind, and all documentation and specifications relating thereto;
(viii) all permits, licenses, provider numbers and other formal approvals issued by any Governmental Body held and used by KMD in connection with the Business (other than KMD's Medicare Provider Number L220810 issued by the Health Care Financing Administration and pertaining to Medicare services performed at the Facilities) to the extent transferable to Buyer, all of which material permits, licenses and provider numbers are listed on Schedule 2(a)(viii);
(ix) all prepaid deposits, expenses or charges of the Business;
(x) all claims, choses of action and rights relating to the Business, the Assets and the Assumed Obligations, and all insurance proceeds, judgments or settlements with respect to the Business, the Assets and the Assumed Obligations;
(xi) all of KMD's right, title and interest in and to the name "Kyto Meridien Diagnostics" and any derivation thereof, the goodwill pertaining to such name and the Business, and the current telephone numbers and telephone listings of the Business; and
(xii) all current accounts receivable existing on the Closing Date for which no payment has been received by KMD as of the first posting date after the Closing Date and which originated from ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇to monthly billed accounts of KMD (as opposed to patient and third party billed accounts described in Subsection 2(b)(vii) below), Hauppauge, New York, described on Schedule 3.18(b) together with all evidences thereof and documentation relating thereto (the "▇▇▇▇▇▇▇ FacilityPurchased Receivables");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on On the Closing Date (collectively, the "Assets"as hereinafter defined), Buyer shall ------ purchase from Seller all of the assets, properties, interests and rights of Seller, real and personal, tangible and intangible, owned or leased by Seller which are used or held for use in the operation of the Company including, without limitation,
but not limited to, all the following: (a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(bi) all machineryleased property, together with all appurtenant easements thereto, and all leased tangible personal property; (ii) all equipment, furniture, furnishings, vehicles, tools, dies, molds office furniture and other tangible personal property;
, including the personal property listed on Exhibit A hereto; (ciii) all inventories of raw materialsdocuments, work in processfiles, finished productsbooks and records, goods(iv) all intellectual property, spare partsincluding all slogans, replacement programs, computer programs and component partssoftware (to the extent assignable), programming material, trade names, service marks and office copyrights listed on Exhibit B; (v) all contracts and other supplies agreements listed on Exhibit C hereto (whether on hand, in-transit or on order) (collectively, the "InventoriesAssumed Contracts");
; (dvi) goodwill; (vii) licenses and permits used in the operation of the Seller's business listed in Exhibit D hereto; (viii) all rights in Intellectual Property owned by Seller and used primarily in the Business;
pending orders; (e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivableix) and all notescustomer lists, bonds intangible rights including third party claims, warranty claims, insurance claims, set-offs, and other evidences credits. The assets conveyed (the "Assets") will include all replacements and additions thereto between the date of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) this Agreement and the benefit of security therefor;
date on which the transactions contemplated hereby are consummated (i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by "Closing Date"). Seller with respect to agrees that it shall convey the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed liens, encumbrances and debts of any kind except to the extent expressly assumed by Buyer in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensthis Agreement.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the ClosingClosing (except as otherwise provided in Section 1.5), the Seller shall sellwill Transfer, transferor cause to be Transferred, convey, assign and deliver to the Buyer, and the Buyer shall will purchase and or acquire from the Seller, all right, title and interest of Seller the Seller, directly or indirectly, in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate are located at the Facilities or otherwise relating to and are or used in by or held for the benefit of the Business as the same may exist on the Closing Date (collectively, together with the "assets to be conveyed pursuant to Section 1.5, the “Assets"”), includingfree and clear of all Liens other than Permitted Liens, without limitation,including the following assets of the Business:
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at All ▇▇▇ ▇▇▇▇▇▇▇ (including an aggregate of eight ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ at the San Diego Facility", two of which are the subject of Section 1.5);
(b) all , facilities, machinery, equipment, computer hardware, furniture, furnishings, vehicles, toolstools and similar property held for use at the Facilities or by the Business (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person), diesincluding those ▇▇▇▇▇▇▇▇, molds forklifts and other tangible personal propertyvehicles listed on Schedule 1.1(a);
(cb) all inventories of All raw materials, work in process, finished products, goodsmaterials (including process gases), spare parts, replacement and component parts, parts and office and other supplies supplies, including such items previously purchased and in transit to the Seller for the benefit of the Business or located at or to be delivered to the Facilities;
(whether c) Subject to Section 2.5, all contracts, agreements, leases, commitments, instruments, guarantees, purchase orders, licenses and other agreements (“Contracts”) related to the Business to which the Seller is a party specifically listed or described on hand, in-transit or on orderSchedule 1.1(c) (collectively, the "Inventories"“Assumed Contracts”);
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all All credits, prepaid expenses, deferred charges, advance payments, security deposits and deposits, prepaid items, rebates and allowances of the Business;
(he) all notes and accounts receivable held by Seller (including intercompany and interdivisional All accounts receivable) , unpaid accounts and other receivables and all notes, bonds and other evidences of indebtedness of and of, or rights to receive payments from from, any Person arising out of the Business, including any amounts received by the Seller with respect to the foregoing after the Closing;
(f) All Intellectual Property and all rights thereunder or in respect thereof, including rights to ▇▇▇ for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under Applicable Law, including those items listed on Schedule 1.1(f) but excluding (i) the Licensed IP and (ii) the Excluded Non-Licensed IP;
(g) All Division or Business books, records, manuals and other materials (in all casesany form or medium), whether or advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records (subject to Applicable Law), manufacturing and quality control records and procedures, specifications, engineering data, equipment manuals, test data, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures (relating to the Business Intellectual Property Assets other than the Licensed IP (solely to the extent that such Licensed IP is not billedlocated in a Facility) and the benefit of security thereforExcluded Non-Licensed IP), media materials, accounting records, sales order files, litigation files, instruction outlines and operating guides and booklets;
(ih) all Books and Records;
(jExcept as set forth on Schedule 3.1(c) with respect to the extent their transfer is permitted by lawnon-transferrable Governmental Approvals, all Governmental Approvals, including all applications therefortherefor and waivers thereof, including those set forth on Schedule 1.1(h);
(ki) all All Real Property related to the Facilities;
(j) All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller with respect to arising out of the Assets Business, whether arising by way of counterclaim or the Assumed Liabilities (subject to Section 1.2(e)otherwise, including those listed or described on Schedule 1.1(j);
(lk) Except as set forth on Schedule 1.1(k), all guarantees, warranties, indemnities and similar rights obligations of any party in favor of the Seller with respect to the Business or to any of the Assets, and all claims or causes of action against any manufacturer, supplier or other transferor related to any of the Assets;
(l) All other assets of the Business shown or reflected on the balance sheet included in the Interim Financial Statements and all property and assets acquired by the Seller for the Business between the date of such balance sheet and the Closing (and, in each case, not disposed of in the Ordinary Course of Business as permitted by this Agreement);
(m) all computer hardware and software used exclusively in All insurance claims relating to the Business, including all rights under licenses and other instruments Assets or agreements relating thereto;Assumed Liabilities; and
(n) All rights to receive and retain mail and other communications and all assets reflected on telephone numbers used by the Final Closing Statement of Net Assets;
Business (o) the Names and Logos "Satellite Transmission Systems" alone other than those primarily related to Excluded Assets or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(bExcluded Liabilities). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth Notwithstanding anything in this AgreementAgreement to the contrary, at the Purchasers expressly understand and agree that the following assets, Contracts, rights and properties of the Seller Entities and their Subsidiaries (the “Excluded Assets”) shall be retained by the Seller Group, shall be excluded from the Purchased Assets and may be transferred out of the Purchased Entities prior to the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest notwithstanding any other provision of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,this Agreement:
(a) Any and all legal and beneficial interest in the Owned Real Property described on Schedule 3.18(a) and share capital or equity interest of any Person, other than the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")Purchased Entity Shares;
(b) Any and all machineryContracts, equipment, furniture, furnishings, vehicles, tools, dies, molds other than the Specified Business Contracts and other tangible personal propertythe Transferred Leases;
(c) Any and all inventories of raw materials, work in process, finished products, goods, spare parts, replacement owned and component parts, and office leased real property and other supplies (whether on handinterests in real property, in-transit or on order) (collectively, other than the "Inventories")Transferred Real Property;
(d) Any and all rights in Intellectual Property owned Rights, other than the Transferred Intellectual Property;
(e) Any and all Technology, other than the Business Technology Deliverables in the form transferred;
(f) Any and all Information Technology, other than the Transferred Information Technology;
(g) Any and all Tangible Personal Property, other than the Transferred Tangible Personal Property;
(h) Any and all raw materials, work-in-process, finished goods, supplies and other inventories, other than the Inventory;
(i) Any and all Permits, other than the Transferred Permits;
(j) Any and all marketing authorizations, other than the Transferred Marketing Authorizations;
(k) Any Retained Claim;
(l) Any and all documents, instruments, papers, books, records, books of account, files and data, catalogs, brochures, sales literature, promotional materials, certificates and other documents not specifically identified as Purchased Assets in Section 2.4;
(m) Except as set forth in Article VI, any and all assets of the Seller Benefit Plans (other than the assets of the Purchased Entity Benefit Plans);
(n) Any and all loans and advances if any, by the Seller and used primarily in Entities to any of their Affiliates or otherwise to the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.The Italian VAT Receivable;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Phibro Animal Health Corp)
Assets. Subject to The Assets shall include, and upon not be limited to, the terms following assets and conditions set forth properties of the Seller:
(a) all accounts, contract rights and general intangibles and other receivables [including, but not limited to, prepaid expenses but excluding any rights that the Seller has under the Tax Sharing Agreement (which is identified in Section 3 of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer)];
(b) all inventory including all goods obtained in exchange for such inventory, and Buyer shall purchase and acquire any products made or processed from Sellersuch inventory including all goods, if any, commingled therewith or added thereto;
(c) all right, title and interest in, to and under each contract and other agreement, whether relating to the sale or other disposition of Seller inventory or the performance of services;
(d) all documents of title or other receipts and documents covering, evidencing or representing inventory;
(e) all rights, claims and benefits against any person arising out of, relating to or in connection with inventory purchased by the Seller;
(f) all goods, instruments, securities, documents, chattel paper, letters of credit, credits, rights, claims, demand and interests whatsoever;
(g) all proceeds, products and accessions of and to any of the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used property described in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,
items (a) to (f), inclusive, of this Section;
(h) the Owned Real Property described parcel of real property consisting of approximately thirty (30) acres in Northville Township, Michigan and all easements, rights-of-way, and other appurtenances thereto (the "Land");
(i) the approximately one hundred and eight thousand square foot (108,000 sq. ft.) manufacturing and office facility, and all other improvements, fixtures and fittings located on Schedule 3.18(athe Land (the "Building");
(j) all equipment (whether or not the same constitutes a fixture) including, but not limited to, machinery, tools, masks, motor vehicles, office equipment and furniture, and all accessories and additions thereto and all replacements therefore;
(k) patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations of such patents, patent applications and patent disclosures;
(l) all rights, if any, of the property leased at Seller with regard to any of the following cases:
(i) OIS Optical Imaging Systems, Inc. v. Symbolic Displays, Inc, Case No. 98-75009 (U.S. Dist▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"▇▇);
(biii) all machineryOIS Optical Imaging Systems, equipmentInc. and Allendale Mutual Insurance Company v. Air Liquide America Corp., furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component partsM.G. Industries-Guardian Systems, and office and other supplies Abbi▇ ▇▇▇▇▇, ▇▇c., Case No. 99-906202 (whether on hand, in-transit or on order) (collectively, the "Inventories"Wayn▇ ▇▇▇nty Circuit Court);
(div) all rights in Intellectual Property owned by Seller and used primarily in the Business;OIS Optical Imaging Systems, Inc. v Astronautics Corporation of America, Case No. 99-60407; and
(ev) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all creditsOIS Optical Imaging Systems, prepaid expensesInc. v Northville Township, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;Michigan Tax Tribune Docket No. 26-0685. .
(m) all computer hardware trade names, trademarks and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating theretocopyrights;
(n) all assets reflected on the Final Closing Statement of Net Assets;assignable franchises, approvals, permits, licenses, registrations, certificates, variances and similar rights; and
(o) the Names all books, records, ledgers, files, documents, correspondence, lists, plans, drawings, specifications, studies, reports and Logos "Satellite Transmission Systems" alone other printed or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Lienswritten materials.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ois Optical Imaging Systems Inc)
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, the Seller shall and, if owned or held by its Affiliates, shall cause its Affiliates to, irrevocably sell, assign, transfer, convey, assign convey and deliver to BuyerBuyer or its Affiliates (as directed by Buyer in writing), and Buyer shall purchase and, if and acquire from Sellerto the extent directed by Buyer, shall cause its Affiliates to, purchase, acquire, assume and accept, free and clear of any and all Liens, all right, title and interest of Seller and its Affiliates in and to the propertiesfollowing assets related to the Cholic Acid Product (the “Assets”):
(i) the Assigned Contracts;
(ii) the Cholic Acid Product Data Assets;
(iii) the Cholic Acid Product IP;
(iv) the Cholic Acid Product Regulatory Assets;
(v) to the extent assignable, assets and all claims, judgments, cases in action or rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than related to the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets")Cholic Acid Product, including, without limitation,for past, present or future infringement of the Cholic Acid Product IP;
(avi) copies of other books, records (including computer records), correspondence (including email communications) of the Owned Real Property described Seller relating to the Cholic Acid Product and/or the Assets;
(vii) to the extent assignable, all representations, warranties, guarantees, indemnities, undertakings, covenants not to compete and covenants not to ▇▇▇ benefitting the Assets, certificates, covenants, agreements and all security therefor received by the Seller on Schedule 3.18(athe purchase, license or other acquisition of any part of the Assets; and
(viii) to the extent granted, if and when granted (if at all), to Asklepion, any Voucher; and
(ix) all claims or rights related to the property leased at […***…] Matter to be assigned by Seller’s wholly-owned subsidiary, ASK Pharmaceuticals GmbH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens▇.
Appears in 1 contract
Sources: Asset Purchase Agreement
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the closing of the transactions contemplated hereby (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, all right, title and interest of Seller in and to the all properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) Assets (as defined below)), that primarily relate to and or are used or held for use in the Business as the same may exist on the Closing Date (collectively, the "“Assets"”), including, including without limitation,limitation the following Assets:
(a) all cash and cash equivalents of Seller as of the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) date (the "▇▇▇▇▇▇▇ Facility")“Closing Date”) of the Closing;
(b) all machinery, equipmentcomputer hardware, furniture, furnishings, vehicles, toolsequipment, dies, molds machinery and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies rights under the Contracts listed on Schedule II (whether on hand, in-transit or on order) (collectively, the "Inventories"“Included Contracts”);
(d) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in Intellectual Property owned by Seller and used primarily in the Businesscomplete written Contracts (it being understood that an expired Contract shall not be deemed to be a complete written Contract for purposes of this Section 1.1(d));
(e) the GMACS all rights in Intellectual Property now in existence or under development, including all licenses and Universal System Controllerrights to use or practice such Intellectual Property, and all goodwill represented thereby and pertaining thereto;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsitems (other than as provided in Section 1.2(c));
(hg) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of any security therefor;
(ih) all Books and Records;
(ji) to the extent their transfer is permitted by lawapplicable Law, all Governmental Approvals, including all applications therefor;
(j) all of the outstanding equity interests in Pharmaceutical Resource Solutions of Puerto Rico, Inc. (“PRS PR”); and
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b)Liabilities. Subject to the terms and conditions hereof, at At the Closing, the Assets shall be transferred or otherwise conveyed to Buyer Purchaser free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensExceptions.
Appears in 1 contract
Assets. Subject In reliance on the representations, warranties, covenants and agreements set forth in this Agreement and subject to paragraphs (c) and upon (d) of this Section 1.1 and to the other terms and conditions set forth in of this Agreement, at the ClosingClosing (as hereafter defined), Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, or shall cause to be sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller and Seller's Designee (as hereafter defined), in each case free and clear of all rightliens, charges and encumbrances (except for Permitted Liens (as hereafter defined) and as otherwise expressly permitted by Sections 3.7 and 5.12 hereof), the Business as a going concern together with all of Seller's (or, in the case of certain real property, of Figgie Properties' or Figgie Real Estate's and, in the case of certain Intellectual Property (as hereafter defined), of Figgie Licensing's) rights, title and interest of Seller interests in and to all of the properties, contracts, rights and other assets and rights (of every kind, nature, kind character and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than wherever situated), the Excluded Assets) that use of which is primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "AssetsASSETS"), including, without limitation,, the following:
(ai) All of the Owned real property owned as of the Closing Date (as hereafter defined) by Seller, Figgie Properties or Figgie Real Estate, the use of which is primarily in the Business (other than the Retained Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b(as hereafter defined)) (the "▇▇▇▇▇▇▇ FacilityPROPERTY")) and any rights of Seller, Figgie Properties or Figgie Real Estate in all facilities, easements, rights of way, licenses, permits and other appurtenances thereunto belonging (in each case, to the extent transferable) and all buildings, facilities, structures, fixtures, leasehold and other improvements located thereon, which Property is listed in Section 1.1(a)(i) of the Seller Disclosure Schedule;
(bii) All of the rights and incidents of ownership as of the Closing Date of Seller, or Figgie Properties, in leases or subleases of real property, the use of which is primarily in the Business (the "REAL PROPERTY LEASES") and any rights of Seller or Figgie Properties in all easements, rights of way, licenses, permits and other appurtenances thereunto belonging (in each case, to the extent transferable) and all buildings, facilities, structures, fixtures, leasehold and other improvements located thereon, which Real Property Leases are listed in Section 1.1(a)(ii) of the Seller Disclosure Schedule;
(iii) All of the rights and incidents of ownership as of the Closing Date of Seller in and to all the leases of personal property, the use of which is primarily in the Business, to the extent transferable, including all assets listed in Section 1.1(a)(iii) of the Seller Disclosure Schedule;
(iv) All machinery, equipment, furnituretools, furnishingsbusiness machines, vehicles, toolsoffice furniture and fixtures, diesoffice equipment, molds and other tangible personal property;
(c) all inventories of computer data processing equipment, office materials, supplies, raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, work-in-transit or on order) (collectivelyprocess and inventory owned as of the Closing Date by Seller, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used use of which is primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating theretoassets listed in Section 3.7(a)(i) of the Seller Disclosure Schedule;
(nv) All rights and incidents of ownership of Seller as of the Closing Date in, to and under all assets reflected on contracts, licenses, leases (other than leases for real property), commitments, purchase orders, Employment Agreements (as hereafter defined) and other agreements (in each case, to the Final Closing Statement extent transferable), the use of Net Assetswhich is primarily in the Business (the "CONTRACTS"), including the Material Contracts (as hereafter defined) listed in Section 1.1(a)(v) of the Seller Disclosure Schedule;
(ovi) All customer and supplier lists of the Names Business;
(vii) All accounts receivable and Logos prepaid expenses of the Business, other than prepaid insurance, as of the Closing Date;
(viii) Subject to Sections 1.1(c)(v) and 2.1 hereof, all domestic and foreign trademarks, service marks, certification marks, collective marks, collective membership marks, copyrights, registrations and applications for registration for any of the foregoing, patents and applications therefor, trade secrets, tradenames, service names, logos, assumed names, all rights of enforcement for past infringement thereof, royalty rights, and licenses thereof and thereto (excluding the Excluded Intellectual Property (as hereafter defined)), owned by Seller or Figgie Licensing as of the Closing Date, that are used primarily in the Business, (collectively, the "Satellite Transmission Systems" alone INTELLECTUAL PROPERTY"), including that Intellectual Property listed in Section 1.1(a)(viii) of the Seller Disclosure Schedule;
(ix) All of Seller's permits, licenses, approvals, consents and authorizations by any Governmental Entity (as hereafter defined) (collectively, "PERMITS"), to the extent transferable, that are exclusively used or held for use in any combination the Business as of wordsthe Closing Date;
(x) All of the Division's (as hereafter defined) books and records relating solely to the Division and/or the Business;
(xi) All of the Division's other files, indices, market research studies, surveys, reports, analyses and similar information relating to the Business;
(xii) All of the Shares and the share of common stock of each of the Conveyed Subsidiaries owned by Seller's Designee (collectively, the "DESIGNEE SHARES");
(xiii) The goodwill of the Business in or any combinationarising from the Assets and the business represented thereby;
(xiv) All other assets listed in Section 1.1(a)(xiv) of the Seller Disclosure Schedule;
(xv) All telephone, variation telex, e-mail, Internet, post office box and other numbers and addresses primarily related to the Business, to the extent transferable;
(xvi) All sales data, brochures, catalogs, literature, forms, mailing lists, art work, photographs and advertising material, in whatever form or derivation of any such name or ▇▇▇▇media, that relate primarily to the Business; and
(pxvii) the cash and the cash equivalents in the non-U.S. bank accounts Except as provided in Section 2.7(b). Subject 1.1(c)(iv) hereof and except as arising from or relating to the terms Retained Liabilities (as hereafter defined), all claims, causes of action, choses in action, rights of recovery and conditions hereofrights of set-off of any kind in favor of Seller and pertaining to, at the Closingor arising out of, the Assets shall be transferred or otherwise conveyed offsetting any Assumed Liabilities (as hereafter defined), to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensextent transferable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Figgie International Inc /De/)
Assets. Subject to and upon the terms and conditions Except as otherwise expressly set forth in this AgreementSection 2.3, at the ClosingAssets shall include, Seller shall sellwithout limitation, transferthe following assets, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets properties and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) Company that primarily relate to the Business, including the design, manufacture and are used in sale of its products, as of the Business as the same may exist close of business on the Closing Date (collectively, the "Assets"), including, without limitation,Date:
(a) all inventory, including without limitation, office and other supplies, raw materials, spare, replacement and component parts, works-in- process, finished goods and other inventory property located at, stored on behalf of or in transit to the Owned Real Property described on Schedule 3.18(a) and Company with respect to the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇Business (collectively, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ FacilityInventory");
(b) all machineryfixed assets, equipment, furniturefurnishings, furnishingscomputer hardware, vehicles, toolsmachinery, dies, molds fixtures and other tangible personal property;
(c) all inventories rights of raw materials, work the Company under those contracts listed on Schedule 4.12 (unless indicated to the contrary thereon) or that are of a type that would have been listed thereon except that they involve payments in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) an amount less than the applicable amount set forth in Section 4.12 (collectively, the "InventoriesAssumed Contracts");
(d) all Real Property and all licenses, permits, approvals, qualifications, easements and other rights in Intellectual Property owned by Seller and used primarily in the Businessrelating thereto;
(e) all goodwill, methods, know-how, technical documentation, processes, procedures, inventions, technology, research records, data, designs, plans, drawings, manufacturing know-how and formulas, whether patentable or unpatentable, and other intellectual or proprietary rights or property of the GMACS Business (and Universal System Controllerall rights thereto and applications therefor), including, without limitation, the Intellectual Property and the Company Software;
(f) all rights under all ContractsAccounts Receivable;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller with respect the Company and relating to the Business, the Assets or the Assumed Liabilities (subject to Section 1.2(e))Liabilities, whether arising by way of counterclaim or otherwise;
(lh) to the extent they are assignable, all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of Seller with respect the Company and relating to the AssetsBusiness, the Assets or the Assumed Liabilities;
(mi) all computer hardware permits, approvals, licenses, qualifications, product registrations, safety certifications, authorizations or similar rights to the extent that they are assignable, including those set forth on Schedule 4.20 (unless otherwise indicated thereon);
(j) all information, files, correspondence, records, data, plans, reports, contracts and software used exclusively in recorded knowledge, including customer, supplier, price and mailing lists, and all accounting or other books and records of the Business, including all rights under licenses excluding any books and other instruments records of the Company not related to the Business, in whatever media retained or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names stored, including, without limitation, computer programs and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇disks; and
(pk) all other tangible and intangible assets of any kind or description, wherever located, that are carried on the cash and books of the cash equivalents in Business or which are owned by the non-U.S. bank accounts as provided in Section 2.7(b). Subject Company that relate to the terms and conditions hereofBusiness, at but excluding the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensExcluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (North American Galvanizing & Coatings Inc)
Assets. Subject to and upon On the terms and subject to the conditions set forth in this AgreementAgreement (including Section 1.7), at the Closing, Seller Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, convey, deliver and assign and deliver to BuyerBuyers, and Buyer Buyers shall purchase and acquire from SellerSellers, all of the right, title and interest of Seller that Sellers possess and have the right to transfer in and to the propertiesfollowing assets, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the "“Assets"”), includingbut excluding the Excluded Assets, without limitation,free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Sellers in accordance with Section 6.18):
(a) The real property, improvements and fixtures owned by Sellers, and Sellers’ leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Sellers are referred to as the “Owned Real Property described on Schedule 3.18(a) Property” and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇“Leased Real Property,” respectively, Hauppauge, New York, described on Schedule 3.18(b) (and collectively as the "▇▇▇▇▇▇▇ Facility"“Real Property”);
(b) The following tangible personal property owned or leased by Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all machineryattachments and accessions thereto (collectively, equipmentthe “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, furniturethe “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, furnishingstogether with the containers and compactors listed on Schedule 1.1(b)(ii), vehiclesthe “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”), all inventory of supplies, fuel, parts, shop tools, diesnuts, molds bolts, tires and maintenance accessories (collectively, the (“Inventory”) and other tangible personal propertyassets listed on Schedule 1.1(b)(iv);
(c) all inventories of raw materialsSubject to Section 1.7, work in process, finished products, goods, spare parts, replacement and component parts, and office the following Contracts:
(i) All Contracts and other supplies rights to provide small container municipal solid waste commercial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (whether the accounts to service such customers at the locations on handsuch routes are collectively referred to herein as the “Collection Accounts,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); Schedule 1.1(c)(i): (A) will be provided within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and sets forth, inwith respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within 5 Business Days prior to the Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge;
(ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers’ Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii): (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-transit Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge;
(iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii): (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date;
(iv) The Contracts with Governmental Authorities listed on orderSchedule 1.1(c)(iv) (collectively, the "Inventories"“Government Contracts”);
(v) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v);
(vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(vi) (collectively, the “Rolling Stock Leases”);
(vii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(vii) (collectively, the “Equipment Leases”);
(viii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(viii) (collectively, the “Office Equipment Leases”);
(ix) The real property-related leases, occupancy agreements, licenses or similar agreements, and any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”);
(x) The employment agreements listed on Schedule 1.1(c)(x) (collectively, the “Employment Contracts”); and
(xi) The oil and gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(xi) (together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(x), collectively, the “Assumed Contracts”).
(d) all rights in Intellectual Property owned All accounts receivable of Sellers arising from the Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d) (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller Sellers to Buyers within 5 Business Days following the Closing Date, provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and used primarily in the Businessaccounts receivable of Sellers related to any National Accounts;
(e) All of the GMACS (i) operating records, customer records, maintenance files, engineering studies, plans and Universal System Controllerspecifications of Sellers to the extent related to any Assets (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Sellers may retain copies of (A) all Employee Records and (B) all Records transferred to Buyers pursuant to this Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets;
(f) all rights under all ContractsThe computer hardware of Sellers that is listed and described on Schedule 1.1(f);
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsAll of the IP Rights listed on Schedule 1.1(g);
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notesThe credits, bonds deferred charges, prepaid expenses, deposits and other evidences prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of indebtedness of Sellers principally related to the Assets and rights to receive payments from any Person listed and described on Schedule 1.1(h), which schedule will be attached by Sellers hereto at Closing (in all casescollectively, whether or not billed) and the benefit of security therefor“Prepaid Assets”);
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect All goodwill relating to the Assets;
(mj) all computer hardware All right, title and software used exclusively interest in and to the Businessdedicated telephone and fax numbers, including all rights under licenses post office boxes and other instruments or agreements relating thereto;
(n) all assets reflected telephone listings of Sellers listed on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇Schedule 1.1(j); and
(pk) All Permits related to the cash ownership, operation, management or use of the Assets that are owned by, issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. Notwithstanding anything in this Agreement to the contrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the cash equivalents Closing Date and that such acquisitions or dispositions (or, in the non-U.S. bank accounts as case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 2.7(b). Subject 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the terms and conditions hereofextent any Registered Rolling Stock is owned other than as set forth on Schedule 1.1(b)(i), Sellers may at their option cause such Registered Rolling Stock to be sold to the Closingapplicable Buyers at Closing by the entities holding title thereto (collectively, the Assets “Additional Vehicle Sellers”) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be transferred deemed to violate any representation, warranty or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed covenant in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensthis Agreement.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill)intangible, whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,
(a) the Owned Leased Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")3.18;
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and or used by Seller pursuant to a license or other arrangement and, in each case used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(gf) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(hg) all notes and accounts receivable held by due to Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Assets. Subject As used herein, the term “Assets” means, subject to and upon the terms and conditions set forth in of this Purchase and Sale Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from all of Seller, all ’s right, title title, interest and interest of Seller estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the propertiesfollowing:
(a) All leasehold interests on and to the oil and gas leases, assets including working interests, reversionary interests, overriding royalties, net profits interests, carried interests, and rights of every nature, kind other properties and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist interests described on the Closing Date Exhibit A (collectively, the "Assets"“Leasehold Interests”), including, without limitation,;
(ab) Each and every kind and character of right, title, claim, and interest that Seller has in and to the Owned Real Property lands covered by the Leasehold Interests, assignments and other documents of title described or referred to in Exhibit A, or the lands currently pooled, unitized, communitized or consolidated therewith (together the “Lands”);
(c) All oil, gas and all other hydrocarbons (collectively “Hydrocarbons”) in, on Schedule 3.18(aor under or that may be produced from the Lands and/or Leasehold Interests;
(d) and the property leased at All oil, gas, water or injection ▇▇▇▇▇ located on the Lands identified on Exhibit B (the “▇▇▇▇▇▇▇ ”);
(e) All leasehold interests of Seller in or to any currently existing pools or units which include any Lands or all or a part of any Leasehold Interests or include any ▇▇▇▇▇, Hauppauge, New York, described including those pools or units shown on Schedule 3.18(b) Exhibit B (the "▇▇“Units”; the Units, together with the Leasehold Interests, Lands and ▇▇▇▇▇ Facility"being hereinafter referred to as the “Property” or “Properties”);
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office including all leasehold interest of Seller in production of hydrocarbons from any such Unit, whether such Unit production of hydrocarbons comes from ▇▇▇▇▇ located on or off of a Leasehold Interest, and other supplies (whether on handall tenements, in-transit or on order) (collectivelyhereditaments and appurtenances belonging to the Leasehold Interests, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System ControllerUnits;
(f) all rights under all ContractsAll equipment, machinery, fixtures flow lines, pipelines, gathering systems and appurtenances thereto and other tangible personal property and improvements located on the Properties or used or held for use primarily in connection with the operation of the Properties (“Equipment”);
(g) all creditsAll contracts, prepaid expensesagreements and instruments described or referred to on Exhibit C by which the Properties are bound, deferred charges, advance payments, security deposits and prepaid itemsor that relate to or are otherwise applicable to the Properties (“Contracts”);
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notesAll rights-of-way, bonds easements, surface leases and other evidences of indebtedness of and surface rights described or referred to receive payments from any Person on Exhibit D (in all cases, whether or not billed) and the benefit of security therefor“Surface Contracts”);
(i) all Books Copies of the files, records, data and Records;
information relating to the items described in items (ja) through (h) above maintained by Seller to the extent their transfer is permitted by lawthat such files, all Governmental Approvalsrecords, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims data and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (information are not subject to Section 1.2(erestrictions on assignment or copying (the “Records”));
(l) all guarantees; provided, warrantieshowever, indemnities and similar rights in favor that Seller may retain the originals of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses such files and other instruments or agreements relating thereto;
records as Seller has determined may be required for litigation, tax, accounting, and auditing purposes and provide Purchaser with copies thereof at Seller’s cost, excluding, however, the Excluded Assets (n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided defined in Section 2.7(b1.2). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Ignis Petroleum Group, Inc.)
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the ClosingClosing (as hereinafter defined), Seller shall each of the Sellers will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall will purchase and or acquire from Sellerthe Sellers free and clear of all Liens (other than Permitted Liens (as hereinafter defined)), all of the right, title and interest of each such Seller in and to the properties, assets and rights of every naturesuch Sellers, kind and descriptionor any of them, tangible and intangible wherever located, including without limitation such assets of the types listed below (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than all of the Excluded Assets) that primarily relate foregoing assets to and be conveyed to Buyer are used in the Business collectively referred to as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,):
(a) the Owned Real Property described all equipment, furniture, furnishings, computers and office and other supplies, and all leasehold interests in such assets that are leased by Sellers and identified as leased items on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"1.1(a);
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds rights in and other tangible personal propertyto any systems or processes under research or development by any and all Sellers prior to or on the Closing Date (as herein defined);
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsitems (and, in each case, security interests from third parties relating thereto);
(hd) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts notes receivable) and all notes, ledger ▇▇▇▇▇▇▇▇, bonds and other evidences of indebtedness of and rights to receive payments from any Person (person owing to any and all Sellers, including, but not limited to, any rights with respect to third party collection procedures or any other actions, suits or proceedings which have been commenced in all cases, whether or not billed) and the benefit of security thereforconnection therewith;
(ie) all Books software, programs, customer and Recordsclient lists and information, inventions, processes, designs, formulae, trade secrets, know-how, computer programs, confidential business information and all documents and other materials related to the foregoing and all documents, disks and other media on which any of the foregoing is stored;
(jf) to the extent their transfer is permitted by lawall books, all Governmental Approvalsrecords, including all applications thereformanuals and other materials (in any form or medium), advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, blueprints, research and development files, records and data books, media materials and plates, accounting records and sales order files;
(kg) all rights to causes of action, lawsuits, judgments, claims and demands of any nature existing in favor of, available to or being pursued by Seller any and all Sellers whether arising by way of counterclaim or otherwise (other than any rights, actions, claims or demands in favor of Sellers, or any of them, that they may assert directly by way of counterclaim arising out of or in connection with respect to the Assets or lawsuit styled ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Consulting, Inc., Case No. 98-585-CA-15-E in the Assumed Liabilities Eighteenth Judicial Circuit Court of Seminole County, Florida (subject to Section 1.2(ethe "▇▇▇▇▇▇▇ Lawsuit"));.
(lh) all guarantees, warranties, indemnities and similar rights in favor of Seller any and all Sellers;
(i) all of the rights of any and all Sellers under all contracts, leases, commitments and other agreements (collectively, the "Contracts"), including, but not limited to, (i) employment, consulting and similar agreements regarding personnel, (ii) confidentiality agreements with respect to the AssetsBusiness, the Assets or the Assumed Liabilities, (iii) purchase and sale orders for the purchase or sale of services or goods ("Customer Contracts"); (iv) furniture and equipment leases; and (v) real estate leases.
(j) all of the goodwill related to the Business;
(mk) all computer hardware other tangible and software intangible assets whatsoever of each Seller used exclusively in or related to the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all except for those specific assets reflected listed as Excluded Assets on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇Schedule 1.3; and
(pl) all assets of the cash and Benefit Plans sponsored or maintained by the cash equivalents Sellers as listed in the non-U.S. bank accounts as provided in Section 2.7(bSchedule 5.1(h). Subject to the terms All of such Assets shall be delivered free and conditions hereofclear of any liens, at the Closingclaims, pledges, security interests, mortgages or encumbrances of any kind ("Liens") other than Permitted Liens. The sale, conveyance, assignment, transfer and delivery of the Assets shall be transferred effected by bills of sale, endorsements, assignments, or otherwise conveyed other instruments in such reasonable or customary form as shall be requested by Buyer and its counsel. Each Seller shall at any time from and after the Closing Date, upon the reasonable request of Buyer and at such Seller's expense, execute, acknowledge and deliver such additional conveyances, assignments, transfers or other instruments, as may be reasonably required to Buyer free and clear assign, transfer or convey the Assets to Buyer, or vest ownership of all Liens excepting only those Liens listed such Assets in Buyer, as contemplated by this Agreement. A "Permitted Lien," for purposes of this Agreement, means (i) any lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings, (ii) any statutory lien arising in the first and fourth paragraphs ordinary course of business by operation of law with respect to an obligation or liability that is not yet due or delinquent, or (iii) the liens set forth on Schedule 3.10 and Permitted Liens1.1 hereto.
Appears in 1 contract
Sources: Purchase and Sale of Assets Agreement (Cotelligent Group Inc)
Assets. Subject The assets, properties and business of Seller to be sold, conveyed, transferred and upon delivered by Seller to Buyer pursuant to this Section 1.01(a) are referred to in this Agreement as the “Assets”. On the terms and subject to the conditions hereinafter set forth in this Agreementforth, at on the ClosingClosing Date (as hereinafter defined), Seller shall will sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer shall will purchase and acquire from Seller, with the exceptions described below, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill)assets and properties of Seller, whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may shall exist on the Closing Date (collectivelyand wherever located, including without limitation the "Assets"), including, without limitation,
(a) the Owned Real Property Assets described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;below:
(i) all Books and Recordstangible personal property of Seller, except as set forth on Schedule 1.01(a)(i) attached hereto;
(jii) to the extent their transfer is permitted by lawall intellectual property of Seller, all Governmental Approvals, including all applications thereforexcept as set forth on Schedule 1.01(a)(ii) attached hereto;
(kiii) all inventory, including supplies, raw materials and work in process and finished goods;
(iv) all accounts receivable;
(v) all of Seller’s customer relationships, outstanding customer orders and goodwill and Seller’s right to own and operate its Business;
(vi) all buildings and land;
(vii) all rights in all business telephone numbers and internet sites used in connection with the business and in the corporate name, trademark and trade name “Green Tech Products” and “National Playground Compliance Group” and to causes the goodwill represented thereby and pertaining thereto;
(viii) all of actionSeller’s licenses, lawsuitspermits, claims approvals and demands other governmental or non-governmental authorizations or consents, except as set forth Schedule 1.01(a)(vii);
(ix) all personal property leases; and
(x) all books and records and all data, files, documents, papers, agreements, books of any nature available to or being pursued by Seller with respect account and other records pertaining to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights Business which are used in favor of Seller connection with respect to the Assets;
(m) all computer hardware and software used exclusively in Assets or the Business, including all rights under licenses records relating to current employees of Seller, client and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names customer lists and Logos "Satellite Transmission Systems" alone or in any combination of wordsrecords, or any combinationfinancial records, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensaccounting records.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenman Technologies Inc)
Assets. Subject to and upon the terms and conditions Except as otherwise expressly set forth in this AgreementSection 1.3 hereof, at the ClosingAssets shall include, without limitation, the following assets, properties and rights of Seller shall sellas of the Closing Date:
(a) all cash, transfercash equivalents and marketable securities;
(b) all accounts receivable, convey, assign and deliver to Buyernotes receivable, and Buyer shall purchase receivables due from the factor under the Factoring Agreement (as defined in Section 1.3(e));
(c) all deposits, advances, prepaid expenses and acquire from credits;
(d) all inventories, including finished products, work-in-process, raw materials, spare parts, stores and supplies, office supplies and other inventory items, whether or not carried on the books of Seller;
(e) all machinery, equipment, business machines, computer hardware, vehicles, furniture, fixtures, tools, dies, molds, parts and other tangible property, whether or not carried on the books of Seller;
(f) all right, title and interest of Seller in and to (i) all of the properties, assets and rights of every nature, kind and description, tangible and intangible contracts (including goodwillwritten or oral), whether realagreements, leases of real or personal property or mixed, whether accrued, contingent other instruments which are listed on Schedule 1.2(f) and (ii) all other written contracts or otherwise and whether now existing orders solely with customers or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used suppliers entered into in the Business as the same may exist ordinary course of business consistent with past practice that are not listed on the Closing Date Schedule 1.2(f) (collectively, the "AssetsAssumed Contracts");
(g) all real property, including the buildings, structures, fixtures and improvements located thereon and all licenses, permits, approvals, qualifications, easements and other rights relating thereto, including but not limited to the real property described on Schedule 1.2(g);
(h) all goodwill, patents, copyrights, know-how, software, technical documentation, trade secrets, trademarks and trade names (including "New Cherokee") (and all rights thereto and applications therefor), including, without limitation,
(a) the Owned Real Property described , those set forth on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"1.2(h);
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller with respect to the Assets Seller, whether arising by way of counterclaim or the Assumed Liabilities (subject to Section 1.2(e))otherwise;
(lj) all guarantees, warranties, indemnities and similar rights in favor of Seller;
(k) all governmental permits, licenses or similar rights relating to the business of Seller;
(l) any rights of Seller to (i) those insurance policies of Seller listed on Schedule 1.2(l), (ii) the uncollected proceeds under any insurance policy of Seller with respect to any casualty loss occurring on or prior to the AssetsClosing Date and (iii) any "stop loss" or other insurance policies (and proceeds thereunder) which provide indemnification or other coverage with respect to any of the Assets or any of the Assumed Liabilities (collectively the "Insurance Policies and Proceeds");
(m) all computer hardware and software used exclusively the Bank Accounts (as defined in the Business, including all rights under licenses and other instruments or agreements relating theretoSection 3.23);
(n) all assets reflected on the Final Closing Statement information, files, correspondence, records, data, plans, contracts and recorded knowledge, including customer and supplier lists, employment and personnel records and all accounting or other books and records of Net Assets;Seller; and
(o) the Names all other tangible and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation intangible assets of any such name kind or ▇▇▇▇; and
(p) description, wherever located, that are carried on the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred books of Seller or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Lienswhich are owned by Seller.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the closing of the transactions contemplated hereby (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, all right, title and interest of Seller in and to the all properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) otherwise, that primarily relate to and or are used or held for use in the Business as the same may exist on the Closing Date (collectively, the "“Assets"”), including, including without limitation,limitation the following Assets:
(a) all cash and cash equivalents of Seller as of the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")Closing Date;
(b) all machinery, equipmentcomputer hardware, furniture, furnishings, vehicles, toolsequipment, dies, molds machinery and other tangible personal property;
(c) subject to Section 1.3, all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies rights under the Contracts listed on Schedule I (whether on hand, in-transit or on order) (collectively, the "Inventories"“Included Contracts”);
(d) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in Intellectual Property owned by Seller and used primarily in the Businesscomplete written Contracts (it being understood that an expired Contract shall not be deemed to be a complete written Contract for purposes of this Section 1.1(d));
(e) the GMACS all rights in Intellectual Property now in existence or under development, including all licenses and Universal System Controllerrights to use or practice such Intellectual Property, and all goodwill represented thereby and pertaining thereto;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsitems (other than as provided in Section 1.2(c));
(hg) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of any security therefor;
(ih) except for the Book and Records of Seller identified in Section 1.1(h) of the Seller Disclosure Schedule as being subject to a statutory prohibition against transfer identified therein (the “Excluded Employee Records”), all Books and Records;
(ji) to the extent their transfer is permitted by lawapplicable Law, all Governmental Approvals, including all applications therefor;; and
(kj) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b)Liabilities. Subject to the terms and conditions hereof, at At the Closing, the Assets shall be transferred or otherwise conveyed to Buyer Purchaser free and clear of all Liens excepting only those Liens listed in Permitted Exceptions. [***] [***] Confidential treatment requested. Omitted portions have been filed separately with the first Securities and fourth paragraphs of Schedule 3.10 and Permitted LiensExchange Commission.
Appears in 1 contract
Assets. Subject The assets, properties and business of Seller to be sold, conveyed, transferred and upon delivered by Seller to Buyer pursuant to this Section 1.01(a) are referred to in this Agreement as the “Assets”. On the terms and subject to the conditions hereinafter set forth in this Agreementforth, at on the ClosingClosing Date (as hereinafter defined), Seller shall will sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer shall will purchase and acquire from Seller, with the exceptions described below, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill)assets and properties of Seller, whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may shall exist on the Closing Date and wherever located, including without limitation (collectively, the "Assets"), including, without limitation,
(ax) the Owned Real Property described Assets identified on Schedule 3.18(a1.01(a) attached hereto and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(ey) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;Assets described below:
(i) all Books and Recordstangible personal property of Seller, except as set forth on Schedule 1.01(a)(i) attached hereto;
(jii) to the extent their transfer is permitted by lawall intellectual property of Seller, all Governmental Approvals, including all applications thereforexcept as set forth on Schedule 1.01(a)(ii) attached hereto;
(kiii) all inventory, including supplies, raw materials and work in process and finished goods;
(iv) all accounts receivable;
(v) all of Seller’s customer relationships, outstanding customer orders and goodwill and Seller’s right to own and operate its Business;
(vi) all rights in the corporate name, trademark and trade name “American Power Group” and to causes the goodwill represented thereby and pertaining thereto;
(vii) all of actionSeller’s licenses, lawsuitspermits, claims approvals and demands other governmental or non-governmental authorizations or consents, except as set forth Schedule 1.01(a)(vii);
(viii) all personal property leases, except as set forth on Schedule 1.01(a)(viii) attached hereto; and
(ix) all books and records and all data, files, documents, papers, agreements, books of any nature available to or being pursued by Seller with respect account and other records pertaining to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights Business which are used in favor of Seller connection with respect to the Assets;
(m) all computer hardware and software used exclusively in Assets or the Business, including all rights under licenses records relating to current employees of Seller, client and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names customer lists and Logos "Satellite Transmission Systems" alone or in any combination of wordsrecords, or any combinationfinancial records, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensaccounting records.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenman Technologies Inc)
Assets. Subject to and upon On the terms and subject to the conditions set forth in this AgreementAgreement (including Section 1.7), at the Closing, Seller Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, convey, deliver and assign and deliver to BuyerBuyers, and Buyer Buyers shall purchase and acquire from SellerSellers, all of the right, title and interest of Seller that Sellers possess and have the right to transfer in and to the propertiesfollowing assets, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the "“Assets"”), includingbut excluding the Excluded Assets, without limitation,free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Sellers in accordance with Section 6.18):
(a) The real property, improvements and fixtures owned by Sellers, and Sellers' leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Sellers are referred to as the “Owned Real Property described on Schedule 3.18(a) Property” and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇“Leased Real Property,” respectively, Hauppauge, New York, described on Schedule 3.18(b) (and collectively as the "▇▇▇▇▇▇▇ Facility"“Real Property”);
(b) The following tangible personal property owned or leased by Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all machineryattachments and accessions thereto (collectively, equipmentthe “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, furniturethe “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, furnishingstogether with the containers and compactors listed on Schedule 1.1(b)(ii), vehiclesthe “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”), all inventory of supplies, fuel, parts, shop tools, diesnuts, molds bolts, tires and maintenance accessories (collectively, the (“Inventory”) and other tangible personal propertyassets listed on Schedule 1.1(b)(iv);
(c) all inventories of raw materialsSubject to Section 1.7, work in process, finished products, goods, spare parts, replacement and component parts, and office the following Contracts:
(i) All Contracts and other supplies rights to provide small container municipal solid waste commercial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (whether the accounts to service such customers at the locations on handsuch routes are collectively referred to herein as the “Collection Accounts,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); Schedule 1.1(c)(i) (A) will be provided within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and sets forth, inwith respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within 5 Business Days prior to the Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge;
(ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers' Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii) (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-transit Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge;
(iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii) (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date;
(iv) The Contracts with Governmental Authorities listed on orderSchedule 1.1(c)(iv) (collectively, the "Inventories"“Government Contracts”);
(v) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v);
(vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(vi) (collectively, the “Rolling Stock Leases”);
(vii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(vii) (collectively, the “Equipment Leases”);
(viii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(viii) (collectively, the “Office Equipment Leases”);
(ix) The real property-related leases, occupancy agreements, licenses or similar agreements, and any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”);
(x) The employment agreements listed on Schedule 1.1(c)(x) (collectively, the “Employment Contracts”); and
(xi) The oil and gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(xi) (together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(x), collectively, the “Assumed Contracts”).
(d) all rights in Intellectual Property owned All accounts receivable of Sellers arising from the Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d) (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller Sellers to Buyers within 5 Business Days following the Closing Date, provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and used primarily in the Businessaccounts receivable of Sellers related to any National Accounts;
(e) All of the GMACS (i) operating records, customer records, maintenance files, engineering studies, plans and Universal System Controllerspecifications of Sellers to the extent related to any Assets (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Sellers may retain copies of (A) all Employee Records and (B) all Records transferred to Buyers pursuant to this Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets;
(f) all rights under all ContractsThe computer hardware of Sellers that is listed and described on Schedule 1.1(f);
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemsAll of the IP Rights listed on Schedule 1.1(g);
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notesThe credits, bonds deferred charges, prepaid expenses, deposits and other evidences prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of indebtedness of Sellers principally related to the Assets and rights to receive payments from any Person listed and described on Schedule 1.1(h), which schedule will be attached by Sellers hereto at Closing (in all casescollectively, whether or not billed) and the benefit of security therefor“Prepaid Assets”);
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect All goodwill relating to the Assets;
(mj) all computer hardware All right, title and software used exclusively interest in and to the Businessdedicated telephone and fax numbers, including all rights under licenses post office boxes and other instruments or agreements relating thereto;
(n) all assets reflected telephone listings of Sellers listed on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇Schedule 1.1(j); and
(pk) All Permits related to the cash ownership, operation, management or use of the Assets that are owned by, issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. Notwithstanding anything in this Agreement to the contrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the cash equivalents Closing Date and that such acquisitions or dispositions (or, in the non-U.S. bank accounts as case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 2.7(b). Subject 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the terms and conditions hereofextent any Registered Rolling Stock is owned other than as set forth on Schedule 1.1(b)(i), Sellers may at their option cause such Registered Rolling Stock to be sold to the Closingapplicable Buyers at Closing by the entities holding title thereto (collectively, the Assets “Additional Vehicle Sellers”) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be transferred deemed to violate any representation, warranty or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed covenant in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensthis Agreement.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer, conveyassign, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to all assets owned by Seller or used in the properties, assets and rights operation of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (the Business other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date Assets (collectively, the "Assets"), including, without limitation,, the following:
(a) all tangible personal property owned by Seller or used in the Owned Real Property described operation of the Business, including without limitation all computer hardware, equipment, furniture and property listed on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b1.1
(a) (the "▇▇▇▇▇▇▇ FacilityTangible Assets");
(b) all machinerycontracts, equipmentleases, furniturelicenses, furnishings, vehicles, tools, dies, molds and other tangible personal property;agreements, whether oral or written, listed on Schedule 1.1(b) --------------- (the "Contracts"); ---------
(c) all inventories real property owned by Seller or used in the operation of raw materialsthe Business, work in processincluding, finished productswithout limitation, goods, spare parts, replacement and component parts, and office and other supplies the leasehold interest described on Schedule 1.1
(whether on hand, in-transit or on orderc) (collectively, the "InventoriesReal Property");
(d) all rights business forms, inventory records, operating records, customer lists, telephone numbers, vendor and customer price lists, sales histories in Intellectual Property any form, invoices, financial records, Tax Returns (or copies thereof), tax records (or copies thereof), financial statements, internal reports and other files or documents owned by Seller and or used primarily in the Businessoperation of the Business (the "Records");
(e) all inventions, patents, improvements related to patented or unpatented inventions, trademarks and trade names (whether currently or formerly used, including the GMACS names "Ensign Information Systems," "Horizon 2000" and Universal System Controller"Ensign Software"), service marks, assumed names, trade dress, copyrights, United States, foreign, state and other applications and registrations for and with respect to any of the foregoing and renewals and continuation thereof, in each case with the goodwill symbolized thereby and associated therewith, business information, trade secrets, royalty rights, confidential information, formulas, recipes, processes, techniques, know-how, licenses and other rights to use any of the foregoing, any and all income, royalties, damages, claims and payments now or hereafter receivable with respect to any of the foregoing and all rights, including all rights to ▇▇▇, relating thereto, all licenses, permits, permissions, and authorizations, consents, easements, rights, of way, software, domain names, websites, e-mail address, goodwill, going concern value, and any and all other intangible assets owned by Seller or used in the operation of the Business (the "Intangible Assets");
(f) all rights under revenues of the Business for services performed or products sold after the Effective Date, all Contracts;
expenses prepaid by Seller, warranty rights, accounts receivable for services performed or goods provided after the Effective Date and all other current assets of Seller (gthe "Current Assets"). The Assets shall not include (a) all creditsthe corporation record books and stock records of Seller, prepaid expenses(b) the Tax Returns and tax records of Seller (although copies of such are included in the Assets), deferred charges(c) assets related to any pension or benefit plan of Seller, advance payments(d) cash, security deposits and prepaid items;
(h) all notes savings, checking or other deposits, cash equivalents, securities, investments and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether for services performed or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) goods provided prior to the extent their transfer is permitted by lawEffective Date, all Governmental Approvals, including all applications therefor;
and (k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(od) the Names and Logos personal property described on Schedule 1.1(g) (the "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(bExcluded Assets"). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens].
Appears in 1 contract
Assets. Subject On the Closing Date and pursuant to and upon the terms and subject to the conditions set forth in this Agreement, at the ClosingSellers, Seller jointly and severally, shall sell, assign, transfer, convey, assign convey and deliver to Buyerdeliver, and the Buyer shall purchase purchase, acquire and acquire accept from Sellerthe Sellers, all of the right, title and interest of Seller the Sellers and their Subsidiaries as of the Closing Date in, to and under the following (collectively, the “Assets”) free and clear of all Liens:
(i) all Management Agreements;
(ii) all Franchise Agreements;
(iii) except for the Excluded IP/IT Agreements, all the contracts and agreements relating to Intellectual Property, information technology or services relating thereto used in the Business (collectively, the “Assigned IP/IT Agreements”), including those contracts and agreements set forth on Schedule 2.1(a)(iii);
(iv) all advertising, marketing, promotional and other agreements set forth on Schedule 2.1(a)(iv) (collectively, the “Other Agreements” and, together with the Management Agreements, Franchise Agreements and Assigned IP/IT Agreements, the “Contracts”);
(v) except for the Retained Business IP, all the Intellectual Property which is owned by any of the Sellers or their Subsidiaries and used or held for use in the Business, including, the Trademark registrations and applications, domain names, common law marks, and all other Intellectual Property which are identified on Schedule 2.1(a)(v) (the “Assigned IP”);
(vi) all equipment and other hardware used or held for use in the Business, including the equipment and hardware identified on Schedule 2.1(a)(vi) (the “Assigned Hardware”);
(vii) the Business Records and the Documents, other than those that Sellers are required to retain by Law;
(viii) all customer and Franchisee deposits, security or collateral and the segregated bank accounts for the Central Marketing Fund, the National Sales Fees and Regional Marketing Fees collected in respect of System Hotels, in each case, in the possession of Sellers arising out of the Management Agreements or Franchise Agreements;
(ix) counterclaims, set-offs, recoupment rights or defenses with respect to the properties, assets Assumed Liabilities;
(x) the GDS chain codes set forth on Schedule 2.1(a)(x) and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) material telephone numbers that primarily relate to and are used in the Business as (except for the same may exist on the Closing Date (collectively, the "Assets"Retained Business IP ), including, without limitation,
(a) the Owned Real Property described including those set forth on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"2.1(a)(x);
(bxi) except as provided in Schedule 2.1(b)(vi), all machineryclaims, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories judgments or causes of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences action of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) Sellers to the extent their transfer is permitted by lawrelating to any of the Assets, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, and claims and demands of any nature available to or being pursued by Seller with respect related to the Assets value, condition or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect title to the Assets;
(mxii) all computer hardware and software used exclusively any payments under liquidated damages provisions under any Management Agreement or Franchise Agreement made after the date of this Agreement in favor of the Business, including all rights under licenses and other instruments Sellers in connection with the termination of such Management Agreement or agreements relating theretoFranchise Agreement;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(oxiii) the Names Collective Bargaining Agreements and Logos "Satellite Transmission Systems" alone or the assets of the Saving Plans, to the extent provided in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇Section 6.9(h); and
(pxiv) the cash and the cash equivalents any receivables included in the non-U.S. bank accounts calculation of the Receivables Amount as provided in Section 2.7(b). Subject to set forth on the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensFinal Payment Statement.
Appears in 1 contract
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, assign, convey, transfer, and deliver to Buyer at the Closing, Seller shall selland Buyer hereby agrees to purchase at the Closing, transferfree and clear of all Liens (other than Permitted Liens), conveyall of Seller’s right, assign and deliver to Buyertitle, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, following tangible and intangible assets (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assetsexcept as expressly provided in Section 1.2 hereof) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "“Assets"), including, without limitation,”):
(a) the Owned Real Property described on FCC Licenses and all other licenses, permits, approvals, concessions, franchises, consents, qualifications, registrations, and authorizations, if any, issued by the FAA, any other regulatory agency, or any Governmental Authority that are required or useful in connection with the ownership and operation of the Stations, as are set forth in Schedule 3.18(a1.1(a) hereto, and all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto (collectively, and including the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇FCC Licenses, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility"“Authorizations”);
(b) all machinerythe Transmission Equipment, Transmission Structures, Towers, antenna system, cables, furnishings and fixtures, equipment, electrical devices, machinery, tools, furniture, furnishingscomputers, telecommunications equipment, Central IT Resources, office equipment and supplies, vehicles, toolsinventories of supplies, diestapes, molds including recorded commercials and programming, spare parts, and other tangible assets or personal propertyproperty of every kind and description used or useful primarily in the operation of the Station Business, including that set forth in Schedule 1.1(b) hereto (collectively, the “Tangible Personal Property”), plus such additions thereto and minus such deletions therefrom as are permitted by the provisions of this Agreement;
(c) all inventories Contracts relating to the Stations and Station Business, including, without limitation, those Contracts listed on Schedule 1.1(c) hereto and any additional Contracts relating to the Stations and Station Business executed and delivered, if written, or entered into orally, if oral, by Seller between the date hereof and the Closing Date in the ordinary course of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) business of operating the Stations consistent with past practice (collectively, the "Inventories"“Assumed Contracts”);
(d) all rights in Intellectual Property program and programming materials and elements of whatever form or nature owned by Seller and used primarily in connection with the Stations and Station Business, whether recorded on tape or any other media or intended for live performance, and whether completed or in production, and all call signs or call letters used with respect to the Stations, including “KBAK-TV,” “KBFX-LP” and “KBFX-CA,” and all trade names, trademarks, service marks, copyrights, and patents (registered or unregistered, and including applications and licenses therefor), trade secrets, universal resource locators, Internet domain names and website addresses (including any and all common law rights, applications, registrations, extensions and renewals relating thereto) owned, used or held for use by Seller in connection with the Station Business, as listed and described in Schedule 1.1(d) hereto, and any logograms, jingles, slogans and other intangible personal property associated therewith (“Transferred Intellectual Property”), together with the goodwill associated therewith;
(e) the GMACS Owned Real Property and Universal System Controllerthe Leased Real Property (collectively, the “Real Property”), and the Contracts granting Seller the right of use or occupancy of any portion of the Leased Real Property, or any Contract to which Seller is a party and granting any other Person the right of use or occupancy of any portion of the Owned Real Property, together with any amendments, modifications or supplements thereto (each a “Lease” and collectively, the “Leases”);
(f) all books, files, and records contained in printed or digital documentation or other tangible material relating to the Assets or the operation of the Stations, including proprietary information, schematics, technical information and engineering data, machinery and equipment warranties, surveys, maps, rights under to use telephone numbers, as-built drawings and other drawings, blueprints, plans, engineering data and processes developed or acquired by Seller, programming information, customer lists and files, advertising and programming purchase and sales records and other sales and traffic information, correspondence, advertising records, market data and information relating to the Stations’ markets, files, literature, copies of all title insurance policies and underlying title documents for the Real Property, copies of all environmental reports, copies of the Assumed Contracts, and the FCC required logs, files, and records, including the Stations’ complete public inspection file, but not including any corporate or accounting books or records of Seller which do not relate to the operation of the Stations or the Assets, or which relate to Seller’s past or current income tax returns or liabilities;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemswarranties covering Tangible Personal Property to the extent transferable by the Seller;
(h) all notes advance payments, if any, to Seller by advertisers for advertising that would run on the Stations after the Closing Date and accounts receivable held any other advance payments by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights third parties for services to receive payments from any Person (in all cases, whether be provided by or not billed) and for the benefit of security thereforStations after the Closing Date;
(i) except (i) as set forth in Section 1.2, (ii) for claims relating to Taxes for periods prior to the Closing Date, or (iii) for reimbursement of payments already made by Seller, all Books claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and Recordsrights of indemnification or setoff against third parties and other claims arising out of or relating to the Station Business, the Assets or the Assumed Obligations and all other intangible property rights which primarily relate to the operation of the Stations, the Assets, or the Assumed Obligations;
(j) to the extent their transfer is permitted all security deposits held by law, all Governmental Approvals, including all applications therefor;or on behalf of Seller as lessor under any lease; and
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement balance sheet as of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of wordsDecember 31, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents 2006 included in the non-U.S. bank accounts Financial Statements, with such additions and subtractions thereto as provided in Section 2.7(b). Subject are necessary to the terms reflect acquisitions and conditions hereofdispositions, at the Closingas appropriate, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed made in the first and fourth paragraphs ordinary course of Schedule 3.10 and Permitted Liensbusiness of operating the Stations from December 31, 2006 through the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fisher Communications Inc)
Assets. Subject to and upon For the terms and conditions set forth in purposes of this AgreementAgreement the term “Assets” shall mean, at collectively, the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible assets related to the Mixing Bowl Business as specified in Schedule 3.1 (including goodwilla) and all of the tangible and intangible assets, rights, interests and properties of every kind and nature, by whomever possessed, necessary to conduct the Railcar Business as now conducted at the locations listed on Schedule 3.1 hereto (the “Locations”), whether realincluding, personal or mixedwithout limitation, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than all of the Excluded Assets) that primarily relate to and are used in the Business following as the same may exist on the Closing Date Date:
(collectively, the "Assets")a) all items of inventory, including, without limitation,, all raw materials, work-in-progress and finished goods;
(ab) the Owned Real Property described on Schedule 3.18(aall vehicles, machinery, equipment (including, without limitation, equipment which has previously been fully depreciated, amortized or written-off), furnishings, fixtures and supplies (including, without limitation, fuels, containers, packaging and shipping material, tools and spare parts and other tangible personal property) ;
(c) all right, title and the property leased at interest in all trademark and service m▇▇▇ registrations; and all of the United States and foreign rights with respect to patents, trademarks, trademark rights, service marks, service m▇▇▇▇ rights, copyrights, and trade secrets, shop rights, inventions, know-how, formulae, technical information, unpatented inventions, techniques, discoveries, designs, proprietary rights and non-public information, whether patentable or not, and registrations thereof and applications therefor related to the Businesses, and all of the royalty rights and license rights associated therewith, including those listed on Schedule 3.1(c)(1) hereto, but excluding those patents and trademarks listed on Schedule 3.1(c) (2) hereto for which ACF shall g▇▇▇▇ ▇▇▇▇▇▇ a non-exclusive license (all of the foregoing to be conveyed, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds assigned and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectivelytransferred, the "Inventories"“Rights”);
(d) subject to Section 3.5 hereof, all rights in Intellectual Property owned by Seller licenses, permits, certificates, authorizations, approvals, registrations and used primarily in qualifications necessary for the Businessoperation of the Businesses;
(e) all books of account, records, files, invoices, copies of warehouse receipts, customer lists, supplier lists, designs, drawings, business records and plans, computer print-outs and software, plans and specifications, guarantees, warranties, trade correspondence, production and purchase records, sales or promotional literature, payroll tax, social security and other employee wage and benefit records, operating data and other data or information associated with, used or employed in connection with the GMACS Businesses (all of which are collectively referred to hereinafter as “Books and Universal System ControllerRecords”); provided, however, that ACF shall retain possession of all payroll tax, social security and other employee wage and benefit records for such time as ACF provides ARI with payroll and benefits administration services pursuant to the Administration Agreement between ACF and ARI dated as of the date hereof;
(f) subject to Section 3.5 hereof, all rights under all Contractsof ACF’s right, title and interest in the contracts, leases, agreements and orders included in the Assumed Liabilities (as defined in Section 4.1);
(g) all creditsinterests in and rights to all of the land and other interests in real estate, prepaid expensesbuildings, deferred chargesfacilities, advance paymentsplants and improvements owned or leased, security deposits subleased or otherwise, used in the conduct of the Railcar Business, together with all buildings, fixtures and prepaid itemsappurtenances, all interests therein and rights thereto;
(h) all accounts, notes and accounts receivable held by Seller other receivables (including intercompany and interdivisional accounts receivablewhether current or noncurrent) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security thereforBusinesses;
(i) all Books and Recordsshades of capital stock of ACF’s subsidiary Shippers C▇▇▇ Line, Inc.;
(j) to the extent their transfer is permitted all other tangible or intangible, real, personal or mixed property used by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively ACF in the operation of the Railcar Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Sources: Asset Transfer Agreement (American Railcar Industries, Inc.)
Assets. Subject In reliance on the representations, warranties, covenants and agreements set forth in this Agreement and subject to paragraphs (c) and upon (d) of this Section 1.1 and to the other terms and conditions set forth in of this Agreement, at the ClosingClosing (as hereafter defined), Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, or shall cause to be sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller and Seller's Designee (as hereafter defined), in each case free and clear of all rightliens, charges and encumbrances (except for Permitted Liens (as hereafter defined) and as otherwise expressly permitted by Sections 3.7 and 5.12 hereof), the Business as a going concern together with all of Seller's (or, in the case of certain real property, of Figgie Properties' or Figgie Real Estate's and, in the case of certain Intellectual Property (as hereafter defined), of Figgie Licensing's) rights, title and interest of Seller interests in and to all of the properties, contracts, rights and other assets and rights (of every kind, nature, kind character and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than wherever situated), the Excluded Assets) that use of which is primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,, the following:
(ai) All of the Owned real property owned as of the Closing Date (as hereafter defined) by Seller, Figgie Properties or Figgie Real Estate, the use of which is primarily in the Business (other than the Retained Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b(as hereafter defined)) (the "▇▇▇▇▇▇▇ FacilityProperty")) and any rights of Seller, Figgie Properties or Figgie Real Estate in all facilities, easements, rights of way, licenses, permits and other appurtenances thereunto belonging (in each case, to the extent transferable) and all buildings, facilities, structures, fixtures, leasehold and other improvements located thereon, which Property is listed in Section 1.1(a)(i) of the Seller Disclosure Schedule;
(bii) All of the rights and incidents of ownership as of the Closing Date of Seller, or Figgie Properties, in leases or subleases of real property, the use of which is primarily in the Business (the "Real Property Leases") and any rights of Seller or Figgie Properties in all easements, rights of way, licenses, permits and other appurtenances thereunto belonging (in each case, to the extent transferable) and all buildings, facilities, structures, fixtures, leasehold and other improvements located thereon, which Real Property Leases are listed in Section 1.1(a)(ii) of the Seller Disclosure Schedule;
(iii) All of the rights and incidents of ownership as of the Closing Date of Seller in and to all the leases of personal property, the use of which is primarily in the Business, to the extent transferable, including all assets listed in Section 1.1(a)(iii) of the Seller Disclosure Schedule;
(iv) All machinery, equipment, furnituretools, furnishingsbusiness machines, vehicles, toolsoffice furniture and fixtures, diesoffice equipment, molds and other tangible personal property;
(c) all inventories of computer data processing equipment, office materials, supplies, raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, work-in-transit or on order) (collectivelyprocess and inventory owned as of the Closing Date by Seller, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used use of which is primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating theretoassets listed in Section 3.7(a)(i) of the Seller Disclosure Schedule;
(nv) All rights and incidents of ownership of Seller as of the Closing Date in, to and under all assets reflected on contracts, licenses, leases (other than leases for real property), commitments, purchase orders, Employment Agreements (as hereafter defined) and other agreements (in each case, to the Final Closing Statement extent transferable), the use of Net Assetswhich is primarily in the Business (the "Contracts"), including the Material Contracts (as hereafter defined) listed in Section 1.1(a)(v) of the Seller Disclosure Schedule;
(ovi) All customer and supplier lists of the Names Business;
(vii) All accounts receivable and Logos prepaid expenses of the Business, other than prepaid insurance, as of the Closing Date;
(viii) Subject to Sections 1.1(c)(v) and 2.1 hereof, all domestic and foreign trademarks, service marks, certification marks, collective marks, collective membership marks, copyrights, registrations and applications for registration for any of the foregoing, patents and applications therefor, trade secrets, tradenames, service names, logos, assumed names, all rights of enforcement for past infringement thereof, royalty rights, and licenses thereof and thereto (excluding the Excluded Intellectual Property (as hereafter defined)), owned by Seller or Figgie Licensing as of the Closing Date, that are used primarily in the Business, (collectively, the "Satellite Transmission Systems" alone Intellectual Property"), including that Intellectual Property listed in Section 1.1(a)(viii) of the Seller Disclosure Schedule;
(ix) All of Seller's permits, licenses, approvals, consents and authorizations by any Governmental Entity (as hereafter defined) (collectively, "Permits"), to the extent transferable, that are exclusively used or held for use in any combination the Business as of wordsthe Closing Date;
(x) All of the Division's (as hereafter defined) books and records relating solely to the Division and/or the Business;
(xi) All of the Division's other files, indices, market research studies, surveys, reports, analyses and similar information relating to the Business;
(xii) All of the Shares and the share of common stock of each of the Conveyed Subsidiaries owned by Seller's Designee (collectively, the "Designee Shares");
(xiii) The goodwill of the Business in or any combinationarising from the Assets and the business represented thereby;
(xiv) All other assets listed in Section 1.1(a)(xiv) of the Seller Disclosure Schedule;
(xv) All telephone, variation telex, e-mail, Internet, post office box and other numbers and addresses primarily related to the Business, to the extent transferable;
(xvi) All sales data, brochures, catalogs, literature, forms, mailing lists, art work, photographs and advertising material, in whatever form or derivation of any such name or ▇▇▇▇media, that relate primarily to the Business; and
(pxvii) the cash and the cash equivalents in the non-U.S. bank accounts Except as provided in Section 2.7(b). Subject 1.1(c)(iv) hereof and except as arising from or relating to the terms Retained Liabilities (as hereafter defined), all claims, causes of action, choses in action, rights of recovery and conditions hereofrights of set-off of any kind in favor of Seller and pertaining to, at the Closingor arising out of, the Assets shall be transferred or otherwise conveyed offsetting any Assumed Liabilities (as hereafter defined), to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensextent transferable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Omniquip International Inc)
Assets. Subject On the Closing Date (as hereinafter defined) and subject to and upon the terms and conditions set forth in of this Agreement, at Buyer agrees to purchase and Seller agrees to sell all of the Closingassets, properties, interests and rights of Seller, real and personal, tangible and intangible, owned or leased by Seller shall sellwhich are used or held for use in the business of Seller including, transferbut not limited to, convey, assign and deliver to Buyerall the following: All of the items set forth on Exhibit A attached hereto, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to all of the properties, other assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets")Company, including, without limitation,but not limited to, all of the Company's:
(a) the Owned Real Property described on Schedule 3.18(a) real property, leaseholds and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇subleaseholds therein, Hauppaugeimprovements, New Yorkfixtures and fittings thereon, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")and easements, rights-of-way and other appurtenances thereto;
(b) all tangible personal property (such as machinery, equipment, inventories of materials and supplies, goods or works in process and finished goods, and furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property);
(c) all inventories of raw materialsintellectual property, work in processgoodwill associated therewith, finished products, goods, spare parts, replacement licenses and component partssublicenses granted and obtained with respect thereto, and office rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions including the right to the name "Safe Travel Care" and any other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories")names;
(d) all leases, subleases and rights in Intellectual Property owned by Seller and used primarily in the Businessthereunder;
(e) the GMACS asset value or benefit of the agreements, contracts, indentures, mortgages, instruments, guaranties, and Universal System Controllerother similar arrangements and rights thereunder, set forth on Exhibit B attached hereto (but not including any rights under contracts not being assumed hereunder,(the"Assumed Contracts");
(f) all rights under all Contractsaccounts, notes and other receivables;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid itemssecurities;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notesclaims, bonds and other evidences deposits, prepayments, refunds, cause of indebtedness action, rights of recovery, rights of set off and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security thereforrecoupment;
(i) all Books franchises, approvals, certificates, variances, and Records;similar rights; and
(j) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings and specifications, creative materials, advertising and promotional materials, studies, reports and other printed or written materials; but excluding contracts or agreements to which Seller is a party (other than the extent their transfer is permitted by lawAssumed Contracts set forth on Exhibit B attached hereto), tangible and intangible personal property disposed of or consumed in the ordinary course of business from the date of this Agreement until the Closing Date. The assets conveyed (the "Assets") will include all Governmental Approvals, including all applications therefor;
replacements and additions thereto between the date of this Agreement and the date on which the transactions contemplated hereby are consummated (k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by the "Closing Date"). Seller with respect to agrees that it shall convey the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in liens, encumbrances and debts of any kind except to the first and fourth paragraphs of Schedule 3.10 and Permitted Liensextent expressly assumed by Buyer.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at At the Closing, Seller the Sellers shall sell, transferassign, convey, assign transfer and deliver convey to the Buyer, and the Buyer shall purchase and acquire from Sellerthe Sellers, all of the Sellers' right, title and interest of Seller in the assets, real, personal and to the properties, assets and rights of every nature, kind and descriptionmixed, tangible and intangible (including goodwillthe business of the Stations as a going concern), whether real, personal owned or mixed, whether accrued, contingent or otherwise held by the Sellers and whether now existing or hereinafter acquired (other than the Excluded Assets) that used primarily relate to and are used in the Business as conduct of the same may exist on business and operation of the Stations, including all such property acquired by the Sellers (or the Subsidiaries) between the date hereof and the Closing Date relating to the Acquisition Stations or otherwise (collectively, but excluding the "Assets"Excluded Assets specified in Section 1.3), including, without limitation,but not limited to, the following:
(a) all of the Owned Real Property described on Schedule 3.18(aSellers' rights in and to the licenses, permits and other authorizations issued to the Sellers by any governmental authority and used in the conduct of the business and operation of the Stations (including the Station Licenses), together with any additions thereto (including renewals or modifications of such licenses, permits and authorizations and applications therefor) made between the date hereof and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇Closing Date, Hauppauge, New York, described on Schedule 3.18(b) (and all of the "▇▇▇▇▇▇▇ Facility")Sellers' rights in and to the call letters of the Stations;
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds of the Owned Real Property and other tangible personal propertythe Leases listed on Schedule 7.5;
(c) all inventories of raw materialsequipment, work in processoffice furniture and fixtures, finished productsoffice materials and supplies, goodsinventory, spare parts, replacement motor vehicles and component partsother tangible personal property of every kind and description, owned, leased or held by the Sellers and used in the conduct of the business and operation of the Stations, including the items listed in Schedule 7.6, together with any replacements thereof and additions thereto made between the date hereof and the Closing Date;
(d) subject to the provisions of Article 3 and exclusive of all of the Excluded Contracts, all of the Sellers' rights under and interest in (i) the Contracts listed in Schedule 7.7, (ii) any Contract not required to be listed on Schedule 7.7 but which was entered into in the ordinary course of business of the Stations and is in effect as of the date of this Agreement, (iii) purchase orders for goods and services (including the sale of airtime on the Stations) entered into in the ordinary course of business of the Stations, and office (iv) all Contracts related to the operation of the Stations entered into or assumed by the Sellers between the date hereof and other supplies the Closing Date in accordance with this Agreement (whether on hand, in-transit or on orderincluding Sections 9.1 and 9.13) (collectively, the "InventoriesAssumed Contracts");
(de) all rights in Intellectual Property programs and programming materials of whatever form or nature owned by Seller the Sellers and used primarily in the Business;
(e) the GMACS and Universal System Controllerby any Station;
(f) all of the Sellers' rights under all Contractsin and to the trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos, slogans, and non-governmental licenses, permits and privileges owned or held by the Sellers and used in the conduct of the business and operation of the Stations and listed in Schedule 7.9, together with any additions thereto made between the date hereof and the Closing Date;
(g) all creditsfiles, prepaid expensesrecords, deferred chargesbooks of account, advance paymentscomputer programs and software and logos owned or held by the Sellers relating to the operation of the Stations, security deposits including, without limitation, programming information and prepaid items;studies, technical information and engineering data, news and advertising studies and consultants' reports, ratings reports, marketing and demographic data, promotional materials, budgets, financial reports, and projections, sales, operating and business plans, filings with the FCC and original executed copies, if available, and otherwise true and correct copies of all Assumed Contracts and receivable records, invoices, statements, traffic material, sales correspondence, lists of advertisers and credit and sales reports; and
(h) all notes of the Sellers' rights under manufacturers' and accounts receivable held by Seller vendors' warranties relating to items included in the Assets (including intercompany and interdivisional accounts receivableas defined below) and all notessimilar rights against third parties relating to items included in the Assets, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all casesincluding claims arising under the Pending Purchase Agreements, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights contractually assignable. The assets to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect be transferred to the Assets or Buyer pursuant to this Section 1.2 are hereinafter collectively referred to as the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the "Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems." alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the The Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and (except for Permitted Liens).
Appears in 1 contract
Sources: Asset Purchase Agreement (Citadel Communications Corp)
Assets. Subject to and upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall the Sellers will sell, transfer, conveyassign, assign convey and deliver to the Buyer (or the Buyer’s designee as contemplated by Section 12.10) free and clear of any Liens other than Permitted Liens, and the Buyer shall will accept and purchase and acquire from Sellerthe Sellers, all of the Sellers’ right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date following assets (collectively, the "“Acquired Assets"), including, without limitation,”):
(a) all accounts receivable, trade receivables and equipment note receivables, of or indebtedness owed to, each Seller relating primarily to the Owned Real Property described on Schedule 3.18(a) Acquired Operations, and any claim, remedy or other right relating to the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")foregoing;
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds tooling, supplies, materials, computer hardware, furniture, office equipment, vehicles and other items of tangible personal propertyproperty of every kind owned or leased by each Seller (wherever located and whether or not carried on the Sellers’ books), in each case, relating primarily to the Acquired Operations, together with any express or implied warranty by the manufacturer, sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto;
(c) all inventories and deferred items of raw materialsany Seller relating primarily to the Acquired Operations, wherever located, including all finished goods, work in process, finished products, goodsraw materials, spare parts, replacement parts and component parts, all other materials and office and other supplies (whether on hand, in-transit to be used or on order) (collectively, consumed by the "Inventories")Sellers in the production of finished goods;
(d) all rights in Intellectual Property owned by Government Approvals and all pending applications or renewals therefor of each Seller and used relating primarily in to the BusinessAcquired Operations;
(e) all right, title and interest of each Seller in and to all Intellectual Property and intellectual property licenses owned, used or held for use by each Seller and relating primarily to the GMACS Acquired Operations, including, rights to ▇▇▇ for and Universal System Controllerremedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction and all tangible embodiments thereof (wherever located and whether or not carried on the Sellers’ books);
(f) all rights under Owned Real Property and Leased Real Property and all Contractsother interests in real property of the Sellers relating primarily to the Acquired Operations, in each case together with all buildings, additions, structures, improvements, fixtures and all other attachments or appurtenances thereto, but excluding the real property and related assets described in Section 1.3(d);
(g) all creditsother intangible rights and property of each Seller relating primarily to the Acquired Operations, prepaid expenses, deferred charges, advance payments, security deposits including going concern value and prepaid itemsgoodwill;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) engineering drawings, Intellectual Property, finished goods inventory and all notesunique tooling and dedicated capital equipment used for the manufacture of ▇▇▇▇▇▇’▇ IPH washer-extractor product line, bonds and other evidences of indebtedness of and rights to receive payments from any Person as set forth in Schedule 1.2(h), (in all casescollectively, whether or not billed) and the benefit of security therefor“IPH Product Line”);
(i) all Books sales and Recordspromotional literature and other selling material owned, associated with, used or employed in or by the Sellers and relating primarily to the Acquired Operations;
(j) copies of all Records, invoices, client lists, customer lists, supplier lists, mailing lists and other data owned, associated with, used or employed by each Seller and relating primarily to the Acquired Operations, including research and development reports, production reports, service and warranty records, equipment logs, operating guides and manuals, financial and accounting Records, studies, correspondence and, to the extent their transfer is permitted by lawany Applicable Law, copies of all Governmental Approvals, including all applications thereforpersonnel Records;
(k) all rights of each Seller under all Contracts, sales and purchase orders and production releases relating primarily to causes of actionthe Acquired Assets or the Acquired Operations and under all commitments, lawsuitsquotations, bids, offers and solicitations and all rights and claims (including refunds and demands of any nature available to or being pursued by Seller claims thereto) with respect to the Assets or the all Assumed Liabilities (subject and any confidentiality agreements with third parties relating primarily to Section 1.2(e))the Acquired Operations;
(l) all guaranteesrights of each Seller to deposits, warrantiesprepaid expenses, indemnities claims for refunds and similar rights to offset in favor of Seller with respect thereof relating primarily to the AssetsAcquired Operations;
(m) all computer hardware rights, claims (including refunds (other than rights and software used exclusively in claims of the BusinessSellers to Tax refunds of Income Taxes relating to any Pre-Closing Period) and claims thereto) and causes of action relating primarily to the Acquired Operations, including all rights to indemnification under licenses any Contract pursuant to which any Seller acquired any of the Acquired Assets and other instruments all insurance benefits and rights under any insurance policies of any Seller relating primarily to the Acquired Assets or agreements relating theretothe Acquired Operations, including all insurance benefits arising from or related primarily to the Acquired Operations or Assumed Liabilities prior to Closing;
(n) all assets reflected on renewal rights, rights to contingent commissions, profit-sharing commissions, or other similar commission rights and other similar rights of each Seller relating primarily to the Final Closing Statement of Net AssetsAcquired Operations;
(o) all claims of each Seller against any third party relating primarily to the Names and Logos "Satellite Transmission Systems" alone or in any combination of wordsAcquired Operations, or any combination, variation or derivation of any such name or whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent;
(p) all membership interests in Laundromats LLC, a limited liability company organized under the laws of North Carolina; and
(pq) the cash all other assets, rights and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject claims of every kind and nature, real or personal, tangible or intangible, of each Seller relating primarily to the terms and conditions hereofAcquired Operations, at whether or not similar to the Closingitems specifically set forth above, except for the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensExcluded Assets.
Appears in 1 contract
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in this Agreementherein, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from SellerClosing (as hereinafter defined), all rightof Seller's assets, title and interest of Seller in and to the properties, assets properties and rights of every nature, kind and description, tangible and intangible (including goodwill)description used or useful in connection with the Business, whether tangible or intangible, real, personal or mixed, whether accrued, contingent or otherwise wherever located and whether now existing or hereinafter acquired (other than not recorded on the Excluded Assets) that primarily relate to books and are used in the Business records of Seller, as the same may shall exist on the Closing Date Date, except those identified in Section 1.2 hereof (collectively, the "Assets"), including, without limitation,
: (ai) the Owned Real Property described on Schedule 3.18(a) all inventory, materials, supplies and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) work in process (the "▇▇▇▇▇▇▇ FacilityInventory");
; (bii) all accounts receivable existing as of January 1, 1996, including without limitaton those listed on Exihibit A-1 attached hereto and all past due accounts for the years 1994 and 1995 ("Accounts Receivable"); (iii) all machinery, tools and equipment, furniture, furnishings, including all motor vehicles, toolstrucks and fork lifts ("Machinery and Equipment"); (iv) all furniture and fixtures, dies, molds including trade fixtures and leasehold improvements ("Furniture and Fixtures") and all other tangible personal property;
property relating to the Business; (cv) all inventories of raw materialspatents, work in processtrademarks, finished productscopyrights, goodsservice marks and trade names, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectivelyincluding without limitation, the name of "InventoriesUSA Lights" (the "Intellectual Property");
; (dvi) all trade secrets, processes and know-how, mailing lists, customer lists, vendor lists, telephone numbers, goodwill and proprietary information relating to the Business as a going concern; (vii) all rights in Intellectual Property owned of Seller under all contracts, agreements, understandings, purchase and sales orders, licenses and permits to which Seller is a party or by which Seller or its property is bound, and used primarily in any offers, bids or commitments obligating Seller to enter into any of the Business;
above (ethe "Contracts") the GMACS and Universal System Controller;
which Buyer elects to assume; (fviii) all rights under all Contracts;
licenses, permits, licensing approvals and notifications, governmental or otherwise (g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvalstransferable), including all applications therefor;
(k) state and federal environmental licenses and permits and all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect other intangible assets relating to the Assets or Business; (ix) the Assumed Liabilities sum of $18,000 plus any and all other sums on deposit in the reserve fund maintained at Richfield Bank & Trust (subject to Section 1.2(ethe "Reserve Fund"));
; (lx) any and all guarantees, warranties, indemnities and similar distribution rights in favor of Seller with respect to the Assets;
lamp processing and mercury retorting equipment; (mxi) all computer hardware systems and computer software used exclusively in relating to the Business, including all rights under licenses ; and other instruments or agreements relating thereto;
(nxii) all of those assets reflected set forth on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensExhibit A-1 attached hereto.
Appears in 1 contract
Sources: Asset Purchase Agreement (Mercury Waste Solutions Inc)
Assets. Subject to and upon Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, the Seller shall and, if owned or held by its Affiliates, shall cause its Affiliates to, irrevocably sell, assign, transfer, convey, assign convey and deliver to BuyerBuyer or its Affiliates (as directed by Buyer in writing), and Buyer shall purchase and, if and acquire from Sellerto the extent directed by Buyer, shall cause its Affiliates to, purchase, acquire, assume and accept, free and clear of any and all Liens, all right, title and interest of Seller and its Affiliates in and to the propertiesfollowing assets related to the Cholic Acid Product (the “Assets”):
(i) the Assigned Contracts;
(ii) the Cholic Acid Product Data Assets;
(iii) the Cholic Acid Product IP;
(iv) the Cholic Acid Product Regulatory Assets;
(v) to the extent assignable, assets and all claims, judgments, cases in action or rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than related to the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets")Cholic Acid Product, including, without limitation,for past, present or future infringement of the Cholic Acid Product IP;
(avi) copies of other books, records (including computer records), correspondence (including email communications) of the Owned Real Property described Seller relating to the Cholic Acid Product and/or the Assets;
(vii) to the extent assignable, all representations, warranties, guarantees, indemnities, undertakings, covenants not to compete and covenants not to s▇▇ benefitting the Assets, certificates, covenants, agreements and all security therefor received by the Seller on Schedule 3.18(athe purchase, license or other acquisition of any part of the Assets; and
(viii) to the extent granted, if and when granted (if at all), to Asklepion, any Voucher; and
(ix) all claims or rights related to the property leased at […***…] Matter to be assigned by Seller’s wholly-owned subsidiary, ASK Pharmaceuticals GmbH H▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens▇.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions hereinafter set forth forth, on the "Closing Date" (as defined in this AgreementSECTION 5) and excluding the "Excluded Assets" (as defined in SECTION 1.1.2), at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign and convey to Buyer, all of Seller's right, title and interest of Seller in and to all of the properties, assets and rights properties of Seller (of every nature, kind and description, tangible and intangible (including goodwill)character, whether real, personal or mixed, whether tangible and intangible, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired wherever situated), relating to the operation of the Club's health and fitness business (other than the Excluded Assets"HEALTH/FITNESS BUSINESS") that primarily relate to and are used in the Business catering business, respectively, as the same may shall exist on immediately prior to the Closing Date (collectively, the "Assets")Closing, including, without limitation,, the following:
(a) the Owned Real Property all real property leases described on in Schedule 3.18(a1.1.1
(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) attached hereto (the "▇▇▇▇▇▇▇ FacilityREAL PROPERTY LEASES");
(b) all leases of personal property covering (by way of example and not limitation) machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds furniture and other tangible personal property, which personal property leases are described in Schedule 1.1.1
(b) attached hereto (the "PERSONAL PROPERTY LEASES");
(c) all inventories of raw materialsSeller's right, work in processtitle and interest as ground lessee under that certain Ground Lease dated April 11, finished products1980, goodswith the City of Fullerton, spare parts, replacement and component partsas ground lessor (the "GROUND LEASE"), and office in and to all improvements and fixtures thereon and all easements, rights of way and other supplies rights appurtenant thereto in any way related to the Ground Lease (whether on hand, in-transit or on order) (collectively, the "InventoriesIMPROVEMENTS");
(d) all rights in Intellectual Property furniture, furnishings, equipment, machines, computers, tools, supplies, spare (or replacement) parts and other personal property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.1.1.1
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Sports Club Co Inc)
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used in the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, without limitation,
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ 125 ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "Kenn▇▇▇ ▇▇▇▇▇▇▇ Facilityility");
(b) all machinery, equipment, furniture, furnishings, vehicles, tools, dies, molds and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories");
(d) all rights in Intellectual Property owned by Seller and used primarily in the Business;
(e) the GMACS and Universal System Controller;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or mark; ▇▇▇▇; andd
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liens.
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Assets. Subject to and upon As used herein, the terms and conditions set forth in this Agreement, at the Closing, “Assets” of a Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, mean all right, title and interest of such Seller in and to the assets, properties, assets goodwill and rights of every nature, kind and description, real and personal, tangible and intangible (including goodwill)intangible, whether realwherever situated, personal used or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used held for use in connection with the Business as the same may exist on the Closing Date (collectively, the "Assets"), includingand shall include, without limitation,, the following:
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility")all Cash;
(b) all machineryaccounts receivable;
(c) all credits, equipmentprepayments and similar items;
(d) the entire product line of such Seller, including the products set forth on Schedule 2.2(d) (each a “Product Line” and collectively the “Product Lines”);
(e) all Intellectual Property of such Seller, including the product formulations and batch records and the websites, trade names, logos and marks set forth on Schedule 2.2(e);
(f) all Inventory of the Business;
(g) all packaging, marketing, promotional and educational materials;
(h) all customer lists, mailing lists and price lists, including those set forth on Schedule 2.5(h), and which Seller represents include all customers for the Product Line during the past two years;
(i) the unfilled customer orders (or portions thereof) for items of product within the Product Line of such Seller (collectively, “Products”) set forth on Schedule 2.2(i) (collectively, the “Assumed Customer Purchase Orders”);
(j) the unfilled vendor orders (or portions thereof) for components, raw material, and work-in-process inventory within the Product Line set forth on Schedule 2.2(j) (collectively, the “Assumed Vendor Purchase Orders”);
(k) all Contracts set forth on Schedule 5.14 (including the Nevada Lease and Oregon Lease), except for the Contracts that are also listed on Schedule 2.3(a) (together with the Assumed Customer Purchase Orders and the Assumed Vendor Purchase Orders, the “Assumed Contracts”);
(l) all computer hardware, furniture, furnishings, vehicles, toolsequipment, dies, molds machinery and other tangible personal property;
(c) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether property set forth on hand, in-transit or on order) (collectively, the "Inventories"Schedule 2.2(l);
(dm) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in Intellectual Property owned by Seller and used primarily in the Businesscomplete written Contracts (it being understood that an expired Contract shall not be deemed to be a complete written Contract for purposes of this Section 2.2(m));
(en) the GMACS and Universal System Controllerall security deposits;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(h) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether or not billed) and the benefit of security therefor;
(io) all Books and Records;
(jp) all Permits, other than the Permits listed on Schedule 2.2(p) (the issuance of replacement Permits to the extent their transfer is permitted by law, all Governmental Approvals, including all applications thereforOregon Purchaser are a condition to Closing under Section 8.1(f));
(kq) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets such Person (other than intercompany receivables and other than claims against any Purchasers or the Assumed Liabilities (subject to Section 1.2(e));
(ltheir Affiliates) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(mr) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject subject to the terms and conditions hereofof this Agreement, at including without limitation Section 7.6, any and all of Nevada Seller’s interest in and to the Closing, Nevada Property; and
(s) all goodwill pertaining to the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted LiensBusiness.
Appears in 1 contract
Sources: Asset Purchase Agreement
Assets. Subject to and upon (a) The Assets comprise all of the terms and conditions set forth in this Agreementassets, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind type and description, tangible and intangible (including goodwill), whether real, personal or mixedpersonal, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are mixed used in the Business Business. Except as set forth in Schedule 4.4(a), Jotter has good and marketable title to all of the same may exist Assets (except for those Proprietary Rights, for which Seller has valid and enforceable licenses), free and clear of all mortgages, options, leases, covenants, conditions, agreements, liens, security interests, adverse claims, restrictions, charges, encumbrances or rights of others. There exists no restriction on the use or transfer of any of the Assets. Schedule 4.4 includes, among other things:
(i) all furniture, fixtures, telecommunications and other equipment and other fixed assets of Seller located at the Leased Premises (as hereinafter defined);
(ii) all hardware and software and all databases and database systems used by Seller, whether owned, leased, or licensed by Seller;
(iii) all domain names and rights to their use as held by Seller;
(iv) all trademarks, trademark applications, or service marks, including any existing or pending registrations or applications for registration therefor of Seller;
(v) all patents and applications for patents of Seller;
(vi) all copyrights owned by Seller and all rights of Seller under any copyright laws, together with any copyright registrations and applications for registration therefor;
(vii) all contracts, leases, licenses, agreements, or commitments (oral or written) of Seller, whether fully performed or wholly or partially executory on the Closing Date (collectively, relating to any Proprietary Rights used by Seller in the "Assets"), including, without limitation,Business;
(aviii) all permits of Seller relating to the Owned Real Property described on Schedule 3.18(aoperations of Seller in Canada;
(ix) and all leasehold improvements relating to the leased property leased defined as the leasehold of Seller at ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility(the "Leased Premises");
(x) all supplies and inventory of Seller, whether in possession of Seller, or a third party;
(xi) all of the goodwill and going concern value of Seller; and
(xii) all telephone numbers of Seller.
(b) all machineryExcept as set forth in Schedule 4.4 attached hereto, equipmentthe Assets are in good operating condition and repair, furnitureordinary wear and tear excepted, furnishingsand are satisfactory for the purposes for which such assets are being used in the Business. Seller does not own, vehiclesnor has it since the date of its formation owned, toolsor have any interest in real estate, diesother than its leasehold interest in the Leased Premises. All contracts, molds whether written or oral, to be assigned to Purchaser are in good standing and in full force and effect and there has been and there is no default thereunder by any party thereto. None of the parties to such contracts other tangible personal property;than the Seller have given Seller any reason to believe that it intends to change its business relations with Seller or the Business in any material adverse manner. To the knowledge of Seller, the operations of Seller at the Leased Premises do not violate any applicable material building code, zoning requirement or classification, or pollution control ordinance or statute relating to the property or to such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exemptions.
(c) all inventories To the knowledge of raw materialsSeller, work there are no Hazardous Substances in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on handthe Environment at, in-transit , on, under or around the Leased Premises. Seller has not disposed of, handled, stored, transported or used any Hazardous Substances on order) (collectivelyor about such property except in full compliance with all Legal Requirements. Seller has not disposed of, handled, stored, transported or used any materials at any site being investigated or remediated for contamination or possible contamination of the "Inventories");
(d) all rights in Intellectual Property owned by Environment. Seller and used primarily its predecessor entities have conducted its business in accordance with all Legal Requirements relating to Hazardous Substances. To the Business;
(e) best of Seller's knowledge, there has been no release of Hazardous Substances at, in, on, under or around the GMACS Leased Property. For the purposes of this paragraph, "Environment" shall mean the air, land, water, plant, animal and Universal System Controller;
(f) all rights under all Contracts;
(g) all creditshuman life, prepaid expenses, deferred charges, advance payments, security deposits safety and prepaid items;
(h) all notes health and accounts receivable held by Seller (including intercompany ecological systems and interdivisional accounts receivable) and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person (in all cases, whether part or not billed) and the benefit of security therefor;
(i) all Books and Records;
(j) to the extent their transfer is permitted by law, all Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Assets or the Assumed Liabilities (subject to Section 1.2(e));
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Assets;
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and the cash equivalents in the non-U.S. bank accounts as provided in Section 2.7(b). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only those Liens listed in the first and fourth paragraphs of Schedule 3.10 and Permitted Liensforegoing.
Appears in 1 contract
Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall the Company will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall will purchase and or acquire from Sellerthe Company, all right, title and interest of Seller the Company in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that primarily relate acquired, relating to and are or used or held for use in connection with the Business as the same may exist on the Closing Date (collectively, the "Assets"), including, including without limitation,limitation all those items in the following categories that conform to the definition of the term "Assets":
(a) the Owned Real Property described on Schedule 3.18(a) and the property leased at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Hauppauge, New York, described on Schedule 3.18(b) (the "▇▇▇▇▇▇▇ Facility");
(b) all machinery, equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other tangible personal propertyperson);
(cb) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) (collectively, the "Inventories"), including Inventories held at any location controlled by the Company and Inventories previously purchased and in transit to the Company at such locations;
(c) all computer hardware and software, including programs and databases, whether owned, licensed, leased or internally developed (including without limitation user manuals and, in the case of software owned by the Company, both object code and source code versions), printers, modems and other related equipment;
(d) all rights in Intellectual Property owned by Seller and used primarily to products sold or leased (including, but not limited to, products hereafter returned or repossessed and unpaid sellers' rights of rescission, replevin, reclamation and rights to stoppage in the Businesstransit);
(e) all of the GMACS rights of the Company under all contracts, arrangements, licenses, leases and Universal System Controllerother agreements, including, without limitation, any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise;
(f) all rights under all Contracts;
(g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;
(hg) all notes and accounts receivable held by Seller (including intercompany and interdivisional accounts receivable) the Company and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any Person person held by the Company;
(h) all patents, trademarks, trade names, service marks, trade secrets and other proprietary property and all rights thereunder or in respect thereof primarily relating to or used or held for use in connection with the Business, including, but not limited to, rights to sue ▇▇▇ and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all casestangible emodiments thereof (collectively, whether or not billed) and the benefit of security therefor"Intellectual Property);
(i) all Books books, records, manuals and Recordsother materials (in any form or medium), including, without limitation, all records and materials maintained at the headquarters of the Company, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files;
(j) to the extent their transfer is permitted by law, all the Governmental Approvals, including all applications therefor;
(k) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller the Company with respect to the Assets Business or the Assumed Liabilities (subject to Section 1.2(e))ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise;
(l) all guarantees, warranties, indemnities and similar rights in favor of Seller the Company with respect to the Assets;any Asset; and
(m) all computer hardware and software used exclusively in the Business, including all rights under licenses and other instruments or agreements relating thereto;
(n) all assets reflected on the Final Closing Statement of Net Assets;
(o) the Names and Logos "Satellite Transmission Systems" alone or in any combination of words, or any combination, variation or derivation of any such name or ▇▇▇▇; and
(p) the cash and cash equivalents. Anything to the cash equivalents in contrary herein notwithstanding, the non-U.S. bank accounts as provided in Section 2.7(bAssets shall not include the items set forth on Schedule 1.1 to this Agreement (the "Excluded Assets"). Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to the Buyer free and clear of all Liens liabilities, obligations, liens and encumbrances excepting only those Assumed Liabilities and Liens listed in the first and fourth paragraphs of on Schedule 3.10 and Permitted Liens2.6(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (O2wireless Solutions Inc)