Assets. (a) The assets to be conveyed to Buyer hereunder shall consist ------ of all of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation: (i) 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer; (i) cash or cash equivalents on hand or in banks; (ii) insurance policies and rights and claims thereunder; (iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and (iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing 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. (a) The assets Subject to be conveyed 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 hereunder shall consist ------ purchase and acquire from Seller, all right, title and interest of all of Seller in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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") shall include), 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 of Seller's towers, tower equipment, antennas, aboveground Books 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 SystemRecords;
(iij) to the franchisesextent their transfer is permitted by law, leasesall Governmental Approvals, agreementsincluding all applications therefor;
(k) all rights to causes of action, permitslawsuits, consentsclaims 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 contracts, pole line instruments 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 Systemrelating thereto;
(iiin) all assets reflected on the real property owned and used solely in connection with the SystemFinal Closing Statement of Net Assets;
(ivo) all accounts receivable the Names and Logos "Satellite Transmission Systems" alone or in any combination 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 advertisingwords, or related materials developed by any combination, variation 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees derivation of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officesuch name or ▇▇▇▇; and
(ivp) assets disposed of the cash and the cash equivalents in the normal course 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 business or with all Liens excepting only those Liens listed in the written consent first and fourth paragraphs of Buyer between the date hereof Schedule 3.10 and the Closing DatePermitted 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. (a) The assets Subject to be conveyed the terms and conditions set forth in this Agreement, Seller shall at the Closing sell, transfer, convey, assign and deliver to Buyer hereunder shall consist ------ free and clear of all of Liens, and Buyer shall at the assets Closing purchase and properties of accept from Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's right, title and interest in and to the assets owned on the Closing Date which are used or owned solely described in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets clauses (collectively, a) through (i) below (the "Assets") shall include, without limitation:).
(i) all of Seller's towerstrademarks, tower equipmenttrade names, antennasservice marks, aboveground copyrights, patents, trade secrets, recipes, logos, marketing materials, designs (including all trade dress and underground cablepackaging artwork and logos presently or historically used in promoting the Brands and the physical plates or screens used to make, distribution systemsmanufacture or press the same), headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies, inventory confidential or proprietary information and other physical assets owned intellectual property (regardless of whether registered or pending to be registered with any Governmental Authority) used by Seller solely in connection the Business including those set forth on Schedule 2.1(a), and all goodwill associated with Seller's ownership or operation each of the Systemforegoing (the "Intellectual Property"), and (ii) all Net Names;
(iib) the 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 all finished goods inventories of the SystemBusiness with more than ninety (90) days shelf life remaining as of the Closing Date, regardless of where stored or warehoused, including those set forth on Schedule 2.1(b) (the "Inventory");
(iii) the real property owned and used solely in connection with the System;
(ivc) all accounts receivable lists of Seller arising in connection with the System;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists current 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 past 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 agenciesBusiness, including all reports filed by or those set forth on behalf of Seller with the Federal Communications Commission Schedule 2.1(c) (the "FCCCustomer Lists");
(d) all agreements, contracts, contract rights, understandings, commitments and arrangements of Seller (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 connection with the System Ordinary Course of Business that have not been fulfilled and any Statements of Account paid for as of the System filed by Closing Date identified or summarized on behalf 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 with in and to all authorizations, licenses, permits, variances, exemptions, consents, certificates, approvals and orders necessary to own the united States Copyright Office Assets and to 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 and property interests of any nature which are used in connection with the System; provided howeveroperation of the Business, that Seller shall not transfer including rights to Buyer use existing customer service telephone numbers, and the licenses and -------- ------- agreements for which rights to all of Seller's Uniform Product Codes exclusively used in the consent of a third party is required to transfer Business (the "Additional AgreementsUPC Codes"), including those listed on Schedule 2.1(f) until Seller has obtained (collectively, 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer"Other Intangible Rights");
(ig) cash or cash equivalents on hand or in banks;
(ii) insurance policies any and rights and claims thereunder;
(iii) all claimsrefunds, rights and interest in and to any refunds for Federal, state or local income rebates or other taxes payments, or fees the right to receive any of any nature whatsoever for periods prior the foregoing, related to the Closing Date, including without limitation, fees paid to operation of the United States Copyright OfficeBusiness (the "Refunds"); and
(ivh) assets disposed all goodwill and 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 any File stored on any media regardless of form, including paper files, print-outs, computer disks, magnetic tapes, CD's, and the like. Notwithstanding the foregoing, 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 obligations contained in the normal course of business or with the written consent of Buyer between the date hereof and the Closing DateConfidentiality Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (American Italian Pasta Co), Asset Purchase Agreement (American Italian Pasta Co)
Assets. (a) The assets to be conveyed to Buyer hereunder Except as otherwise expressly set forth in Section 2.3, the Assets shall consist ------ of all include the following assets, properties and rights of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation Sellers as of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all close of Seller's assets owned business on the Closing Date which are used or owned solely (without duplication):
(a) the Facilities;
(b) the Easement Facilities;
(c) all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 2.2(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 connection with Seller's ownership or operation of each case consigned to the System shall pass to Buyer. Such assets Sellers by third parties), in each case located on the Site;
(collectively, f) the "Assets"computer hardware and related equipment set forth on Schedule 2.2(f) shall include, without limitation:(the “Transferred Information Technology Hardware”) and the Transferred Computer Data;
(g) the Real Property;
(h) the Easements;
(i) 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 rights of the SystemSellers under the Assumed Contracts to the extent to be assigned to the Purchaser pursuant to the Assignment and Assumption Agreement;
(iij) the 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 SystemJWWTP Assigned Agreements Interest;
(iiik) the real property owned and used solely in connection with the SystemSeller Intellectual Property;
(ivl) all accounts receivable of Seller arising in connection with the SystemReceivables;
(vm) all engineering recordsdeposits, 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, drawings, blueprints, schematics, mapsplans, reports, lists Assumed Contracts and plans recorded knowledge, including customer, supplier, price and processes owned or developed by or 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 Seller and intended for use in connection with the SystemBusiness previously made available to the Purchaser;
(vip) all promotional graphicsother tangible assets of any kind or description, 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 howeverwherever located, that Seller shall not transfer to Buyer are reflected as property, plant and equipment or spare parts inventory in 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 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 to be transferred to Buyer pursuant to this Agreement.
(b) The following properties arising in the ordinary course of business and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
excluding (i) cash any other asset included in such Financial Statements that is principally used in businesses of the Sellers or cash equivalents on hand or in banks;
their Affiliates other than the Business and (ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and any interest in the JWWTP, the JWWTP Agreements and to any refunds for Federal, state or local income or other taxes or fees the JWWTP Site that the Sellers own as of any nature whatsoever for periods prior the Closing Date and are not conveying to the Purchaser as of the Closing Date, including without limitation, fees paid pursuant to the United States Copyright Office▇▇▇▇ of Sale (JWWTP Facilities), the Assignment (JWWTP Agreements) and the Conveyance (JWWTP Real Property); and
(ivq) assets disposed all interests of the Sellers in the normal course of business or with ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Subdivision Site as shown on the written consent of Buyer between the date hereof and the Closing Datemap attached as Annex I to Schedule 4.4(a).
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 set forth in this Agreement, at the Closing, Seller will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase or acquire from Seller, all right, title and interest of Seller in and to (ai) The the fixed assets to be conveyed to Buyer hereunder shall consist ------ of all of listed on schedule 1.1 (the “Fixed Assets”) and (ii) the intangible assets and properties of Seller(including goodwill) listed on Schedule 1.1 (the “Intangible Assets”), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired primarily relating to or used by Seller solely or held for use in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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") shall include), without limitationincluding all those items described below, as further set forth on Schedule 1.1:
(ia) all of Seller's towersmachinery, tower equipment, antennasfurniture, aboveground furnishings, tools, dies, molds and underground cableparts and similar property (including, distribution systemsbut not limited to, 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 any of the Systemforegoing purchased subject to any conditional sales or title retention agreement in favor of any other Person);
(iib) the franchisesall inventories of raw materials, leaseswork in process, agreementsfinished products, permitsgoods, consentsspare parts, licenses replacement and component parts, and office and other contractssupplies (collectively, pole line or joint pole agreementsthe "Inventories"), underground conduit agreementsincluding Inventories held at any location controlled by Seller, agreements for the reception or transmission of signals by microwave, easements, rights-of-way Inventories previously purchased and construction permits, if any, and any other obligations and agreements between in transit to Seller and suppliers and customers, which are owned or used by Seller solely in connection with Seller's ownership and operation of the Systemat such locations;
(iii) the real property owned and used solely in connection with the System;
(ivc) all accounts receivable of Seller arising Intellectual Property and all rights thereunder or in connection with the System;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned respect thereof primarily relating to or developed by used or for Seller and intended held for use in connection with the SystemBusiness, 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");
(vid) all promotional graphicsbooks, original art workrecords, matsfiles, plates, negatives manuals and other advertisingmaterials (in any form or medium), or 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 disclosures, accounting records, and other files, related materials developed to the Assets; CONFIDENTIAL (11.10.06) Page 1 of 34 BUYER: ___ SELLER: ___
(e) to the extent their transfer is permitted by or for Seller and intended for use in connection with the Systemlaw, all Governmental Approvals (including but not limited to Seller’s manufacturing ISO certifications), including all applications therefor;
(viif) all rights to causes of Seller's correspondence filesaction, listslawsuits, records judgments, claims and reports concerning customers demands of any nature available to or being pursued by Seller with respect to the Business or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise;
(g) all guarantees, warranties, indemnities 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 behalf similar rights in favor of Seller with the Federal Communications Commission (the "FCC") in connection with the System and respect to 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.Asset;
(bh) The following properties Seller’s permission for, cooperation with, and assets relating to the System support of Buyer’s hiring and its business operations shall be retained by Seller employing Seller’s organized, ISO-certified workforce consisting of Seller’s former and shall not be sold, assigned or transferred to Buyer;current Employees; and
(i) cash Henvil Corp.’s assignable right to all or cash equivalents on hand or in banks;
any portion of the commercial space leased by Henvil Corp. from L&M COCO Construction Ltd. (ii“Landlord”) insurance policies and rights and claims thereunder;
being approximately 4,375 square feet municipally located at 3▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior “Lease”); Subject to the Closing Dateterms and conditions hereof, including without limitationat the Closing, fees paid the Assets shall be transferred or otherwise conveyed to the United States Copyright Office; and
(iv) assets disposed Buyer free and clear of in the normal course of business or with the written consent of Buyer between the date hereof all liabilities, obligations, liens and the Closing Dateencumbrances excepting only Assumed Liabilities, Liens listed on Schedule 3.1.11, and Permitted Liens.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Bovie Medical Corp), Asset Purchase Agreement (Bovie Medical Corp)
Assets. (a) The assets to be conveyed to Buyer hereunder shall consist ------ of all of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Jones Intercable Inc), Purchase and Sale Agreement (Cable Tv Fund 12-C LTD)
Assets. (a) The assets Subject to be conveyed and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer hereunder shall consist ------ purchase and acquire from Seller, all right, title and interest of all Seller in and to the properties, assets, contracts and rights of the assets every nature, kind and properties of Sellerdescription, tangible and intangible, whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangibleotherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that relate primarily to, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of primarily in, the SystemBusiness, except those items excluded pursuant to subparagraph 2(band the Business (and the goodwill associated therewith) hereof, but including all additions made to the Closing Date, to the end that 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") shall include), including, without limitation:,
(a) all of the Fixed Assets, Intellectual Property and Contracts;
(b) all notes and accounts receivable (except as set forth in Section 1.2(h) hereof) of the Business, including intercompany notes and accounts receivable other than corporate-level intercompany receivables from Seller;
(c) all inventories of raw material, work in process, finished products, goods, spare parts, replacement and component parts and office and other supplies of the Business (the "Inventories");
(d) all of the other assets that are reflected on the April 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;
(e) all of the Books and Records;
(f) 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;
(h) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller in connection with the Assets or the Assumed Liabilities;
(i) all guarantees, warranties, indemnities and similar rights in favor 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeAssets; and
(ivj) assets disposed of all computer hardware and software used primarily in the normal course of business Business, including all rights under licenses and other instruments or with the written consent of Buyer between the date hereof and the Closing Dateagreements relating thereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Comtech Telecommunications Corp /De/), Asset Purchase Agreement (Adaptive Broadband Corp)
Assets. (a) The assets to be conveyed to Buyer hereunder Except as otherwise expressly set forth in Section 2.3, the Assets shall consist ------ of all include the following assets, properties and rights of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation Sellers as of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all close of Seller's assets owned business on the Closing Date which are used or owned solely (without duplication):
(a) the Facilities;
(b) the Easement Facilities;
(c) all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 2.2(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 connection with Seller's ownership or operation of each case consigned to the System shall pass to Buyer. Such assets Sellers by third parties), in each case located on the Site;
(collectively, f) the "Assets"computer hardware and related equipment set forth on Schedule 2.2(f) shall include, without limitation:(the “Transferred Information Technology Hardware”) and the Transferred Computer Data;
(g) the Real Property;
(h) the Easements;
(i) 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 rights of the SystemSellers under the Assumed Contracts to the extent to be assigned to the Purchaser pursuant to the Assignment and Assumption Agreement;
(iij) the 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 SystemJWWTP Assigned Agreements Interest;
(iiik) the real property owned and used solely in connection with the SystemSeller Intellectual Property;
(ivl) all accounts receivable of Seller arising in connection with the SystemReceivables;
(vm) all engineering recordsdeposits, 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, drawings, blueprints, schematics, mapsplans, reports, lists Assumed Contracts and plans recorded knowledge, including customer, supplier, price and processes owned or developed by or 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 Seller and intended for use in connection with the SystemBusiness previously made available to the Purchaser;
(vip) all promotional graphicsother tangible assets of any kind or description, 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 howeverwherever located, that Seller shall not transfer to Buyer are reflected as property, plant and equipment or spare parts inventory in 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 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 to be transferred to Buyer pursuant to this Agreement.
(b) The following properties arising in the ordinary course of business and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
excluding (i) cash any other asset included in such Financial Statements that is principally used in businesses of the Sellers or cash equivalents on hand or in banks;
their Affiliates other than the Business and (ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and any interest in the JWWTP, the JWWTP Agreements and to any refunds for Federal, state or local income or other taxes or fees the JWWTP Site that the Sellers own as of any nature whatsoever for periods prior the Closing Date and are not conveying to the Purchaser as of the Closing Date, including without limitation, fees paid pursuant to the United States Copyright OfficeBil▇ ▇▇ Sale (JWWTP Facilities), the Assignment (JWWTP Agreements) and the Conveyance (JWWTP Real Property); and
(ivq) assets disposed all interests of the Sellers in the normal course of business or with Rac▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇bdivision Site as shown on the written consent of Buyer between the date hereof and the Closing Datemap attached as Annex I to Schedule 4.4(a).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Assets. In reliance on the representations, warranties, covenants and agreements set forth in this Agreement and subject to paragraphs (ac) The assets and (d) of this Section 1.1 and to the other terms and conditions of this Agreement, at the Closing (as hereafter defined), Seller shall sell, convey, assign, transfer and deliver to Buyer, or shall cause to be conveyed sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer hereunder shall consist ------ purchase, acquire and accept from Seller and Seller's Designee (as hereafter defined), in each case free and clear of all liens, 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 interests in and to all of the properties, contracts, rights and other assets (of every kind, nature, character and properties of Sellerdescription, whether real, personalpersonal or mixed, whether tangible or intangible, of whatever description whether accrued, contingent or otherwise and wherever locatedsituated), now the use of which is primarily in the Business (the "Assets"), including, without limitation, the following:
(i) All of the real property owned as of the Closing Date (as hereafter defined) by Seller, Figgie Properties or used Figgie Real Estate, the use of which is primarily in the Business (other than the Retained Property (as hereafter defined)) (the "Property") 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;
(ii) 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, tools, business machines, vehicles, office furniture and fixtures, office equipment, computer data processing equipment, office materials, supplies, raw materials, work-in-process and inventory owned as of the Closing Date by Seller, the use of which is primarily in the Business, including all assets listed in Section 3.7(a)(i) of the Seller Disclosure Schedule;
(v) All rights and incidents of ownership of Seller as of the Closing Date in, to and under all 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 extent transferable), the use of which 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;
(vi) All customer and supplier lists of the Business;
(vii) All accounts receivable and 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 solely in connection with Seller's ownership or operation Figgie Licensing as of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely primarily in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Business, (collectively, the "AssetsIntellectual Property"), including that Intellectual Property listed in Section 1.1(a)(viii) shall include, without limitation:of the Seller Disclosure Schedule;
(iix) all All of Seller's towerspermits, tower equipmentlicenses, antennasapprovals, aboveground consents and underground cableauthorizations by any Governmental Entity (as hereafter defined) (collectively, distribution systems"Permits"), headend amplifiersto the extent transferable, 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 that are exclusively used or used by Seller solely held for use in connection with Seller's ownership or operation the Business as of the SystemClosing Date;
(iix) the 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 All of the SystemDivision's (as hereafter defined) books and records relating solely to the Division and/or the Business;
(iiixi) All of the real property owned Division's other files, indices, market research studies, surveys, reports, analyses and used solely in connection with similar information relating to the SystemBusiness;
(ivxii) all accounts receivable All of Seller arising in connection with the SystemShares and the share of common stock of each of the Conveyed Subsidiaries owned by Seller's Designee (collectively, the "Designee Shares");
(vxiii) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists The goodwill of the Business in or arising from the Assets and plans and processes owned or developed by or for Seller and intended for use in connection with the Systembusiness represented thereby;
(vixiv) all promotional graphicsAll other assets listed in Section 1.1(a)(xiv) of the Seller Disclosure Schedule;
(xv) All telephone, original 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, matsphotographs and advertising material, plates, negatives and other advertising, in whatever form 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 howevermedia, 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) The following properties and assets relating relate primarily to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeBusiness; and
(ivxvii) assets disposed of Except as provided in the normal course of business or with the written consent of Buyer between the date Section 1.1(c)(iv) hereof and except as arising from or relating to the Closing DateRetained Liabilities (as hereafter defined), all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind in favor of Seller and pertaining to, or arising out of, the Assets or offsetting any Assumed Liabilities (as hereafter defined), to the extent transferable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Omniquip International Inc)
Assets. (a) The assets assets, properties and business of Seller to be conveyed sold, conveyed, transferred and delivered by Seller to Buyer hereunder shall consist ------ of 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, on the Closing Date (as hereinafter defined), Seller will sell, convey, transfer and deliver to Buyer, and Buyer will purchase from Seller, with the exceptions described below, all of the tangible and intangible assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description as the same shall exist on the Closing Date and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of including without limitation (x) the System, except those items excluded pursuant to subparagraph 2(bAssets identified on Schedule 1.01(a) hereof, but including all additions made to attached hereto and (y) the Closing Date, to the end that 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") shall include, without limitationAssets described below:
(i) all tangible personal property 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 Systemexcept as set forth on Schedule 1.01(a)(i) attached hereto;
(ii) the franchisesall intellectual property of Seller, 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 Systemexcept as set forth on Schedule 1.01(a)(ii) attached hereto;
(iii) the real property owned all inventory, including supplies, raw materials and used solely work in connection with the Systemprocess and finished goods;
(iv) all accounts receivable of Seller arising in connection with the Systemreceivable;
(v) all engineering recordsof Seller’s customer relationships, files, data, drawings, blueprints, schematics, maps, reports, lists outstanding customer orders and plans goodwill and processes owned or developed by or for Seller Seller’s right to own and intended for use in connection with the Systemoperate its Business;
(vi) all promotional graphicsrights in the corporate name, original art work, mats, plates, negatives trademark and other advertising, or related materials developed by or for Seller trade name “American Power Group” and intended for use in connection with to the Systemgoodwill represented thereby and pertaining thereto;
(vii) all of Seller's correspondence ’s licenses, permits, approvals and 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, listsdocuments, papers, agreements, books of account and other records and reports concerning customers and prospective customers of pertaining to the Systems, concerning television stations whose transmissions Assets or the Business which 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 behalf of Seller with the Federal Communications Commission (the "FCC") used in connection with the System and any Statements of Account of Assets or the System filed by or on behalf of Seller with the united States Copyright Office in connection with the System; provided howeverBusiness, 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) The following properties and assets including records relating to the System current employees of Seller, client and its business operations shall be retained by Seller customer lists and shall not be soldrecords, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies financial records, and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Dateaccounting records.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenman Technologies Inc)
Assets. (a) The assets On the terms and subject to be conveyed the conditions of this Agreement, Benedek and BLC shall sell, transfer, convey, assign and deliver to Buyer hereunder Purchaser, and Purchaser shall consist ------ of all of the assets acquire and properties of Selleraccept from Benedek and BLC, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to on the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are right, title and interest of Benedek and BLC in and to all assets, properties and rights of Benedek and BLC used or owned solely in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets (collectively, the "Assets") shall include, without limitation:
(i) 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 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 held for use in connection with the System;operation of the Stations or located on or at the Real Property, of every nature, kind and description, wherever located, tangible and intangible, real, personal and mixed (excluding only the Excluded Assets as specified in Section 2.2 below) as the same shall exist at and as of the Closing Date (the "Assets"), including, without limitation, the following:
(vi) 2.1.1 all promotional graphicsrights in and to the licenses, original art work, mats, plates, negatives permits and other advertising, authorizations issued to Benedek or related materials developed BLC by any governmental authority and held by Benedek or for Seller BLC and used or intended for use exclusively in connection with the System;
(vii) all of Seller's correspondence files, lists, records and reports concerning customers and prospective customers conduct of the Systems, concerning television stations whose transmissions are or may be carried as part business and operation of the Systems and concerning all dealings with federal, state, and local regulatory agenciesStations, including all reports filed by or the FCC Licenses listed on behalf of Seller with the Federal Communications Commission (the "FCC") in connection with the System and any Statements of Account Schedule 8.4 of the System filed by Disclosure Schedule, together with any renewals, extensions 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 modifications thereof 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer additions thereto between the date hereof and the Closing Date, the goodwill and other intangible personal property associated with or related to each Station or the operation thereof, the business of each Station as a going concern, and all of Benedek's and BLC's rights in and to the call letters of each Station;
2.1.2 all land, leaseholds and other interests of every kind and description in real property, buildings, towers and antennae, and fixtures and improvements thereon owned by Benedek as of the date hereof and used or held for use in connection with the operation of the Stations, including, without limitation, those shown on Schedule 7.9 of the Disclosure Schedule, and any additions, improvements, replacements and alterations thereto made between the date hereof and the Closing Date;
2.1.3 all equipment, cameras, transmitters, antennae, office furniture and fixtures, office materials and supplies, tools, inventory, spare parts, and other tangible personal property of every kind and description, owned by Benedek and used or held for use in connection with the operation of the Stations or located on or at the Real Property, including the property listed on Schedule 7.10 of the Disclosure Schedule, together with, to the extent permitted by this Agreement, any replacements thereof and additions thereto made between the date hereof and the Closing Date, and less any retirements or dispositions thereof made between the date hereof and the Closing Date which are permitted by this Agreement;
2.1.4 all leases, contracts, licenses, purchase orders, sales orders, commitments and other agreements exclusively relating to the business and operation of each Station to which Benedek or BLC is a party or in which Benedek or BLC has rights, listed on Schedule 7.8 of the Disclosure Schedule, or not required by Section 7.8 hereof to be set forth on Schedule 7.8 of the Disclosure Schedule, and those leases, contracts, licenses, purchase orders, sales orders, commitments and other agreements relating to the business and operation of each Station entered into by Benedek or BLC between the date hereof and the Closing Date in accordance with Section 10.2 hereof, except for those that expire by their terms or are cancelled between the date hereof and the Closing Date;
2.1.5 all orders and agreements now existing, or entered into in the ordinary course of business between the date hereof and the Closing Date, for the sale of advertising time on each Station except those which on the Closing Date have already been filled or cancelled in accordance with Section 10.2 hereof or have expired;
2.1.6 all programs and programming materials and elements of whatever form or nature as of the date hereof and used or held for use in connection with the operation of the Stations, whether recorded on tape or any other substance or intended for live performance, and whether completed or in production, and all related common-law and statutory copyrights owned by or licensed to Benedek or BLC and used or held for use in connection with the operation of the Stations, together with all such programs, materials, elements and copyrights acquired by Benedek or BLC in connection with the business and operations of the Stations between the date hereof and the Closing Date, except those that expire or are cancelled in accordance with Section 10.2 hereof between the date hereof and the Closing Date;
2.1.7 all rights of Benedek or BLC in and to Proprietary Rights and all licenses and other agreements relating thereto and used exclusively in connection with the business and operation of the Stations, including those listed on Schedule 7.11 of the Disclosure Schedule;
2.1.8 all causes of action, judgments, claims, demands and other rights of Benedek or BLC of every kind or nature to the extent the same relate to the business and operation of the Stations except to the extent that such causes of action, judgments, claims, demands or other rights relate to the Excluded Assets, the Excluded Liabilities or the Excluded Contracts;
2.1.9 all rights of Benedek relating to or arising out of or under express or implied warranties from suppliers with respect to the tangible property included in the Assets;
2.1.10 all prepaid film and programming expenses and all barter receivables arising in connection with Tradeout Agreements now existing or hereafter entered into in the ordinary course of business (it being understood that the consideration being paid by Purchaser includes consideration for the contracts and commitments of Benedek relating to motion pictures and other programming and for barter receivables arising in connection with Tradeout Agreements of the Stations and that no further consideration shall be due to Benedek and no proration shall be due in respect thereof);
2.1.11 all books and records, including, but not limited to, correspondence, employment records, production records, accounting records, property records, filings with the FCC, mailing lists, customer and vendor lists and other records and files of or relating to the Assets, other than the Excluded Records; provided, however, that such books and records shall be maintained in existence for a period of six years following the Closing Date and shall be made available for inspection and duplication by Benedek or BLC, at its expense, upon reasonable notice during normal business hours;
2.1.12 all outstanding accounts receivable of Benedek as of the Closing Date attributable to any of the Stations, including without limitation amounts due from advertisers, amounts due as network compensation, and amounts due in respect of copyright royalties;
2.1.13 cash on hand at each Station as of the Closing Date, which amount will not be less than $100,000 for each Station;
2.1.14 any and all prepaid expenses, advances or deposits made by Benedek on behalf of the Stations;
2.1.15 any refunds of local or other taxes, including, without limitation, property or sales taxes, or other taxes of any kind or description with respect to each Station which relate to periods prior to and including the Closing Date (excluding local or other taxes based on income);
2.1.16 refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies applicable to each Station following the Closing and all rights for reimbursement under any such insurance policies of costs incurred by Benedek prior to the Closing; and
2.1.17 those other assets, properties and rights described on Schedule 2.1 of the Disclosure Schedule.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)
Assets. (a) The assets Subject to be conveyed the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, and deliver to Buyer, and Buyer hereunder shall consist ------ of all of the assets and properties of purchase from Seller, whether realall right, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights title and interest in and to all assets owned by Seller or used in the operation of the Business other than the Excluded Assets (the "Assets"), including, without limitation, the following:
(a) all tangible personal property owned by Seller or used in the operation of the Business, including without limitation all computer hardware, equipment, furniture and property listed on Schedule 1.1
(a) (the "Tangible Assets");
(b) all contracts, leases, licenses, and other agreements, whether oral or written, listed on Schedule 1.1(b) --------------- (the "Contracts"); ---------
(c) all real property owned by Seller or used in the operation of the Business, including, without limitation, the leasehold interest described on Schedule 1.1
(c) (the "Real Property");
(d) all business forms, inventory records, operating records, customer lists, telephone numbers, vendor and customer price lists, sales histories in any refunds for Federalform, 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 or used in the operation 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 names "Ensign Information Systems," "Horizon 2000" and "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 local income 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 revenues of the Business for services performed or products sold after the Effective Date, all 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 (the "Current Assets"). The Assets shall not include (a) the corporation record books and stock records of Seller, (b) the Tax Returns and tax records of Seller (although copies of such are included in the Assets), (c) assets related to any pension or benefit plan of Seller, (d) cash, savings, checking or other taxes deposits, cash equivalents, securities, investments and accounts receivable for services performed or fees of any nature whatsoever for periods goods provided prior to the Closing Effective Date, including without limitation, fees paid to and (d) the United States Copyright Office; and
personal property described on Schedule 1.1(g) (iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date"Excluded Assets")].
Appears in 1 contract
Assets. (a) The assets Upon the terms and subject to be conveyed the conditions set forth in this Agreement, Seller hereby agrees to sell, assign, convey, transfer, and deliver to Buyer hereunder shall consist ------ at the Closing, and Buyer hereby agrees to purchase at the Closing, free and clear of all of the assets and properties of SellerLiens (other than Permitted Liens), whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's ’s right, title, and interest in and to the following tangible and intangible assets owned on the Closing Date which are used or owned solely (except as expressly provided in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Section 1.2 hereof) (collectively, the "“Assets") shall include, without limitation:”):
(i) 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;
(iia) the franchises, leases, agreementsFCC Licenses and all other licenses, permits, approvals, concessions, franchises, consents, licenses qualifications, registrations, 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 permitsauthorizations, if any, and issued by the FAA, any other obligations and agreements between Seller and suppliers and customersregulatory agency, which or any Governmental Authority that are owned required or used by Seller solely useful in connection with Seller's the ownership and operation of the SystemStations, as are set forth in Schedule 1.1(a) hereto, and all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto (collectively, and including the FCC Licenses, the “Authorizations”);
(iiib) the real Transmission Equipment, Transmission Structures, Towers, antenna system, cables, furnishings and fixtures, equipment, electrical devices, machinery, tools, furniture, computers, telecommunications equipment, Central IT Resources, office equipment and supplies, vehicles, inventories of supplies, tapes, including recorded commercials and programming, spare parts, and other tangible assets or personal property 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 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 business of operating the Stations consistent with past practice (collectively, the “Assumed Contracts”);
(d) all program and programming materials and elements of whatever form or nature owned by Seller and used solely in connection with the System;
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 (ivregistered 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) all accounts receivable of owned, used or held for use by Seller arising in connection with the SystemStation 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;
(ve) the Owned Real Property and the 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 engineering recordsbooks, 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 to use telephone numbers, as-built drawings and other drawings, blueprints, schematicsplans, mapsengineering 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, lists copies of the Assumed Contracts, and plans the FCC required logs, files, and processes owned records, including the Stations’ complete public inspection file, but not including any corporate or developed 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) warranties covering Tangible Personal Property to the extent transferable by the Seller;
(h) all advance payments, if any, to Seller by advertisers for advertising that would run on the Stations after the Closing Date and any other advance payments by third parties for services to be provided 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 Stations after 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to BuyerClosing Date;
(i) cash or cash equivalents on hand or except (i) as set forth in banks;
Section 1.2, (ii) insurance policies and rights and for claims thereunder;
(iii) all claims, rights and interest in and relating to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever Taxes for periods prior to the Closing Date, including without limitationor (iii) for reimbursement of payments already made by Seller, fees paid all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff against third parties and other claims arising out of or relating to the United States Copyright OfficeStation 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) all security deposits held by or on behalf of Seller as lessor under any lease; and
(ivk) all other assets disposed reflected on the balance sheet as of December 31, 2006 included in the normal Financial Statements, with such additions and subtractions thereto as are necessary to reflect acquisitions and dispositions, as appropriate, made in the ordinary course of business or with of operating the written consent of Buyer between the date hereof and Stations from December 31, 2006 through the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fisher Communications Inc)
Assets. (a) The assets to be conveyed to Buyer hereunder shall consist ------ Except as otherwise expressly set forth in Section 1.3 hereof, the Assets include the following assets, properties and rights of all Seller as of the assets date hereof:
(1) except for the License Rights as defined in Section 1.3(a) hereof, all intangible rights relating to the Business, including, without limitation, copyrights, know-how, proprietary processes and properties formulas, technical documentation, computer software (in both source code and object code form), trade secrets, trademarks, trade names and goodwill, and all rights thereto and applications and registrations therefor (in the United States and in foreign countries); including, without limitation, the rights listed in Schedule 1.2(a);
(2) all furniture, fixtures, machinery, equipment (including, without limitation, computer hardware and software), tools, dies, molds, parts, vehicles, office supplies and other tangible property, whether or not carried on the books of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall includeincluding, without limitation:
(i) 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 Systemthose which are set forth on Schedule 1.2(b);
(ii3) the franchisesall right, leases, agreements, permits, consents, licenses title and other contracts, pole line interest of Seller in those contracts (written or joint pole agreements, underground conduit agreementsoral), agreements or other instruments with suppliers or customers (including the right to supply products or perform services for the reception or transmission of signals by microwavecustomers that are not currently performed pursuant to contracts), easements, rights-of-way and construction permits, if any, and any other obligations and agreements between Seller and suppliers and customersothers and all leases of real and personal property, including, without limitation, those which are owned or used by Seller solely in connection with Seller's ownership and operation of the Systemset forth on Schedule 1.2(c) ("Assumed Contracts");
(iii4) the real property owned all inventories, including finished products, work-in-process, raw materials, spare parts, stores and used solely in connection with the Systemsupplies, and other inventory items;
(iv5) all accounts receivable receivable, notes receivable, letters of credit (and all rights to the proceeds thereof), deposits, advances, prepaid expenses and credits of Seller arising in connection with related to the SystemBusiness, including all accounting records of Seller, credit files, notes, guarantees and collateral relating thereto;
(v6) all engineering recordscash, cash equivalents, bank accounts and deposits and marketable securities, including ▇▇▇▇▇ cash and cash deposits on existence on the date hereof;
(7) all guarantees, warranties, indemnities and similar rights in favor of Seller;
(8) all governmental permits, licenses of any kind or similar rights relating to the Business to the extent transferrable;
(9) all current and historical information, files, datacorrespondence and other records related to the Business, drawingsincluding, blueprintswithout limitation, schematics, maps, reportsall marketing information and databases, lists of current and plans potential customers, supplier and processes owned or developed by or for Seller distributor lists, bid and intended for use in connection with the Systemquote information, and personnel records;
(vi10) all promotional graphicscasualty, original art work, mats, plates, negatives and liability or other advertising, or related materials developed by or for Seller and intended for use in connection with the System;
(vii) all policies 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 insurance maintained by or on behalf of Seller and rights thereunder and all rights under self-insurance programs maintained or established with respect to the Federal Communications Commission (the "FCC") in connection with the System and any Statements of Account of the System filed by Business, except for insurance plans, programs 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) The following properties and assets proceeds relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned Excluded Assets or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeExcluded Liabilities as defined herein; and
(iv11) all other tangible and intangible assets disposed of in any kind or description, wherever located, that are carried on the normal course books of business Seller or with which are owned by Seller and relate to the written consent of Buyer between the date hereof and the Closing DateBusiness.
Appears in 1 contract
Assets. All assets and all properties and rights of the Seller including but not limited to (a) The office equipment, machinery, apparatus, and furniture; (b) all permits, licenses and other rights under federal, state or local laws relating to the Assets and the Seller; (c) all intangible assets including, trademarks, trade names, technology, know-how, data, copyrights, assumed names, service marks, telephone numbers, post office box addresses, licenses, covenants by others not to be conveyed to Buyer hereunder shall consist ------ of all compete, rights and privileges used in the conduct of the assets Seller and properties of Sellerrights to recover from infringement thereon, whether real, personal, tangible express or intangible, of whatever description implied; (d) goodwill and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation going concern value of the System, except those items excluded pursuant to subparagraph 2(bSeller; (e) hereof, but including all additions made to the Closing Daterights in, to the end that and under contracts and agreements, including privileges, deposits, claims, causes of actions and options pertaining thereto; (f) all of Seller's assets owned on the Closing Date which are used or owned solely in connection with Seller's ownership or operation computers, programs and office supplies; (g) all orders; (h) all accounts receivable and other rights of the System shall pass Seller to Buyer. Such assets (collectivelypayment for goods sold or for services rendered, together with all documents representing the "Assets") shall include, without limitation:
foregoing; (i) all of the books, records, papers and documents, including diagrams, accounting and financial records, advertising materials, mailing lists, credit reports, sales records and customer lists and other customer data and supplier; (j) prepaid expenses; (k), cash and cash equivalents in the minimum amount of Twenty Thousand Dollars ($20,000) and all other current assets on hand as of the Closing Date; (l) all Seller's towersrights to the name, tower equipment"WebWay" and any variations or similar names used in the Business; (m) all rights, antennasprivileges, aboveground claims, causes of action and underground cableoptions relating or pertaining to the Business or the Assets; (n) the TV Data Receivable, distribution systemsif the same is not paid in full prior to the Closing and (o) all other and additional privileges, headend amplifiersrights, line amplifiersinterest, earth satellite receive stations properties 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 franchises, leases, agreements, permits, consents, licenses Seller of every kind and other contracts, pole line description and wherever located that are used 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 advertisingwith, or related materials developed by or for Seller and intended for use in connection with that are necessary to the System;
(vii) all of Seller's correspondence files, lists, records and reports concerning customers and prospective customers continued conduct of the SystemsBusiness as presently being conducted, concerning television stations whose transmissions are or may be carried as part of by the Systems and concerning all dealings with federal, state, and local regulatory agencies, including all reports filed by or on behalf of Seller with the Federal Communications Commission (the "FCC") 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 AgreementSeller.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Assets. (a) The assets Subject to be conveyed 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 hereunder shall consist ------ purchase and acquire from Seller, all right, title and interest of all of Seller in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible, whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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") shall include), including, without limitation:,
(ia) the Leased Real Property described on Schedule 3.18;
(b) all of Seller's towersmachinery, tower equipment, antennasfurniture, aboveground and underground cablefurnishings, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipmenttools, furniture and fixturesdies, supplies, inventory molds and other physical assets 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 or used by Seller solely pursuant to a license or other arrangement and, in connection with Seller's ownership or operation of each case used primarily in the SystemBusiness;
(iie) the 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 Systemall rights under all Contracts;
(iiif) the real property owned all credits, prepaid expenses, deferred charges, advance payments, security deposits and used solely in connection with the Systemprepaid items;
(ivg) all notes and accounts receivable of due to Seller arising in connection with the System;
(vincluding intercompany and interdivisional accounts receivable) and all engineering recordsnotes, 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 bonds and other advertising, or related materials developed by or for Seller and intended for use in connection with the System;
(vii) all evidences of Seller's correspondence files, lists, records and reports concerning customers and prospective customers indebtedness 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
to receive payments from any Person (iiiin all cases, whether or not billed) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.benefit of security therefor;
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Assets. (a) The assets Subject to be conveyed the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer hereunder shall consist ------ of all of the assets and properties of Seller, whether real, personal, tangible (or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Dateupon Buyer’s request, to Buyer’s Designee) at the end that Closing, and Buyer (or Buyer’s Designee) will purchase and accept at the Closing, all of Seller's assets owned on ’s right, title and interest in and to all and 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 following assets (collectively, the "“Assets") shall include, without limitation:”):
(i) all of Seller's towersLONDON FOG and TOWER DESIGN Trademarks owned by the Seller worldwide, tower equipmentincluding without limitation the registrations and applications for registration identified on the attached Exhibit A-1, 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 all other physical assets owned or used by Seller solely in connection with Seller's ownership or operation of Intellectual Property Rights closely associated therewith (the System“Brands”);
(ii) the franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for listed on Exhibit A-2 (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“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 real property owned and used solely in connection with Closing Date, related to the Systemforegoing;
(iv) all accounts receivable of Seller arising in connection with 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 SystemBrands, and all Intellectual Property Rights associated therewith;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists royalties and plans and processes owned or developed by or for Seller and intended for use in connection with license fees earned after the SystemClosing 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 promotional 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 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, original art workor other tangible or electronic materials embodying, mats, plates, negatives and other advertisingdisplaying, or related materials developed by incorporating the Brands or for the Trademarks identified on Exhibit A-3 following the Closing, which have not been delivered to Buyer in accordance with this Section 1(a), Seller and intended for use 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 System;
(vii) all of Seller's correspondence files, lists, records operation and reports concerning customers and prospective customers marketing 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets business relating to the System Assets and its business operations 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 retained by Seller obligated to keep such furniture, fixtures, and equipment available to Buyer so long as it is so designated. Buyer shall not also have the right (which right must be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods 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 Ordinary Course of Business), (ii) the cost of any designated equipment, including without limitationlimitation lease payments and maintenance agreements, fees while it is so designated that is actually paid to a third party by Seller (pro rated, if necessary, to reflect the United States Copyright Office; and
days of use by Buyer), and (iviii) assets disposed of 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 normal course 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 with 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 consent 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 Buyer any such property between the date hereof and the Closing Dateexpiration 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 A-2 hereto, Buyer shall have the right (the “Lease Right”) to direct Seller to use its best efforts to assume and assign 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. (a) The assets to be conveyed to Buyer hereunder shall consist ------ of Assets comprise all of the assets assets, properties, and properties rights of Sellerevery type and description, whether real, personal, tangible or intangibleand mixed used in the Business. Except as set forth in Schedule 4.4(a), of whatever description Jotter has good and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation marketable title to all of the SystemAssets (except for those Proprietary Rights, except those items excluded pursuant to subparagraph 2(b) hereoffor which Seller has valid and enforceable licenses), but including free and clear of all additions made to the Closing Datemortgages, to the end that all options, leases, covenants, conditions, agreements, liens, security interests, adverse claims, restrictions, charges, encumbrances or rights of Seller's assets owned others. There exists no restriction on the Closing Date which are used use or owned solely in connection with Seller's ownership or operation transfer of any of the System shall pass to BuyerAssets. Such assets (collectivelySchedule 4.4 includes, the "Assets") shall include, without limitationamong other things:
(i) all of Seller's towersfurniture, 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 telecommunications and other physical equipment and other fixed assets owned or used by of Seller solely in connection with Seller's ownership or operation of located at the SystemLeased Premises (as hereinafter defined);
(ii) the franchises, leases, agreements, permits, consents, licenses all hardware 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 software and construction permits, if any, all databases and any other obligations and agreements between Seller and suppliers and customers, which are owned or database systems used by Seller solely in connection with Seller's ownership and operation of the System, whether owned, leased, or licensed by Seller;
(iii) the real property owned all domain names and used solely in connection with the Systemrights to their use as held by Seller;
(iv) all accounts receivable trademarks, trademark applications, or service marks, including any existing or pending registrations or applications for registration therefor of Seller arising in connection with the SystemSeller;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists patents and plans and processes owned or developed by or applications for Seller and intended for use in connection with the Systempatents of Seller;
(vi) all promotional graphics, original art work, mats, plates, negatives and other advertising, or related materials developed copyrights owned by or for Seller and intended all rights of Seller under any copyright laws, together with any copyright registrations and applications for use in connection with the Systemregistration therefor;
(vii) all contracts, leases, licenses, agreements, or commitments (oral or written) of Seller's correspondence files, lists, records and reports concerning customers and prospective customers of whether fully performed or wholly or partially executory on the Systems, concerning television stations whose transmissions are or may be carried as part of Closing Date relating to any Proprietary Rights used by Seller in the Systems and concerning Business;
(viii) all dealings with federal, state, and local regulatory agencies, including all reports filed by or on behalf permits of Seller with relating to the Federal Communications Commission operations of Seller in Canada;
(ix) all leasehold improvements relating to the leased property defined as the leasehold of Seller at ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "FCCLeased Premises");
(x) all supplies and inventory of Seller, whether in connection with the System and any Statements possession of Account Seller, or a third party;
(xi) all of the System filed by or on behalf goodwill and going concern value of Seller with the united States Copyright Office in connection with the SystemSeller; provided however, that Seller shall not transfer to Buyer the licenses and -------- ------- agreements for which the consent and
(xii) all telephone numbers 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 AgreementSeller.
(b) The following properties Except as set forth in Schedule 4.4 attached hereto, the Assets are in good operating condition and repair, ordinary wear and tear excepted, and are satisfactory for the purposes for which such assets are being used in the Business. Seller does not own, nor has it since the date of its formation owned, or have any interest in real estate, other than its leasehold interest in the Leased Premises. All contracts, 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 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 System property or to such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exemptions.
(c) To the knowledge of Seller, there are no Hazardous Substances in the Environment at, in, on, under or around the Leased Premises. Seller has not disposed of, handled, stored, transported or used any Hazardous Substances on or 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 Environment. Seller and its predecessor entities have conducted its business operations in accordance with all Legal Requirements relating to Hazardous Substances. To the best of Seller's knowledge, there has been no release of Hazardous Substances at, in, on, under or around the Leased Property. For the purposes of this paragraph, "Environment" shall be retained by Seller mean the air, land, water, plant, animal and shall not be soldhuman life, assigned safety and health and ecological systems and any part or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees combination of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Dateforegoing.
Appears in 1 contract
Assets. (a) The assets Subject to be conveyed 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 hereunder shall consist ------ purchase and acquire from Seller, all right, title and interest of all of Seller in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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") shall include), 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▇▇▇ ▇▇▇ility");
(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 of Seller's towers, tower equipment, antennas, aboveground Books 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 SystemRecords;
(iij) to the franchisesextent their transfer is permitted by law, leasesall Governmental Approvals, agreementsincluding all applications therefor;
(k) all rights to causes of action, permitslawsuits, consentsclaims 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 contracts, pole line instruments 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 Systemrelating thereto;
(iiin) all assets reflected on the real property owned and used solely in connection with the SystemFinal Closing Statement of Net Assets;
(ivo) all accounts receivable the Names and Logos "Satellite Transmission Systems" alone or in any combination of Seller arising in connection with the System;words, or any combination, variation or derivation of any such name or mark; ▇▇d
(vp) all engineering recordsthe 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, filesat the Closing, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned the Assets shall be transferred 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 otherwise conveyed to Buyer the licenses free and -------- ------- agreements for which the consent clear 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 all Liens excepting only those Liens listed in the assets to be transferred to Buyer pursuant to this Agreementfirst and fourth paragraphs of Schedule 3.10 and Permitted Liens.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Assets. Subject to the terms and conditions hereinafter set forth, on the "Closing Date" (aas defined in SECTION 5) The assets and excluding the "Excluded Assets" (as defined in SECTION 1.1.2), Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign and convey to be conveyed Buyer, all of Seller's right, title and interest in and to Buyer hereunder shall consist ------ of all of the assets and properties of SellerSeller (of every kind and character, whether real, personalpersonal or mixed, whether tangible or and intangible, of whatever description whether accrued, contingent or otherwise and wherever locatedsituated), now owned or used by Seller solely in connection with Seller's ownership or relating to the operation of the SystemClub's health and fitness business (the "HEALTH/FITNESS BUSINESS") and catering business, except those items excluded pursuant to subparagraph 2(b) hereofrespectively, but including all additions made as the same shall exist immediately prior to the Closing DateClosing, to the end that 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") shall includeincluding, without limitation, the following:
(ia) all real property leases described in Schedule 1.1.1
(a) attached hereto (the "REAL PROPERTY LEASES");
(b) all leases of personal property covering (by way of example and not limitation) machinery, equipment, vehicles, furniture and other personal property, which personal property leases are described in Schedule 1.1.1
(b) attached hereto (the "PERSONAL PROPERTY LEASES");
(c) all of Seller's towersright, tower title and interest as ground lessee under that certain Ground Lease dated April 11, 1980, with the City of Fullerton, as ground lessor (the "GROUND LEASE"), and in and to all improvements and fixtures thereon and all easements, rights of way and other rights appurtenant thereto in any way related to the Ground Lease (the "IMPROVEMENTS");
(d) all furniture, furnishings, equipment, antennasmachines, aboveground and underground cablecomputers, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixturestools, supplies, inventory spare (or replacement) parts and other physical assets owned or used by Seller solely in connection with Seller's ownership or operation of the System;
(ii) the 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 personal 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or listed in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.Schedule 1.1.1
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Sports Club Co Inc)
Assets. (a) The assets Subject to be conveyed and upon the terms and conditions set forth in this Agreement, at the Closing, the Company will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer hereunder shall consist ------ of will purchase or acquire from the Company, all right, title and interest of the Company in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangibleotherwise and whether now existing or hereinafter acquired, of whatever description and wherever located, now owned relating to or used by Seller solely or held for use in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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 without limitation all those items in the following categories that conform to the definition of the term "Assets":
(a) shall includeall 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 person);
(b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (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 and 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 transit);
(e) all of the rights of the Company under all contracts, arrangements, licenses, leases and other agreements, including, without limitation:
(i) all , 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 Seller's towersbreaches, 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 defaults and other physical assets owned or used by Seller solely in connection with Seller's ownership or operation violations of the Systemsuch contracts, arrangements, licenses, leases and other agreements and otherwise;
(iif) the franchisesall credits, leasesprepaid expenses, agreementsdeferred charges, permitsadvance payments, consents, licenses security deposits 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 Systemprepaid items;
(iiig) all notes and accounts receivable held by the real property owned Company and used solely in connection with all notes, bonds and other evidences of indebtedness of and rights to receive payments from any person held by the SystemCompany;
(ivh) all accounts receivable of Seller arising patents, trademarks, trade names, service marks, trade secrets and other proprietary property and all rights thereunder or in connection with the System;
(v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned respect thereof primarily relating to or developed by used or for Seller and intended held for use in connection with the System;
(vi) all promotional graphicsBusiness, original art workincluding, matsbut not limited to, platesrights to sue ▇▇▇ and remedies against past, negatives present 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, statefuture infringements thereof, and local regulatory agenciesrights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible emodiments thereof (collectively, including all reports filed by or on behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to BuyerIntellectual Property);
(i) cash all books, records, manuals and other materials (in any form or cash equivalents on hand or in banksmedium), 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;
(iij) insurance policies and rights and claims thereunderto the extent their transfer is permitted by law, the Governmental Approvals, including all applications therefor;
(iiik) all claimsrights to causes of action, rights lawsuits, judgments, claims and interest in and to any refunds for Federal, state or local income or other taxes or fees demands of any nature whatsoever for periods prior available to or being pursued by the Company with respect to the Closing DateBusiness or the ownership, including without limitationuse, fees paid 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 the Company with respect to the United States Copyright Officeany Asset; and
(ivm) assets disposed all cash and cash equivalents. Anything to the contrary herein notwithstanding, the Assets 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 in the normal course of business or with the written consent of Buyer between the date hereof all liabilities, obligations, liens and the Closing Dateencumbrances excepting only Assumed Liabilities and Liens listed on Schedule 2.6(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (O2wireless Solutions Inc)
Assets. (a) The assets Subject to be conveyed 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 hereunder shall consist ------ purchase and acquire from Seller, all right, title and interest of all of Seller in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired (other than the Excluded Assets) that primarily relate to and are used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to Business as the Closing Date, to the end that all of Seller's assets owned same may exist 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") shall include), 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(▇) (▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇");
(b) all machiner▇, ▇▇▇▇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 of Seller's towers, tower equipment, antennas, aboveground Books 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 SystemRecords;
(iij) to the franchisesextent their transfer is permitted by law, leasesall Governmental Approvals, agreementsincluding all applications therefor;
(k) all rights to causes of action, permitslawsuits, consentsclaims 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 contracts, pole line instruments 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 Systemrelating thereto;
(iiin) all assets reflected on the real property owned and used solely in connection with the SystemFinal Closing Statement of Net Assets;
(ivo) all accounts receivable the Names and Logos "Satellite Transmission Systems" alone or in any combination 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 advertisingwords, or related materials developed by any combination, variation 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees derivation of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officesuch name or mark; and
(ivp) assets disposed of the cash and the cash ▇▇▇▇valents in the normal course 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 business or with all Liens excepting only those Liens listed in the written consent first and fourth paragraphs of Buyer between the date hereof Schedule 3.10 and the Closing DatePermitted Liens.
Appears in 1 contract
Assets. Except as otherwise expressly set forth in Section 1.3 hereof, the Assets shall include, without limitation, the following assets, properties and rights of Seller as of the Closing Date:
(a) The assets to be conveyed to Buyer hereunder shall consist ------ all cash, cash equivalents and marketable securities;
(b) all accounts receivable, notes receivable, and receivables due from the factor under the Factoring Agreement (as defined in Section 1.3(e));
(c) all deposits, advances, prepaid expenses and 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 (i) all of the assets and properties contracts (written or oral), agreements, leases of Seller, whether real, personal, tangible real or intangible, of whatever description and wherever located, now owned personal property or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date other instruments which are used listed on Schedule 1.2(f) and (ii) all other written contracts or owned orders solely with customers or suppliers entered into in connection the ordinary course of business consistent with Seller's ownership or operation of the System shall pass to Buyer. Such assets past practice that are not listed on 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") shall include(and all rights thereto and applications therefor), including, without limitation:, those set forth on Schedule 1.2(h);
(i) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise;
(j) all guarantees, warranties, indemnities and similar rights in favor 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;
(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 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 uncollected proceeds under 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 behalf insurance policy of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and respect to any refunds for Federal, state casualty loss occurring on or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing DateDate 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) the Bank Accounts (as defined in Section 3.23);
(n) all information, files, correspondence, records, data, plans, contracts and recorded knowledge, including without limitationcustomer and supplier lists, fees paid to the United States Copyright Officeemployment and personnel records and all accounting or other books and records of Seller; and
(ivo) all other tangible and intangible assets disposed of in any kind or description, wherever located, that are carried on the normal course books of business Seller or with the written consent of Buyer between the date hereof and the Closing Datewhich are owned by Seller.
Appears in 1 contract
Assets. (a) The assets Upon the terms and subject to be conveyed the conditions set forth in this Agreement, KMD shall, at the Closing, sell, assign, convey, transfer and deliver to Buyer hereunder shall consist ------ Buyer, free and clear of all Liens, and Buyer shall purchase and accept from KMD, all of the assets KMD's right, title and interest in and to all assets, properties and rights of Sellerevery kind and description, wherever located, whether real, personal, tangible or intangible, of whatever description other than the Excluded Assets referred to in Section 2(b), owned by KMD and wherever located, now owned relating to or used by Seller solely in connection with Seller's ownership or operation arising out of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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 Business (collectively, collectively the "Assets") shall include), including, without limitation, the following:
(i) all of Seller's towerslaboratory, tower clinical or chemical testing and other equipment, antennascomputers, aboveground and underground cablefurnishings, distribution systemsfurniture, headend amplifiersoffice supplies, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipmentspare parts, furniture tools, machinery or other equipment owned by KMD and fixturesall other goods and personal property used in the operation of the Business, all of which items are listed, specifically or by category, on Schedule 2(a)(i)(A) (in each case, including all accessories, supplies, inventory operating manuals and other physical 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 or used by Seller solely in connection with Seller's ownership or operation KMD and that are located at one of the SystemFacilities 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 franchisesBusiness (collectively, 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"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 real property owned ordinary course of the Business (but excluding all Excluded Contracts and used solely 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 connection with the Systemaggregate over the life of such contracts) are listed on Schedule 2(a)(iii) or 2(a)(i)(B);
(iv) all accounts receivable rights of Seller arising 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 SystemBusiness, or otherwise affecting the Equipment, the Fixed Assets or the Inventory;
(v) all engineering 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, databooks or documents otherwise relating to the Assets, drawingsthe Assumed Obligations and/or the Business, blueprintsincluding computer programs, schematicsmanuals, mapssales and advertising materials, reportsbilling records, lists and plans sales, distribution and processes owned or developed by or for Seller and intended for use in connection with the Systempurchase correspondence;
(vi) all promotional graphicsIntellectual 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, original art workincluding books, matsrecords, platescomputer storage media, negatives magnetic tape, data compilations and other advertising, or related materials developed by or for Seller and intended for use in connection with the Systemembodiments are listed on Schedule 2(a)(vi);
(vii) subject to the license granted by Section 7(e), all of Sellercomputer software (including object code and source code in KMD's correspondence files, lists, records possession) owned by KMD 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 used by or on behalf of Seller with the Federal Communications Commission (the "FCC") KMD in connection with the System 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 Statements of Account of the System filed Governmental Body held and used by or on behalf of Seller with the united States Copyright Office KMD in connection with the System; provided howeverBusiness (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, that Seller shall not transfer to Buyer the all of which material permits, 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyerprovider numbers are listed on Schedule 2(a)(viii);
(iix) cash all prepaid deposits, expenses or cash equivalents on hand or in bankscharges of the Business;
(ii) insurance policies and rights and claims thereunder;
(iiix) 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 refunds for Federalderivation thereof, state or local income or other taxes or fees the goodwill pertaining to such name and the Business, and the current telephone numbers and telephone listings of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeBusiness; and
(ivxii) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and all current accounts receivable existing on the Closing DateDate 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), together with all evidences thereof and documentation relating thereto (the "Purchased Receivables").
Appears in 1 contract
Assets. (a) The assets At the Closing, the Sellers shall sell, assign, transfer and convey to be conveyed to the Buyer, and the Buyer hereunder shall consist ------ of purchase from the Sellers, all of the assets Sellers' right, title and properties of Sellerinterest in the assets, whether real, personalpersonal and mixed, tangible or intangibleand intangible (including the business of the Stations as a going concern), of whatever description and wherever located, now owned or held by the Sellers and used by Seller solely primarily in connection with Seller's ownership or operation the conduct of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 business and operation of the System;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 (but excluding the Excluded Assets specified in Section 1.3), including, but not limited to, the following:
(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;
(viia) 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and Sellers' rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federalthe licenses, state or local income or permits and other taxes or fees of any nature whatsoever for periods prior authorizations issued to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of Sellers by any governmental authority and used in the normal course conduct of the business and operation of the Stations (including the Station Licenses), together with any additions thereto (including renewals or with the written consent modifications of Buyer such licenses, permits and authorizations and applications therefor) made between the date hereof and the Closing Date, and all of the Sellers' rights in and to the call letters of the Stations;
(b) all of the Owned Real Property and the Leases listed on Schedule 7.5;
(c) all equipment, office furniture and fixtures, office materials and supplies, inventory, spare parts, motor vehicles and other 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 (iv) all Contracts related to the operation of the Stations entered into or assumed by the Sellers between the date hereof and the Closing Date in accordance with this Agreement (including Sections 9.1 and 9.13) (collectively, the "Assumed Contracts");
(e) all programs and programming materials of whatever form or nature owned by the Sellers and used by any Station;
(f) all of the Sellers' rights in 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 files, records, books of account, computer programs and software and logos owned or held by the Sellers relating to the operation of the Stations, including, without limitation, programming information and 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 of the Sellers' rights under manufacturers' and vendors' warranties relating to items included in the Assets (as defined below) and all similar rights against third parties relating to items included in the Assets, including claims arising under the Pending Purchase Agreements, to the extent contractually assignable. The assets to be transferred to the Buyer pursuant to this Section 1.2 are hereinafter collectively referred to as the "Assets." The Assets shall be transferred to the Buyer free and clear of all Liens (except for Permitted Liens).
Appears in 1 contract
Sources: Asset Purchase Agreement (Citadel Communications Corp)
Assets. (a) The assets As used herein, the “Assets” of a Seller shall mean all right, title and interest of such Seller in and to be conveyed to Buyer hereunder shall consist ------ the assets, properties, goodwill and rights of all of the assets every kind and properties of Sellerdescription, whether real, real and personal, tangible or and intangible, of whatever description and wherever locatedsituated, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 held for use in connection with the System;Business and shall include, without limitation, the following:
(via) 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 SystemCash;
(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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties all accounts receivable;
(c) all credits, prepayments and assets relating to similar items;
(d) the System entire product line of such Seller, including the products set forth on Schedule 2.2(d) (each a “Product Line” and its business operations shall be retained by 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 and shall not be sold, assigned or transferred to Buyerrepresents include all customers for the Product Line during the past two years;
(i) cash the unfilled customer orders (or cash equivalents portions thereof) for items of product within the Product Line of such Seller (collectively, “Products”) set forth on hand or in banksSchedule 2.2(i) (collectively, the “Assumed Customer Purchase Orders”);
(iij) insurance policies the unfilled vendor orders (or portions thereof) for components, raw material, and rights and claims thereunderwork-in-process inventory within the Product Line set forth on Schedule 2.2(j) (collectively, the “Assumed Vendor Purchase Orders”);
(iiik) all claimsContracts 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, equipment, machinery and other tangible personal property set forth on Schedule 2.2(l);
(m) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in complete 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));
(n) all security deposits;
(o) all Books and Records;
(p) all Permits, other than the Permits listed on Schedule 2.2(p) (the issuance of replacement Permits to Oregon Purchaser are a condition to Closing under Section 8.1(f));
(q) all causes of action, lawsuits, claims and demands of any nature available to or being pursued by such Person (other than intercompany receivables and other than claims against any Purchasers or their Affiliates) with respect to the Assets;
(r) subject to the terms and conditions of this Agreement, including without limitation Section 7.6, any and all of Nevada Seller’s interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeNevada Property; and
(ivs) assets disposed of in all goodwill pertaining to the normal course of business or with the written consent of Buyer between the date hereof and the Closing DateBusiness.
Appears in 1 contract
Sources: Asset Purchase Agreement
Assets. Except as otherwise expressly set forth in Section 2.3, the Assets shall include, without limitation, the following assets, properties and rights of the Company that relate to the Business, including the design, manufacture and sale of its products, as of the close of business on the Closing Date:
(a) The assets 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 be conveyed the Company with respect to Buyer hereunder shall consist ------ of the Business (collectively, "Inventory");
(b) all fixed assets, equipment, furnishings, computer hardware, vehicles, machinery, fixtures and other tangible personal property;
(c) all rights of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except Company under those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made contracts listed on Schedule 4.12 (unless indicated to the Closing Date, to contrary thereon) or that are of a type that would have been listed thereon except that they involve payments in an amount less than the end that all of Seller's assets owned on the Closing Date which are used or owned solely applicable amount set forth in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Section 4.12 (collectively, the "AssetsAssumed Contracts");
(d) shall includeall Real Property and all licenses, permits, approvals, qualifications, easements and other rights relating 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 Business (and all rights thereto and applications therefor), including, without limitation:, the Intellectual Property and the Company Software;
(f) all Accounts Receivable;
(g) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Company and relating to the Business, the Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
(h) 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 the Company and relating to the Business, the Assets or the Assumed Liabilities;
(i) all of Seller's towerspermits, tower equipmentapprovals, antennaslicenses, aboveground and underground cablequalifications, distribution systemsproduct registrations, headend amplifierssafety certifications, line amplifiersauthorizations or similar rights to the extent that they are assignable, 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 Systemincluding those set forth on Schedule 4.20 (unless otherwise indicated thereon);
(ii) the 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;
(ivj) all accounts receivable of Seller arising in connection with the System;
(v) all engineering recordsinformation, files, correspondence, records, data, drawings, blueprints, schematics, mapsplans, reports, lists contracts and plans recorded knowledge, including customer, supplier, price 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, mailing lists, and all accounting or other books and records and reports concerning customers and prospective customers of the SystemsBusiness, concerning television stations whose transmissions are or may be carried as part excluding any books and records of the Systems and concerning all dealings with federal, state, and local regulatory agencies, including all reports filed by or on behalf of Seller with the Federal Communications Commission (the "FCC") 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 Company 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) The following properties and assets relating related to the System and its business operations shall be Business, in whatever media retained by Seller and shall not be soldor stored, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claimsincluding, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officecomputer programs and disks; and
(ivk) all other tangible and intangible assets disposed of in any kind or description, wherever located, that are carried on the normal course books of business the Business or with which are owned by the written consent of Buyer between Company that relate to the date hereof and Business, but excluding the Closing DateExcluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (North American Galvanizing & Coatings Inc)
Assets. Subject to the terms and conditions of this Agreement, as of the Closing (a) The assets as defined in Section 2.1 hereof), Seller agrees to be conveyed cause the Seller Entities to sell, convey, transfer and deliver to the Buyer hereunder shall consist ------ of Entities designated by Buyer, and Buyer agrees to cause the Buyer Entities to purchase, all of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by the Seller solely Entities in connection with Seller's ownership or the operation of the SystemFacilities, other than the Excluded Assets (hereinafter defined), which included assets shall include, without limitation, the following (the "ASSETS"):
(a) fee simple and/or leasehold title to all real property described and designated as such on Schedule 1.1
(a) hereto, together with all improvements, any construction in progress, any other buildings and fixtures thereon, and all rights, privileges, hereditaments and easements appurtenant thereto, including without limitation, all sewer and water discharge capacity, if any, allocated or reserved thereto and all development rights with respect thereto (collectively, the "REAL PROPERTY");
(b) all tangible personal property owned by the Seller Entities and used in connection with the operation of the Facilities, including, without limitation, all major, minor or other equipment, vehicles, furniture and furnishings, the current list and general location of which are set forth on Schedule 1.1(b) hereto;
(c) all supplies and inventory used in respect of the Facilities;
(d) assumable deposits, prepaid expenses and claims for refunds;
(e) all accounts receivable (other than receivables from governmental third-party payors which by law may not be assigned) arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services prior to the Closing;
(f) the right to receive an amount equal to the value of all patient receivables collected related to Medicare, Medicaid and other third-party patient claims of the Seller Entities due from governmental third-party payors arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services prior to the Closing which by law may not be assigned (excluding settlement accounts relating to Sections 1.2(c) and 1.4(e)), less any applicable overpayments, refunds, offsets, credit balances or other proper adjustments (the "GOVERNMENT PATIENT RECEIVABLES AMOUNT");
(g) all claims, causes of action, and judgments in favor of the Seller Entities relating to the Assets and, to the extent assignable by the Seller Entities, all warranties (express or implied) and rights and claims assertable by (but not against) the Seller Entities related to the Assets;
(h) all financial, patient, medical staff records and personnel records (as required for accreditation purposes) relating to the Facilities (including, without limitation, all equipment records, medical administrative libraries, medical records, documents, catalogs, books, records, files, operating manuals and current personnel records);
(i) all rights and interests of the Seller Entities in the contracts, commitments, leases and agreements listed on Schedule 1.1(i) hereto and all Immaterial Contracts (hereinafter defined) (collectively, the "CONTRACTS");
(j) all licenses, certificates of need, franchises, accreditations, registrations, and other permits, to the extent assignable, held by the Seller Entities relating to the Facilities (including, without limitation, any pending or approved governmental approvals);
(k) except those items excluded pursuant for the Excluded Marks (hereinafter defined), all names, trade names, trademarks and service marks (or variations thereof) associated with the Facilities, all goodwill associated therewith, and all applications and registrations associated therewith;
(l) all assets reflected on the Financial Statements (as defined in Section 3.4), and any additions thereto up through Closing less deletions therefrom of assets sold or consumed in the ordinary course of business;
(m) all goodwill associated with the Facilities and the Assets;
(n) to subparagraph 2(bthe extent assignable, all provider contracts (and numbers) hereofbetween the Facilities and Medicare, but including Medicaid, CHAMPUS/TRICARE or other third party payors;
(o) all additions made insurance proceeds arising in connection with property damage to the Assets occurring prior to the Closing Date, to the end that all of Seller's assets owned extent not expended on the Closing Date which are repair or restoration of the Assets;
(p) all computers, data processing equipment and software, to the extent transferable, held or used or owned solely directly in connection with Seller's ownership the business or operation of the System shall pass to Buyer. Such assets (collectively, the "Assets") shall include, without limitation:
(i) 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 SystemFacilities;
(iiq) the franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission assets owned by Affiliates 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 directly in connection with the Systemoperation of the Facilities;
(ivr) all accounts receivable other property, other than the Excluded Assets, of every kind, character or description owned by Seller arising or its Affiliates and used or held for use directly in the business of the Facilities 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 the Seller Entities 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 operations of the Systems, concerning television stations whose transmissions are Facilities 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeAssets; and
(ivs) assets disposed the interest of the Seller Entities in all property of the foregoing types, arising or acquired in the normal ordinary course of the business or with of the written consent Seller Entities in respect of Buyer the Facilities between the date hereof and the Closing Date. The Seller Entities shall convey good and marketable, or transferable, title to the Assets and all parts thereof to Buyer free and clear of all claims, assessments, security interests, liens, restrictions and encumbrances, other than the Permitted Encumbrances (hereinafter defined) and the Assumed Liabilities (hereinafter defined).
Appears in 1 contract
Sources: Asset Purchase Agreement (Psychiatric Solutions Inc)
Assets. Notwithstanding anything in this Agreement to the contrary, 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, notwithstanding any other provision of this Agreement:
(a) The assets to be conveyed to Buyer hereunder shall consist ------ of Any and all of the assets legal and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 beneficial interest in the assets to be transferred to Buyer pursuant to this Agreement.share capital or equity interest of any Person, other than the Purchased Entity Shares;
(b) The following properties Any and assets relating to all Contracts, other than the System Specified Business Contracts and its business operations shall be retained by Seller the Transferred Leases;
(c) Any and shall not be soldall owned and leased real property and other interests in real property, assigned or transferred to Buyerother than the Transferred Real Property;
(d) Any and all Intellectual Property 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) cash or cash equivalents on hand or in banksAny and all Permits, other than the Transferred Permits;
(iij) insurance policies Any and rights and claims thereunderall marketing authorizations, other than the Transferred Marketing Authorizations;
(iiik) Any Retained Claim;
(l) Any and all claimsdocuments, rights instruments, papers, books, records, books of account, files and interest 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 Entities to any refunds for Federal, state of their Affiliates or local income or other taxes or fees of any nature whatsoever for periods prior otherwise to the Closing Date, including without limitation, fees paid to the United States Copyright Office; andBusiness;
(ivo) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.The Italian VAT Receivable;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Phibro Animal Health Corp)
Assets. In reliance on the representations, warranties, covenants and agreements set forth in this Agreement and subject to paragraphs (ac) The assets and (d) of this Section 1.1 and to the other terms and conditions of this Agreement, at the Closing (as hereafter defined), Seller shall sell, convey, assign, transfer and deliver to Buyer, or shall cause to be conveyed sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer hereunder shall consist ------ purchase, acquire and accept from Seller and Seller's Designee (as hereafter defined), in each case free and clear of all liens, 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 interests in and to all of the properties, contracts, rights and other assets (of every kind, nature, character and properties of Sellerdescription, whether real, personalpersonal or mixed, whether tangible or intangible, of whatever description whether accrued, contingent or otherwise and wherever locatedsituated), now the use of which is primarily in the Business (the "ASSETS"), including, without limitation, the following:
(i) All of the real property owned as of the Closing Date (as hereafter defined) by Seller, Figgie Properties or used Figgie Real Estate, the use of which is primarily in the Business (other than the Retained Property (as hereafter defined)) (the "PROPERTY") 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;
(ii) 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, tools, business machines, vehicles, office furniture and fixtures, office equipment, computer data processing equipment, office materials, supplies, raw materials, work-in-process and inventory owned as of the Closing Date by Seller, the use of which is primarily in the Business, including all assets listed in Section 3.7(a)(i) of the Seller Disclosure Schedule;
(v) All rights and incidents of ownership of Seller as of the Closing Date in, to and under all 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 extent transferable), the use of which 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;
(vi) All customer and supplier lists of the Business;
(vii) All accounts receivable and 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 solely in connection with Seller's ownership or operation Figgie Licensing as of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely primarily in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Business, (collectively, the "AssetsINTELLECTUAL PROPERTY"), including that Intellectual Property listed in Section 1.1(a)(viii) shall include, without limitation:of the Seller Disclosure Schedule;
(iix) all All of Seller's towerspermits, tower equipmentlicenses, antennasapprovals, aboveground consents and underground cableauthorizations by any Governmental Entity (as hereafter defined) (collectively, distribution systems"PERMITS"), headend amplifiersto the extent transferable, 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 that are exclusively used or used by Seller solely held for use in connection with Seller's ownership or operation the Business as of the SystemClosing Date;
(iix) the 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 All of the SystemDivision's (as hereafter defined) books and records relating solely to the Division and/or the Business;
(iiixi) All of the real property owned Division's other files, indices, market research studies, surveys, reports, analyses and used solely in connection with similar information relating to the SystemBusiness;
(ivxii) all accounts receivable All of Seller arising in connection with the SystemShares and the share of common stock of each of the Conveyed Subsidiaries owned by Seller's Designee (collectively, the "DESIGNEE SHARES");
(vxiii) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists The goodwill of the Business in or arising from the Assets and plans and processes owned or developed by or for Seller and intended for use in connection with the Systembusiness represented thereby;
(vixiv) all promotional graphicsAll other assets listed in Section 1.1(a)(xiv) of the Seller Disclosure Schedule;
(xv) All telephone, original 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, matsphotographs and advertising material, plates, negatives and other advertising, in whatever form 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 howevermedia, 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) The following properties and assets relating relate primarily to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeBusiness; and
(ivxvii) assets disposed of Except as provided in the normal course of business or with the written consent of Buyer between the date Section 1.1(c)(iv) hereof and except as arising from or relating to the Closing DateRetained Liabilities (as hereafter defined), all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind in favor of Seller and pertaining to, or arising out of, the Assets or offsetting any Assumed Liabilities (as hereafter defined), to the extent transferable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Figgie International Inc /De/)
Assets. (a) The assets Subject to be conveyed to Buyer hereunder shall consist ------ of all 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 Purchaser, and Purchaser shall purchase and acquire from Seller, all right, title and interest of Seller in and to all properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether realaccrued, personalcontingent or otherwise (other than the Excluded Assets (as defined below)), tangible that relate to or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely held for use in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Business (collectively, the "“Assets") shall include”), including without limitationlimitation the following Assets:
(ia) all cash and cash equivalents 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 as of the Systemdate (the “Closing Date”) of the Closing;
(iib) the franchisesall computer hardware, leasesfurniture, agreementsfurnishings, permitsvehicles, consentsequipment, licenses machinery 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 Systemtangible personal property;
(iiic) all rights under the real property owned and used solely in connection with Contracts listed on Schedule II (the System“Included Contracts”);
(ivd) 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 payment rights and other advertising, or related materials developed by or for Seller and intended for use intangible assets (including goodwill) with respect to customer relationships that are not embodied in connection with the System;
complete written Contracts (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 behalf of Seller with the Federal Communications Commission (the "FCC") 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, it being understood that Seller an expired Contract 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 a complete written Contract for purposes of this Agreement.Section 1.1(d));
(be) The following properties all rights in Intellectual Property now in existence or under development, including all licenses and assets relating rights to use or practice such Intellectual Property, and all goodwill represented thereby and pertaining thereto;
(f) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items (other than as provided in Section 1.2(c));
(g) all notes and accounts receivable (in all cases, whether or not billed) and the System benefit of any security therefor;
(h) all Books and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to BuyerRecords;
(i) cash or cash equivalents on hand or in banksto the extent their transfer is permitted by applicable Law, all Governmental Approvals, including all applications therefor;
(ii) insurance policies and rights and claims thereunder;
(iiij) all claimsof the outstanding equity interests in Pharmaceutical Resource Solutions of Puerto Rico, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright OfficeInc. (“PRS PR”); and
(ivk) assets disposed all causes of in action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the normal course Assets or the Assumed Liabilities. At the Closing, the Assets shall be transferred or otherwise conveyed to Purchaser free and clear of business or with the written consent of Buyer between the date hereof and the Closing Dateall Liens excepting only Permitted Exceptions.
Appears in 1 contract
Assets. (a) The assets to Assets shall include, and not be conveyed to Buyer hereunder shall consist ------ of all of limited to, the following assets and 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)];
(b) all inventory including all goods obtained in exchange for such inventory, and any products made or processed from such 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 realrelating to the sale or other disposition of inventory or the performance of services;
(d) all documents of title or other receipts and documents covering, personalevidencing or representing inventory;
(e) all rights, tangible claims and benefits against any person arising out of, relating to or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with inventory purchased by the Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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;
(iif) 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 property described in items (a) to (f), inclusive, of this Section;
(h) the franchisesparcel of real property consisting of approximately thirty (30) acres in Northville Township, leases, agreements, permits, consents, licenses Michigan and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission of signals by microwave, all easements, rights-of-way way, and construction permitsother 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 the 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, 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 SystemSeller 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▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇);
(iii) the real property owned OIS Optical Imaging Systems, Inc. and used solely in connection with the SystemAllendale Mutual Insurance Company v. Air Liquide America Corp., M.G. Industries-Guardian Systems, and Abbi▇ ▇▇▇▇▇, ▇▇c., Case No. 99-906202 (Wayn▇ ▇▇▇nty Circuit Court);
(iv) all accounts receivable OIS Optical Imaging Systems, Inc. v Astronautics Corporation of Seller arising in connection with the System;America, Case No. 99-60407; and
(v) OIS Optical Imaging Systems, Inc. v Northville Township, Michigan Tax Tribune Docket No. 26-0685. .
(m) all engineering recordstrade names, files, data, drawings, blueprints, schematics, maps, reports, lists trademarks and plans and processes owned or developed by or for Seller and intended for use in connection with the Systemcopyrights;
(vin) all promotional graphicsassignable franchises, original art workapprovals, matspermits, plateslicenses, negatives registrations, certificates, variances 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officesimilar rights; and
(ivo) assets disposed of in the normal course of business all books, records, ledgers, files, documents, correspondence, lists, plans, drawings, specifications, studies, reports and other printed or with the written consent of Buyer between the date hereof and the Closing Datematerials.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ois Optical Imaging Systems Inc)
Assets. (a) The assets to be conveyed to Buyer hereunder shall consist ------ of all of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely Except as otherwise expressly set forth in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) Section 1.3 hereof, but including all additions made to the Closing Date, to the end that 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") Assets shall include, without limitation:, the following assets, properties and rights of Seller as of the Closing Date (as hereinafter defined):
(a) all accounts receivable and notes receivable;
(b) all deposits, advances, prepaid expenses and credits;
(c) all inventories, including finished products, work-in-process, raw materials, spare parts, stores and supplies, office supplies and other inventory items;
(d) all machinery, equipment, business machines, computer hardware, vehicles, furniture, fixtures, tools, parts and other tangible property not normally included in the inventory used in Seller's business, whether or not carried on the books of Seller;
(e) except as otherwise set forth in Section 1.3(d), all right, title and interest of Seller in all contracts (written or oral), agreements or other instruments, including, without limitation, contracts with customers and suppliers and all leases of personal property (the "Assumed Contracts");
(f) except as otherwise set forth on Schedule 1.2(f), all leaseholds, leasehold improvements and other rights relating thereto;
(g) all goodwill, patents, copyrights, methods, know-how, software, technical documentation, trade secrets, trademarks, trade names and general intangible (and all rights thereto and applications therefor);
(h) except for the Indemnified Claims (as hereinafter defined), all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise;
(i) all guarantees, warranties, indemnities and similar rights in favor 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;
(iij) the franchises, leases, agreements, all governmental permits, consentslicenses or similar rights relating to the business of Seller, licenses other than those set forth on Schedule 1.3(a);
(k) all information, files, correspondence, records, data, plans, contracts and recorded knowledge, including customer and supplier lists and all accounting or other contractsbooks and records of Seller;
(l) those employees of Seller listed on Schedule 1.2(l) who will be offered employment by Buyer on the Closing Date (the "Transferred Employees");
(m) all other tangible and intangible assets of any kind or description, pole line wherever located, that are carried on the books of Seller 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(ivn) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof all cash, cash equivalents, marketable securities and the Closing Datebank accounts.
Appears in 1 contract
Sources: Asset Purchase Agreement (Rollins Truck Leasing Corp)
Assets. (a) The assets Subject to be conveyed and upon the terms and conditions set forth in this Agreement and the Master Restructuring Agreement, at the Closing, Creative shall sell, transfer, set over, convey, assign and deliver to Buyer hereunder Stryker, and Stryker shall consist ------ purchase and acquire from Creative, all right, title and interest of all of Creative in and to the properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether real, personalpersonal or mixed, tangible whether accrued, contingent or intangible, of whatever description otherwise and wherever located, whether now owned existing or hereinafter acquired (other than the Excluded Assets) as set forth below that relate to and are used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to present Manufacturing Operations as the Closing Date, to the end that all of Seller's assets owned same may exist 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 "AssetsASSETS") shall include, without limitation:):
(i) 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;
(iia) the 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 SystemLeased Real Property;
(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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties the fixed assets and assets relating other tangible personal property 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 System present Manufacturing Operations listed on SCHEDULE 2.1(d) (collectively, the "INVENTORIES");
(e) reasonable quantities of Biological Materials that are in Creative's control and its business operations shall be retained that are useful in repeating the work performed by Seller 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 shall not be sold, assigned or transferred prepaid items that relate to Buyerthe present Manufacturing Operations;
(h) all Books and Records;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Dateextent their transfer is permitted by law, all Governmental Approvals, including without limitation, fees paid to the United States Copyright Officeall applications therefor; and
(ivj) assets disposed all guarantees, warranties, indemnities and similar rights in favor of in Creative with respect to the normal course Assets. Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Stryker free and clear of business or with the written consent of Buyer between the date hereof and the Closing Dateall Liens excepting only Permitted Liens.
Appears in 1 contract
Sources: Asset Purchase Agreement (Creative Biomolecules Inc)
Assets. (a) The assets to be conveyed to Buyer hereunder shall consist ------ Each Seller has good, valid and marketable title to, or a valid leasehold interest in or license to, the Purchased Assets, free and clear of all Liens and other restrictions of whatever nature, except for (i) Liens described in the attached Schedule 6.7(a) and (ii) Liens for current property taxes not yet due and payable (collectively, "Permitted Liens").
(b) Except as disclosed on the attached Schedule 6.7(b), the Purchased Assets include all of the assets material assets, properties, rights, titles and properties interests of Sellerevery kind and nature, whether real, personal, tangible or intangible, real or personal, owned, licensed or leased by Sellers or any of whatever description their Affiliates or Subsidiaries (including indirect and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation other forms of the System, except those items excluded pursuant to subparagraph 2(bbeneficial ownership) hereof, but including all additions made to as of the Closing Date, which are primarily used in or primarily related to the end that operation of the Business as currently conducted by Sellers. Except as disclosed on the attached Schedule 6.7(b), the Purchased Assets include all of Seller's the material assets, properties, rights, titles and interests of every kind and nature, whether tangible or intangible, real or personal, owned, licensed or leased that are necessary and sufficient for the conduct of the Business and the operation of the Purchased Assets as currently conducted or operated, respectively. Any Third Party Components or Back Office Software listed on Schedule 6.7(b) will be identified as Third Party Components or Back Office Software, respectively, and Schedule 6.7(b) will be updated prior to Closing so that, except for such Back Office Software listed in Schedule 6.10(a)(iv) and such Third Party Components as to which Buyer elects in its sole discretion to permit to remain on Schedule 6.7(b), all other such Back Office Software and all such Third Party Components shall be removed from Schedule 6.7(b) and included as Purchased Assets as of Closing.
(c) The buildings, improvements, fixtures, machinery, equipment and other tangible assets (whether owned on or leased) included in the Purchased Assets are, except for ordinary wear and tear, in good condition and repair and are usable in the ordinary course of business, and all such assets have been installed and maintained in accordance with all applicable material laws, regulations and ordinances.
(d) Schedule 6.7(d) attached hereto contains a list of every material asset, property, right, title and interest of every kind and nature (whether tangible or intangible) owned, licensed or leased by Sellers or any of their Affiliates or Subsidiaries (including indirect and other forms of beneficial ownership) as of the Closing Date Date, which are used in or owned solely in connection with Seller's ownership or operation of related to the System shall pass to Buyer. Such assets (collectively, the "Assets") shall include, without limitation:
(i) 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 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, Business but 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 Purchased Assets being transferred to Buyer pursuant to this Agreement.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Assets. On the Closing Date (a) The assets to be conveyed to as hereinafter defined), Buyer hereunder shall consist ------ of purchase from Seller all of the assets assets, properties, interests and properties rights of Seller, whether real, real and personal, tangible or and intangible, of whatever description and wherever located, now owned or used leased by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely held for use in connection with Seller's ownership or the operation of the System shall pass Company including, but not limited to, all the following: (i) all leased property, together with all appurtenant easements thereto, and all leased tangible personal property; (ii) all equipment, office furniture and other tangible personal property, including the personal property listed on Exhibit A hereto; (iii) all documents, files, books and records, (iv) all intellectual property, including all slogans, programs, computer programs and software (to Buyerthe extent assignable), programming material, trade names, service marks and copyrights listed on Exhibit B; (v) all contracts and agreements listed on Exhibit C hereto (the "Assumed Contracts"); (vi) goodwill; (vii) licenses and permits used in the operation of the Seller's business listed in Exhibit D hereto; (viii) all pending orders; (ix) and all customer lists, intangible rights including third party claims, warranty claims, insurance claims, set-offs, and credits. Such The assets conveyed (collectively, the "Assets") shall include, without limitation:
(i) will include all replacements and additions thereto between the date of Seller's towers, tower equipment, antennas, aboveground this Agreement 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) date on which the 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 transactions contemplated hereby 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 behalf of Seller with the Federal Communications Commission consummated (the "FCCClosing Date") in connection with ). Seller agrees that it shall convey 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 Assets to Buyer free and clear of all liens, encumbrances and debts of any kind except to 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 extent expressly assumed by Buyer in the assets to be transferred to Buyer pursuant to this Agreement.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Assets. Subject to the terms and conditions of this Agreement, as of Closing (a) The assets as defined in Section 2 hereof), Seller agrees to be conveyed sell, convey, transfer and deliver to Buyer, and Buyer hereunder shall consist ------ of agrees to purchase, all of the assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitation:
(i) 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 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 its Affiliates in connection with the Systemoperation 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 in and to all real property (immovable property), including, without limitation, the real property described on Schedule 1.1(a)
(b) all tangible (corporeal) business and personal (movable) property, including, without limitation, all major, minor or other equipment, vehicles, furniture, furnishings, machinery, data processing hardware, appliances and other tangible personal property of every description and kind and all replacement parts therefor (collectively, the "EQUIPMENT AND FURNISHINGS");
(ivc) all supplies, goods and inventory used, useable or useful in respect of the Hospital as of the Closing, including, but not limited to, food, cleaning materials, disposables, linens, consumables, office supplies, drugs and medical supplies (collectively, the "INVENTORY");
(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 respect of the Hospital (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 rendering of Seller arising services to patients at the Hospital, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in connection with respect of services through the SystemClosing;
(vf) an amount equal to the value of all engineering recordspatient receivables related to Medicare, 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 Medicaid 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 behalf third-party patient claims of Seller with due from beneficiaries or governmental third-party payors arising from the Federal Communications Commission 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 (the excluding settlement accounts relating to Sections 1.2(f) and 1.4(d))("Government Patient Receivables"FCC") 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 provided, however, that if the foregoing is construed to breach or violate any applicable contract, agreement or other prohibition, Buyer and Seller shall not transfer will work together in good faith to Buyer the licenses and -------- ------- agreements for which the consent of obtain such consents or to establish a third party is required lockbox or other mechanism to transfer (the "Additional Agreements") until Seller has obtained the approval of the parties granting the Additional Agreements to such transfer, whereupon as closely as possible absent such Additional Agreements shall be deemed to be included in violation, the assets to be transferred to Buyer pursuant to this Agreement.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned benefit or transferred proceeds of such receivables to Buyer;
(ig) cash all financial, patient, medical staff and personnel records and other records relating to the Hospital in both hard and any other format (including, without limitation, 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 computer software (other than computer software and programs which are proprietary to Columbia or cash equivalents on hand or in banksits Affiliates));
(iih) insurance policies all right and 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 (as defined in Section 3.17) (collectively, the "CONTRACTS");
(i) all licenses (including software licenses), permits, registrations, certificates, consents, accreditations, approvals and franchises, 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 assignable by Seller, all warranties (express or implied) and rights and claims thereunderassertable by (but not against) Seller related to the Assets;
(iiik) all claimsassets reflected on the Financial Statements as defined in Section 3.4, rights and interest any additions thereto up through Closing less deletions therefrom of nonmaterial amounts of assets sold or consumed in the ordinary course of business;
(l) all goodwill associated with the Hospital and to any refunds the Assets;
(m) all other property, other than the Excluded Assets, of every kind, character or description owned by Seller or its Affiliates and used or held for Federaluse in the business of the Hospital or the Assets, state whether or local income not reflected on the Financial Statements, wherever located and whether or other taxes or fees of any nature whatsoever for periods prior not similar to the Closing Dateitems 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 without limitationany interest of Seller or its Affiliates in Acadiana PHO of Opelousas, fees paid to the United States Copyright OfficeInc.); and
(ivn) assets disposed the interest of Seller in all property of the foregoing types, whether real (immovable), personal (movable) or mixed, tangible (corporeal) or intangible (incorporeal) arising or acquired in the normal ordinary course of the business or with of Seller in respect of the written consent of Buyer Hospital between the date hereof and Closing. Seller shall convey good, marketable, merchantable and valid title and full ownership to the Closing DateAssets and all parts thereof to Buyer free and clear of all claims, assessments, security interests, liens, restrictions, liabilities, defects in title and encumbrances, other than the Permitted Encumbrances (hereinafter defined) and the Assumed Liabilities (hereinafter defined).
Appears in 1 contract
Assets. On the Closing Date (aas hereinafter defined) The assets and subject to be conveyed the terms and conditions of this Agreement, Buyer agrees to Buyer hereunder shall consist ------ of purchase and Se▇▇▇▇ agrees to sell all of the assets assets, properties, interests and properties rights of Seller, whether real, real and personal, tangible or and intangible, of whatever description and wherever located, now owned or used leased by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely held for use in connection with Seller's ownership or operation the business of Seller including, but not limited to, all the following: All of the System shall pass items set forth on Exhibit A attached hereto, and all right, title and interest in and to Buyer. Such all of the other assets (collectivelyof the Company, including, but not limited to, all of the "Assets") shall include, without limitationCompany's:
(ia) all of Seller's towersreal property, tower equipmentleaseholds and subleaseholds therein, antennasimprovements, aboveground fixtures and underground cablefittings thereon, 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 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 Systemappurtenances thereto;
(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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties tangible personal property (such as machinery, equipment, inventories of materials and assets relating supplies, goods or works in process and finished goods, and furniture);
(c) intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the System laws of all jurisdictions;
(d) leases, subleases and its business operations shall be retained by Seller rights thereunder;
(e) the asset value or benefit of the agreements, contracts, indentures, mortgages, instruments, guaranties, and shall other similar arrangements and rights thereunder, set forth on Exhibit B attached hereto (but not be soldincluding any rights under contracts not being assumed hereunder, assigned or transferred to Buyer(the "Assumed Contracts");
(f) accounts, notes and other receivables;
(g) securities;
(h) claims, deposits, prepayments, refunds, cause of action, rights of recovery, rights of set off and rights of recoupment;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies franchises, approvals, certificates, variances, and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officesimilar rights; and
(ivj) assets 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 Assumed Contracts set forth on Exhibit B attached hereto), tangible and intangible personal property disposed of or consumed in the normal ordinary course of business or with from the written consent date of Buyer this Agreement until the Closing Date. The assets conveyed (the "Assets") will include all replacements and additions thereto between the date hereof of this Agreement and the date on which the transactions contemplated hereby are consummated (the "Closing Date"). Seller agrees that it shall convey the Assets to Buyer free and clear of all liens, encumbrances and debts of any kind except to the extent expressly assumed by Buyer.
Appears in 1 contract
Assets. (a) The assets As used herein, the term “Assets” means, subject to be conveyed to Buyer hereunder shall consist ------ the terms and conditions of this Purchase and Sale Agreement, all of the assets Seller’s right, title, interest and properties of Sellerestate, whether realreal or personal, personalrecorded or unrecorded, movable or immovable, tangible or intangible, of whatever description in and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, following:
(a) All leasehold interests on and to the end that all of Seller's assets owned oil and gas leases, including working interests, reversionary interests, overriding royalties, net profits interests, carried interests, and other properties and interests described 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 Exhibit A (collectively, the "Assets") shall include, without limitation:“Leasehold Interests”);
(ib) Each and every kind and character of right, title, claim, and interest that Seller has in and to the 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 or under or that may be produced from the Lands and/or Leasehold Interests;
(d) All oil, gas, water or injection ▇▇▇▇▇ located on the Lands identified on Exhibit B (the “▇▇▇▇▇”);
(e) All leasehold interests of Seller's towersSeller 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 ▇▇▇▇▇, tower including those pools or units shown on Exhibit B (the “Units”; the Units, together with the Leasehold Interests, Lands and ▇▇▇▇▇ being hereinafter referred to as the “Property” or “Properties”), and 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 all tenements, hereditaments and appurtenances belonging to the Leasehold Interests, and Units;
(f) All equipment, antennasmachinery, aboveground fixtures flow lines, pipelines, gathering systems 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 appurtenances thereto and other physical assets owned tangible personal property and improvements located on the Properties or used by Seller solely or held for use primarily in connection with Seller's ownership or the operation of the SystemProperties (“Equipment”);
(iig) the franchises, leases, agreements, permits, consents, licenses and other All contracts, pole line agreements and instruments described or joint pole agreementsreferred to on Exhibit C by which the Properties are bound, underground conduit agreements, agreements for or that relate to or are otherwise applicable to the reception or transmission of signals by microwave, easements, Properties (“Contracts”);
(h) All rights-of-way and construction permitsway, if anyeasements, 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 surface leases and other advertising, surface rights described or related materials developed by or for Seller and intended for use in connection with the System;
referred to on Exhibit D (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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer“Surface Contracts”);
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies Copies of the files, records, data and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior information relating to the Closing Date, including without limitation, fees paid items described in items (a) through (h) above maintained by Seller to the United States Copyright Officeextent that such files, records, data and information are not subject to restrictions on assignment or copying (the “Records”); and
provided, however, that Seller may retain the originals of such files and other 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 (iv) assets disposed of as defined in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.Section 1.2)
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 Closing (a) The as hereinafter defined), each of the Sellers will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase or acquire from the 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 such Sellers, or any of them, wherever located, including without limitation such assets of the types listed below (all of the foregoing assets to be conveyed to Buyer hereunder shall consist ------ of are collectively referred to as the "Assets"):
(a) all of the equipment, furniture, furnishings, computers and office and other supplies, and all leasehold interests in such assets that are leased by Sellers and properties of Seller, whether real, personal, tangible identified as leased items on Schedule 1.1(a);
(b) all rights in and to any systems or intangible, of whatever description processes under research or development by any and wherever located, now owned all Sellers prior to or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date (as herein defined);
(c) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items (and, in each case, security interests from third parties relating thereto);
(d) all accounts receivable and notes receivable, ledger ▇▇▇▇▇▇▇▇, bonds and other evidences of indebtedness and rights to receive payments from any 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 are used have been commenced in connection therewith;
(e) all software, programs, customer and client 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;
(f) all books, records, manuals and other materials (in any form or owned solely 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;
(g) all rights to causes of action, lawsuits, judgments, claims and demands of any nature existing in favor of, available to or being pursued by 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 Seller's ownership or operation the lawsuit styled ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Consulting, Inc., Case No. 98-585-CA-15-E in the Eighteenth Judicial Circuit Court of the System shall pass to Buyer. Such assets Seminole County, Florida (collectively, the "Assets▇▇▇▇▇▇▇ Lawsuit").
(h) shall includeall guarantees, without limitation:warranties, indemnities and similar rights in favor of any and all Sellers;
(i) all of Seller's towersthe rights of any and all Sellers under all contracts, tower equipmentleases, antennascommitments and other agreements (collectively, aboveground the "Contracts"), including, but not limited to, (i) employment, consulting and underground cablesimilar agreements regarding personnel, distribution systems(ii) confidentiality agreements with respect to the Business, headend amplifiersthe Assets or the Assumed Liabilities, line amplifiers, earth satellite receive stations (iii) purchase and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, sale orders for the purchase or sale of services or goods ("Customer Contracts"); (iv) furniture and fixtures, supplies, inventory equipment leases; and other physical assets owned or used by Seller solely in connection with Seller's ownership or operation (v) real estate leases.
(j) all of the Systemgoodwill related to the Business;
(k) all other tangible and intangible assets whatsoever of each Seller used in or related to the Business, except for those specific assets listed as Excluded Assets on Schedule 1.3; and
(l) all assets of the Benefit Plans sponsored or maintained by the Sellers as listed in Schedule 5.1(h). All of such Assets shall be delivered free and clear of any liens, claims, 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 effected by bills of sale, endorsements, assignments, or 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 assign, transfer or convey the Assets to Buyer, or vest ownership of 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 franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission ordinary course of signals business 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;
law with respect to an obligation or liability that is not yet due or delinquent, or (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 liens set forth on behalf of Seller with the Federal Communications Commission (the "FCC") 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 AgreementSchedule 1.1 hereto.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Sources: Purchase and Sale of Assets Agreement (Cotelligent Group Inc)
Assets. (a) The assets Subject to be conveyed to Buyer hereunder shall consist ------ of all 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 Purchaser, and Purchaser shall purchase and acquire from Seller, all right, title and interest of Seller in and to all properties, assets and properties rights of Sellerevery nature, kind and description, tangible and intangible (including goodwill), whether realaccrued, personalcontingent or otherwise, tangible that relate to or intangible, of whatever description and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely held for use in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Business (collectively, the "“Assets") shall include”), including without limitationlimitation the following Assets:
(ia) all cash and cash equivalents 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 as of the SystemClosing Date;
(iib) the franchisesall computer hardware, leasesfurniture, agreementsfurnishings, permitsvehicles, consentsequipment, licenses machinery 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 Systemtangible personal property;
(iiic) subject to Section 1.3, all rights under the real property owned and used solely in connection with Contracts listed on Schedule I (the System“Included Contracts”);
(ivd) 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 payment rights and other advertising, or related materials developed by or for Seller and intended for use intangible assets (including goodwill) with respect to customer relationships that are not embodied in connection with the System;
complete written Contracts (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 behalf of Seller with the Federal Communications Commission (the "FCC") 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, it being understood that Seller an expired Contract 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 a complete written Contract for purposes of this Agreement.Section 1.1(d));
(be) The following properties all rights in Intellectual Property now in existence or under development, including all licenses and assets relating rights to use or practice such Intellectual Property, and all goodwill represented thereby and pertaining thereto;
(f) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items (other than as provided in Section 1.2(c));
(g) all notes and accounts receivable (in all cases, whether or not billed) and the System benefit of any security therefor;
(h) except for the Book and its business operations shall be retained by 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 shall not be sold, assigned or transferred to BuyerRecords;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Dateextent their transfer is permitted by applicable Law, all Governmental Approvals, including without limitation, fees paid to the United States Copyright Officeall applications therefor; and
(ivj) assets disposed all causes of in action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the normal course Assets or the Assumed Liabilities. At the Closing, the Assets shall be transferred or otherwise conveyed to Purchaser free and clear of business or all Liens excepting only Permitted Exceptions. [***] [***] Confidential treatment requested. Omitted portions have been filed separately with the written consent of Buyer between the date hereof Securities and the Closing DateExchange Commission.
Appears in 1 contract
Assets. On the Closing Date (aas hereinafter defined) The assets and subject to be conveyed the terms and conditions of this Agreement, Buyer agrees to Buyer hereunder shall consist ------ of purchase and Seller agrees to sell all of the assets assets, properties, interests and properties rights of Seller, whether real, real and personal, tangible or and intangible, of whatever description and wherever located, now owned or used leased by Seller solely in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely held for use in connection with Seller's ownership or operation the business of Seller including, but not limited to, all the following: All of the System shall pass items set forth on Exhibit A attached hereto, and all right, title and interest in and to Buyer. Such all of the other assets (collectivelyof the Company, including, but not limited to, all of the "Assets") shall include, without limitationCompany's:
(ia) all of Seller's towersreal property, tower equipmentleaseholds and subleaseholds therein, antennasimprovements, aboveground fixtures and underground cablefittings thereon, 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 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 Systemappurtenances thereto;
(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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties tangible personal property (such as machinery, equipment, inventories of materials and assets relating supplies, goods or works in process and finished goods, and furniture);
(c) intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions including the right to the System name "Safe Travel Care" and its business operations shall be retained by Seller any other names;
(d) leases, subleases and shall rights thereunder;
(e) the asset value or benefit of the agreements, contracts, indentures, mortgages, instruments, guaranties, and other similar arrangements and rights thereunder, set forth on Exhibit B attached hereto (but not be soldincluding any rights under contracts not being assumed hereunder,(the"Assumed Contracts");
(f) accounts, assigned or transferred to Buyernotes and other receivables;
(g) securities;
(h) claims, deposits, prepayments, refunds, cause of action, rights of recovery, rights of set off and rights of recoupment;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies franchises, approvals, certificates, variances, and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Officesimilar rights; and
(ivj) assets 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 Assumed Contracts set forth on Exhibit B attached hereto), tangible and intangible personal property disposed of or consumed in the normal ordinary course of business or with from the written consent date of Buyer this Agreement until the Closing Date. The assets conveyed (the "Assets") will include all replacements and additions thereto between the date hereof of this Agreement and the date on which the transactions contemplated hereby are consummated (the "Closing Date"). Seller agrees that it shall convey the Assets to Buyer free and clear of all liens, encumbrances and debts of any kind except to the extent expressly assumed by Buyer.
Appears in 1 contract
Assets. (a) The assets Upon the terms and subject to be conveyed the conditions set forth herein, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer hereunder shall consist ------ of at Closing (as hereinafter defined), all of Seller's assets, properties and rights of every kind and description used or useful in connection with the assets and properties of SellerBusiness, whether real, personal, tangible or intangible, real, personal or mixed, wherever located and whether or not recorded on the books and records of whatever description and wherever locatedSeller, now owned or used by Seller solely in connection with Seller's ownership or operation of as the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to same shall exist on the Closing Date, to the end that all of Seller's assets owned on the Closing Date which are used or owned solely except those identified in connection with Seller's ownership or operation of the System shall pass to Buyer. Such assets Section 1.2 hereof (collectively, the "Assets") shall include), including, without limitation:
: (i) all inventory, materials, supplies and work in process ("Inventory"); (ii) all accounts receivable existing as of Seller's towersJanuary 1, tower 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, antennas, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, including all motor vehicles, office equipment, trucks and fork lifts ("Machinery and Equipment"); (iv) all furniture and fixtures, supplies, inventory including trade fixtures and leasehold improvements ("Furniture and Fixtures") and all other physical assets owned or used by Seller solely in connection with Seller's ownership or operation of tangible personal property relating to the System;
(ii) the 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;
Business; (v) all engineering recordspatents, filestrademarks, datacopyrights, drawings, blueprints, schematics, maps, reports, lists service marks 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Datetrade names, including without limitation, fees paid the name of "USA Lights" (the "Intellectual Property"); (vi) all trade secrets, processes and know-how, mailing lists, customer lists, vendor lists, telephone numbers, goodwill and proprietary information relating to the United States Copyright OfficeBusiness as a going concern; and
(ivvii) all rights 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 any offers, bids or commitments obligating Seller to enter into any of the above (the "Contracts") which Buyer elects to assume; (viii) all licenses, permits, licensing approvals and notifications, governmental or otherwise (to the extent transferable), including all state and federal environmental licenses and permits and all other intangible assets disposed relating to the Business; (ix) the sum of $18,000 plus any and all other sums on deposit in the normal course reserve fund maintained at Richfield Bank & Trust (the "Reserve Fund"); (x) any and all distribution rights in lamp processing and mercury retorting equipment; (xi) all computer systems and computer software relating to the Business; and (xii) all of business or with the written consent of Buyer between the date hereof and the Closing Datethose assets set forth on Exhibit A-1 attached hereto.
Appears in 1 contract
Sources: Asset Purchase Agreement (Mercury Waste Solutions Inc)
Assets. (a) The assets assets, properties and business of Seller to be conveyed sold, conveyed, transferred and delivered by Seller to Buyer hereunder shall consist ------ of 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, on the Closing Date (as hereinafter defined), Seller will sell, convey, transfer and deliver to Buyer, and Buyer will purchase from Seller, with the exceptions described below, all of the tangible and intangible assets and properties of Seller, whether real, personal, tangible or intangible, of whatever description as the same shall exist on the Closing Date and wherever located, now owned or used by Seller solely in connection with Seller's ownership or operation of including without limitation the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that 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") shall include, without limitationAssets described below:
(i) all tangible personal property 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 Systemexcept as set forth on Schedule 1.01(a)(i) attached hereto;
(ii) the franchisesall intellectual property of Seller, 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 Systemexcept as set forth on Schedule 1.01(a)(ii) attached hereto;
(iii) the real property owned all inventory, including supplies, raw materials and used solely work in connection with the Systemprocess and finished goods;
(iv) all accounts receivable of Seller arising in connection with the Systemreceivable;
(v) all engineering recordsof Seller’s customer relationships, files, data, drawings, blueprints, schematics, maps, reports, lists outstanding customer orders and plans goodwill and processes owned or developed by or for Seller Seller’s right to own and intended for use in connection with the Systemoperate its Business;
(vi) all promotional graphics, original art work, mats, plates, negatives buildings and other advertising, or related materials developed by or for Seller and intended for use in connection with the Systemland;
(vii) all of Seller's correspondence files, lists, records rights in all business telephone numbers 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 behalf of Seller with the Federal Communications Commission (the "FCC") internet sites used in connection with the System business and any Statements in the corporate name, trademark and trade name “Green Tech Products” and “National Playground Compliance Group” and to the goodwill represented thereby and pertaining thereto;
(viii) all of Account Seller’s licenses, permits, approvals and 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 account and other records pertaining to the System filed by Assets or on behalf of Seller with the united States Copyright Office Business which are used in connection with the System; provided howeverAssets or the Business, 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) The following properties and assets including records relating to the System current employees of Seller, client and its business operations shall be retained by Seller customer lists and shall not be soldrecords, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies financial records, and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Dateaccounting records.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenman Technologies Inc)
Assets. For the purposes of this Agreement the term “Assets” shall mean, collectively, the tangible and intangible assets related to the Mixing Bowl Business as specified in Schedule 3.1 (a) The assets to be conveyed to Buyer hereunder shall consist ------ of and all of the assets tangible and intangible assets, rights, interests and properties of Sellerevery 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”), including, without limitation, all of the following as the same may exist on the Closing Date:
(a) all items of inventory, including, without limitation, all raw materials, work-in-progress and finished goods;
(b) all 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 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 realpatentable or not, personaland registrations thereof and applications therefor related to the Businesses, tangible 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, assigned and transferred, the “Rights”);
(d) subject to Section 3.5 hereof, all licenses, permits, certificates, authorizations, approvals, registrations and qualifications necessary for the operation 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 intangiblepromotional literature, of whatever description payroll tax, social security and wherever locatedother employee wage and benefit records, now owned operating data and other data or information associated with, used by Seller solely or employed in connection with Seller's ownership or operation the Businesses (all of which are collectively referred to hereinafter as “Books and Records”); 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 System, except those items excluded pursuant date hereof;
(f) subject to subparagraph 2(b) Section 3.5 hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned on ACF’s right, title and interest in the Closing Date which are used or owned solely contracts, leases, agreements and orders included in connection with Seller's ownership or operation the Assumed Liabilities (as defined in Section 4.1);
(g) all interests in and rights to all of the System shall pass to Buyer. Such assets land and other interests in real estate, buildings, facilities, plants and improvements owned or leased, subleased or otherwise, used in the conduct of the Railcar Business, together with all buildings, fixtures and appurtenances, all interests therein and rights thereto;
(collectivelyh) all accounts, notes and other receivables (whether current or noncurrent) of the "Assets") shall include, without limitation:Businesses;
(i) all shades of Seller's towerscapital stock of ACF’s subsidiary Shippers C▇▇▇ Line, tower equipmentInc.;
(j) all other tangible or intangible, antennasreal, 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 personal or mixed property used by Seller solely ACF in connection with Seller's ownership or the operation of the System;
(ii) the 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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 AgreementRailcar Business.
(b) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights and interest in and to any refunds for Federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date, including without limitation, fees paid to the United States Copyright Office; and
(iv) assets disposed of in the normal course of business or with the written consent of Buyer between the date hereof and the Closing Date.
Appears in 1 contract
Sources: Asset Transfer Agreement (American Railcar Industries, Inc.)
Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing (a) The assets to be conveyed as hereinafter defined), and in reliance upon the covenants, representations and warranties of Buyer, Seller will sell, assign, convey, transfer and deliver to Buyer hereunder shall consist ------ free and clear of all Liens (as such term is hereinafter defined in Section 4.9) other than Permitted Liens (as such term is hereinafter defined in Section 4.9), and, in reliance upon the covenants, representations and warranties of the assets IHS and properties Seller, Buyer will purchase, acquire and accept from Seller, all of Seller's assets, properties and rights of every kind and description, wherever located, whether real, personal, tangible or intangible, of whatever description and wherever locatedreal, now owned personal or used by Seller solely mixed, as in connection with Seller's ownership or operation of the System, except those items excluded pursuant to subparagraph 2(b) hereof, but including all additions made to the Closing Date, to the end that all of Seller's assets owned existence 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 (as hereinafter defined) (collectively, the "Assets") shall include), including, without limitation, the following assets of Seller:
(ia) all of Seller's towersright, 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 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 behalf of Seller with the Federal Communications Commission (the "FCC") 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) The following properties and assets relating to the System and its business operations shall be retained by Seller and shall not be sold, assigned or transferred to Buyer;
(i) cash or cash equivalents on hand or in banks;
(ii) insurance policies and rights and claims thereunder;
(iii) all claims, rights title and interest in and to any refunds for Federalreal property owned in fee (the "Owned Real Property"), state together with all buildings and improvements thereon, and all rights, privileges, permits and easements appurtenant thereto;
(b) all of Seller's right, title and interest in and to any and all leasehold estates (the "Real Property Leases") in land, facilities and real property improvements (whether owned or local income leased) (the "Leased Real Property") together with all rights, privileges and easements appurtenant thereto;
(c) all accounts, loans and notes receivable, the proceeds collected from any Non-Assignable Receivables (as hereinafter defined in Section 1.2(k)), advances, performance and surety bonds and letters of credit or other taxes or fees similar instruments in favor of any nature whatsoever for periods prior to the Closing DateSeller;
(d) all inventory and supplies, including including, without limitation, fees paid all useable and saleable items of pharmaceutical product inventory, including controlled substances, dangerous drugs and prescription files, and all office supplies, contents and other packaging materials;
(e) all machinery and equipment, including, without limitation, all pharmacy equipment, medication and treatment carts, emergency boxes, convenient boxes, automated dispensing cabinets, facsimile machines, computers and computer hardware and software, furniture and fixtures, motor vehicles, repair parts and tools, together with any rights, claims and interests arising out of maintenance or service contracts relating thereto or the breach of any express or implied warranties by the manufacturers or sellers of any such assets or any component part thereof;
(f) all of Seller's right, title and interest in and to each joint venture or partnership to which Seller is a party, together with all of Seller's right, title and interest in and to all joint venture or partnership agreements that govern each such joint venture or partnership;
(g) all books, records and other data in whatever form maintained, including, without limitation, payroll, personnel and other employee records;
(h) all Contracts (as hereinafter defined in Section 4.6), and all other contracts, leases and commitments, including, without limitation, all rights to receive payments for products sold or services rendered pursuant to Contracts and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder;
(i) all certificates of need, accreditations, registrations, licenses, permits and other consents or approvals of Governmental Authorities (as hereinafter defined in Section 4.4) or accreditation organizations, to the United States Copyright Officeextent permitted by applicable Governmental Requirements (as hereinafter defined in Section 4.4) to be transferred;
(j) all Intellectual Property, as defined in Section 4.21, (including, without limitation, the name "National Institutional Pharmacy Services, Inc." and "NIPSI") and customer and supplier lists;
(k) all goodwill relating to the Business;
(l) all credits and prepaid expenses, taxes (other than income taxes) and deposits; and
(ivm) assets disposed all causes of action, choses in action, lawsuits, judgments, claims, rights under express or implied warranties, guarantees, indemnities and similar rights in favor of Seller, rights of recovery, rights of set-off, rights of subrogation and all other rights and demands of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise. Notwithstanding the normal course of business foregoing or with anything else to the written consent of Buyer between contrary contained in this Agreement, the date hereof and Assets shall not include the Closing DateExcluded Assets as defined in Section 1.2 below.
Appears in 1 contract