Description of Purchased Assets Sample Clauses
The 'Description of Purchased Assets' clause defines exactly which assets are being transferred from the seller to the buyer in a transaction. It typically lists or categorizes the assets, such as inventory, equipment, intellectual property, or customer contracts, and may reference attached schedules for detailed breakdowns. By clearly specifying what is included and excluded from the sale, this clause ensures both parties have a mutual understanding of the transaction's scope and helps prevent future disputes over asset ownership.
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be the type of Asset as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). If there is uncertainty as to the Type of a Purchased Asset, Buyer shall determine the correct Type for such Purchased Asset.
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets consisting of a Purchased Mortgage Loan(s) with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Mortgage Loan shall be the type of Mortgage Loan as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code section 101(47)(A). If there is uncertainty as to the Type of a Purchased Mortgage Loan, Buyer, in its sole and good faith discretion, shall determine the correct Type for such Purchased Mortgage Loan.
Description of Purchased Assets. On the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign, set over and deliver to Buyer on the Closing Date, effective as of the Effective Time (as said terms are defined in Section 4.2 hereof) all of the assets, whether tangible or intangible, utilized by or in connection with, or produced by, the Acquired Business and owned by Seller including but not limited to the following specified assets, regardless of where such assets are located:
(a) the exclusive ownership of and right to use all tradenames, trademarks, service marks, trade dress, copyrights and applications therefore used in connection with the Acquired Business or otherwise owned or controlled by Seller, including, without limitation, those described in Schedule 1.1(a) hereto, along with the goodwill of the business associated with each of the foregoing;
(b) all inventions, patents, patent rights, applications for patents, production rights, manufacturing rights, reproduction rights, similar rights, trade secrets, know-how, processes, formulae, licenses and designs;
(c) all right, title and interest in the marks and domain names set forth on Schedule 1.1(c) hereto, as well as all right, title and interest, including copyright rights, in the Work or any portion thereof (as hereinafter defined), including the rights to use and/or sell for profit, distribute to third parties, display, perform, digitally transmit, create derivative works from, disassemble, reverse engineer, otherwise claim any ownership rights in or rightful title to the "look and feel" of the Work. For purposes of this Agreement, "Work" is defined as all documents, images, things, work product and works of authorship (all of which may be either electronic or hard copy) that are created by or for Seller, or in which Seller owns a transferable interest, including, without limitation, all website pages and in any software programs, scripts, graphics, animations, controls, user interfaces, database schemes or other tangible or intangible "products" or "information" developed by either Seller or any agent, employee or independent contractor of Seller for purposes related to or used in connection with the Acquired Business ;
(d) all current inventories of raw materials, supplies, purchased parts to be incorporated in finished products, work-in-process and finished products (the "Inventory");
(e) all tooling, molds, machinery, vehicles, tangible personal property, equipment and compute...
Description of Purchased Assets. At the Closing (hereinafter defined), Sellers shall sell and convey (with respect to owned assets) and assign (with respect to leased assets) to Buyer, and Buyer shall purchase and acquire from Sellers, the Purchased Assets, free and clear of any Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, the “Purchased Assets” shall mean all of Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with the operation of the Stores, including, without limitation, the following:
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Buyer Purchased Assets with an Asset Value not less than, on any date of determination, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be one of the types of Purchased Asset as specified in the Transactions Terms Letter as the “Type,” and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). Buyer shall determine, in its sole and absolute discretion. the correct “Type” for such Purchased Asset.
Description of Purchased Assets. The Purchaser will purchase substantially all of the assets (the "Purchased Assets") of the Vendor as at the Closing Date (as herein defined) which are described as listed in Appendix "A", which is attached hereto, and which is considered an integral part of this Agreement. For the avoidance of doubt, the parties hereto understand and agree that the Purchased Assets shall include, but are not limited to, the following:
(a) all the real property owned or leased by the Vendor which shall include, without limitation, all uranium mining leases for the Tex-1 Uranium Project (the "TUP") and the Mt. Lucas Uranium Project (the "MLUP");
(i) the purchase of all of the furniture, fixtures, equipment and fixed assets owned by the Vendor (collectively, the "Owned Assets") as described as listed in Appendix "A-6", which is attached hereto, and which is considered an integral part of this Agreement; and
(ii) the right of the Purchaser to use, during the period of Mt. ▇▇▇▇▇ Reclamation (as herein defined), provided Purchaser shall maintain the lease and rental payments during the period of such use, the leased and rent-to-own equipment controlled by the Vendor (collectively, the "Leased and Rented Assets") as also described as listed in Appendix "A-6";
(c) all rights of the Vendor under all contracts, agreements and leases of whatever nature in respect of the South Texas Mining Venture, LLP (the "STMV"), the TUP and the MLUP, and all equipment leases as listed in Appendix "A"; and
(d) all licenses, permits, approvals, consents, registrations and other authorizations issued to or held by the Vendor in respect of the STMV, the TUP and the MLUP. Any and all assets of the Vendor which are excluded from the Purchased Assets are described as listed in Appendix "A-1", which is attached hereto, and which is considered an integral part of this Agreement.
Description of Purchased Assets. On the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign, set over and deliver to Buyer on the Closing Date (as defined in Section 3.3), and Buyer agrees to purchase and accept, all of the right, title and interest in and to the assets, properties and interests (except the Retained Assets described and defined in Section 1.2), real, personal or mixed, tangible and intangible, of every kind, nature and description, located on the Real Property (as defined herein below), including, but not limited to, the following:
(i) The Seller's interest in the Lease and the leasehold interest in the Lease (the "Leasehold Interest") and all rights related thereto, including, but not limited to, the land, building and improvements related to such Lease, [RFA/JD] Hemingway, South Carolina which land is more particularly described in Exhibit 1.1(i) (collectively, the "Real Property");
(ii) The Seller's interest in the FILOT Agreements and all rights related thereto;
(iii) All equipment, furniture, fixtures, computers and computer related hardware, leasehold improvements and all fixed or tangible assets of any nature located on or about the Real Property (the "Personal Property");
(iv) Governmental permits, registrations and licenses related to the Purchased Assets (hereinafter defined) to the extent transferable;
(v) All books and records related to the Purchased Assets (specifically excluding all records of Seller which Trustee needs, which records the Trustee shall identify and remove prior to the Closing); and
(vi) [RFA/JD] The assets, Leasehold Interest, FILOT Agreements, properties and rights related thereto of Seller to be sold, conveyed, transferred, assigned, set over and delivered to Buyer at the Closing are hereinafter sometimes collectively called the "Purchased Assets."
Description of Purchased Assets. With respect to each Transaction, Seller shall cause to be maintained with Administrative Agent, on behalf of Buyers, Purchased Assets with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Purchased Asset shall be the type of Asset as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). If there is uncertainty as to the Type of a Purchased Asset, Administrative Agent, on behalf of Buyers, shall determine the correct Type for such Purchased Asset.
Description of Purchased Assets. Except as otherwise provided in Section 1.1, the Purchased Assets sold and purchased pursuant to this Agreement shall be the following:
(a) the machinery and equipment of Seller relating to the Division described in Schedule 1.2(a);
(b) all the inventory of Seller relating to the Division that is located at ▇▇▇▇ ▇▇▇▇▇, Suite 150, Houston, Texas, 77026 on the Closing Date (the "Inventory") and Schedule 1.2(b) reflects the Inventory as of March 14, 2003;
(c) all accounts receivable (including billed and unbilled) of Seller relating to the conduct of the Division (the "Accounts Receivable") and Schedule 1.2(c) reflects the Accounts Receivable as of March 14, 2003;
(d) the Intellectual Property described on Schedule 1.2(d);
(e) all third-party indemnities where Seller is an indemnified party and the proceeds afforded thereby, in each case to the extent relating to the Purchased Assets;
(f) all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset;
(g) the goodwill of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date;
(h) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to any of the Purchased Assets, except to the extent relating to the Excluded Assets;
(i) all books and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, operating manuals, all correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and any other reports, promotional materials, marketing studies, plans and documents prepared by or on behalf of Seller related exclusively to the Division, including data stored electronically, but excluding the books and records of the Division listed as Excluded Assets; and
(j) all work orders or purchase orders related to the Division received by the Business prior to the Closing Date ("Jobs in Progress").
Description of Purchased Assets. The Buyer acknowledges that any descriptions of the Purchased Assets provided by the Seller have been prepared solely for the convenience of prospective buyers and are not warranted to be complete or accurate or correct and that such descriptions do not constitute part of any terms and conditions of sale of the Purchased Assets.