Included Assets. Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Article 2 below), the Company does hereby sell, transfer, convey and deliver to Purchaser, and Purchaser does hereby purchase and accept from the Company, all of the assets described herein: (i) all of the Company's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Company dental business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement; (ii) all of the Company's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs 2 and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Company dental business; (iii) all of the Company's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business to the extent of the Company's interest therein; (iv) all of the Company's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental business; (v) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company shall provide true and accurate copies of the same to Purchaser at the Closing; (vi) all rights of the Company under the contracts, agreements and powers of attorney relating to the Company dental business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) all of the Company's title and interest in and to any and all of the databases used in the Company dental business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Company dental business; (viii) all of the Company's right, title and interest in accounts receivable and payments for services rendered prior to the Closing relating to the Company dental business (collectively, the "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes; (ix) all of the Company's right, title interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Company dental business together with the Company's right, title and interest in all leasehold improvements; (x) all of the Company's right, title and interest to the leased personal property as described in Section 1.1(a)(x) of the Disclosure Schedule (including, without limitation, all of the Company's right, title and interest under capital leases), and including all options to purchase leased personal property relating to the Company dental business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule; (xi) all of the Company's right, title and interest in and to the non-professional goodwill and going concern value related to the Company dental business including, but 3 not limited to, the exclusive right to use the name "Press Family Dental" in the San Antonio area and all associated logos as all or part of a trade or corporate name or otherwise, telephone numbers and any other intangible assets; (xii) all prepaid expenses, advances and deposits of the Company; (xiii) cash and cash equivalents in the aggregate amount of $135,000.00 (the "Required Cash Amount"); and (xiv) all of the Company's other assets and property rights of every kind and nature, tangible or intangible, owned or leased, relating to the Company dental business, including without limitation all assets shown on the Base Balance Sheet (as defined in Section 4.6(a)), other than any such assets disposed of in the ordinary course of the Company's business and in a manner consistent with the terms of this Agreement since the date of the Base Balance Sheet and also not including the Excluded Assets (as defined below). The assets, property and business to be acquired by Purchaser under this Agreement, subject to Section 1.1(b), are hereinafter referred to collectively as the "Acquired Assets."
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Included Assets. Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Article 2 below), the Company Seller does hereby sell, transfer, convey and deliver to Purchaser, and Purchaser does hereby purchase and accept from the CompanySeller, all of the assets described herein:
(i1) all of the CompanySeller's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Company dental businessSeller's Dental Business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement;
(ii2) all of the CompanySeller's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs 2 and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Company dental businessSeller's Dental Business;
(iii3) all of the CompanySeller's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business Seller's Dental Business to the extent of the CompanySeller's interest therein, except for the network communication equipment listed on Section 1.1(a)(iii) of the Disclosure Schedule;
(iv4) all of the CompanySeller's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental businessSeller's Dental Business;
(v5) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental businessSeller's Dental Business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company Seller shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company Seller shall provide true and accurate copies of the same to Purchaser at the Closing;
(vi6) all rights of the Company Seller under the contracts, agreements and powers of attorney relating to the Company dental business Seller's Dental Business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(vii7) all of the CompanySeller's title and interest in and to any and all of the databases used in the Company dental business Seller's Dental Business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Company dental businessSeller's Dental Business to the extent that software licenses are transferable and source code accessible; provided, however, that to the extent that the necessary licenses cannot be assigned by Seller to Purchaser and Purchaser continues to use such software, Purchaser shall make such Software licensing arrangements as may be necessary to continue to use any Software on personal computers acquired by Purchaser pursuant to this Agreement;
(viii) 8) all of the CompanySeller's right, title and interest in and to accounts receivable and payments for services rendered prior to the Closing relating to the Company dental business Seller's Dental Business (collectively, the "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes;
(ix9) all of the CompanySeller's right, title and interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Company dental business Seller's Dental Business together with the CompanySeller's right, title and interest in all leasehold improvements;
(x10) all of the CompanySeller's right, title and interest in and to the leased personal property relating to the Seller's Dental Business as described in Section 1.1(a)(x) of the Disclosure Schedule (including, without limitation, all of the CompanySeller's right, title and interest under capital leases), and including all options to purchase leased personal property relating to the Company dental businessSeller's Dental Business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule;
(xi11) all of the CompanySeller's right, title and interest in and to the non-professional goodwill and going concern value related to the Company dental business Seller's Dental Business including, but 3 not limited to, the exclusive right to use the name "Press Family DentalTalb▇▇▇ ▇▇▇tal Group" in the San Antonio area and all associated logos as all or part of a trade or corporate name or otherwiseotherwise (for a maximum period of twelve (12) months following the Effective Date), telephone numbers and any other intangible assets;
(xii12) all prepaid expenses, advances and deposits of the Company;
(xiii) cash and cash equivalents in the aggregate amount of $135,000.00 (the "Required Cash Amount"); and
(xiv) all of the Company's other assets and property rights of every kind and nature, tangible or intangible, owned or leased, Seller relating to the Company dental business, including without limitation all assets shown on the Base Balance Sheet (as defined in Section 4.6(a)), other than any such assets disposed of in the ordinary course of the CompanySeller's business and in a manner consistent with the terms of this Agreement since the date of the Base Balance Sheet and also not including the Excluded Assets (as defined below). The assets, property and business to be acquired by Purchaser under this Agreement, subject to Section 1.1(b), are hereinafter referred to collectively as the "Acquired Assets."Dental Business; and
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Included Assets. Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Article 2 below), the Company does hereby sell, transfer, convey and deliver to Purchaser, and Purchaser does hereby purchase and accept from the Company, The Assets shall include all of the assets right, title and interest of Seller in and to the following assets, properties and rights as of the Closing Date (but excluding the Excluded Assets):
(a) all Accounts;
(b) all Inventory and Obsolete Inventory;
(c) all prepaid expenses;
(d) all security deposits;
(e) all Fixed Assets, including the Fixed Assets set forth on Schedule 3.17 attached hereto;
(f) all rights of Seller under Contracts (such Contracts collectively, the “Assigned Contracts”), including the Contracts listed and described herein:on Schedule 3.16 attached hereto;
(g) all Intellectual Property, including the Intellectual Property set forth on Schedule 3.11(a) attached hereto;
(h) all Intangible Assets, including the Intangible Assets set forth on Schedule 3.11(b) attached hereto;
(i) all rights of Seller under all Permits, including the Company's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Company dental business, as described Permits set forth on Section 1.1(a)(iSchedule 3.20(a) of the Disclosure Schedule attached to this Agreementhereto;
(iij) all Certifications, including the Certifications set forth on Schedule 3.20(b) attached hereto;
(k) all of the Company's supplier Seller’s documents, files, records, lists and vendor listscorrespondence, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedulewherever located, and all recordsin whatever medium, whether hard copy, electronic or otherwise, including all of Seller’s purchase, marketing and sales records, documentscustomer and supplier records and lists, written customer data, production records, pricing and cost information, computer tapesmanuals, programs 2 business and files concerning pastmarketing plans and proposals, present trade secrets, and future dealings any confidential information (whether such confidential information has been reduced to writing or is in electronic format or otherwise);
(l) all of Seller’s rights and arrangements with choses in action, including all rights under express or implied warranties from suppliers and vendors relating and all rights to the Company dental businessreceive insurance proceeds;
(iiim) all technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and other know-how;
(n) all of Seller’s goodwill associated with the Company's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business to the extent of the Company's interest thereinBusiness;
(ivo) all of the Company's rights to use all of the trademarks, service marks, trade names, copyrights, patents Seller’s Books and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental business;
(v) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company shall provide true and accurate copies of the same to Purchaser at the Closing;
(vi) all rights of the Company under the contracts, agreements and powers of attorney relating to the Company dental business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(vii) all of the Company's title and interest in and to any and all of the databases used in the Company dental business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Company dental business;
(viii) all of the Company's right, title and interest in accounts receivable and payments for services rendered prior to the Closing relating to the Company dental business (collectively, the "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes;
(ix) all of the Company's right, title interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Company dental business together with the Company's right, title and interest in all leasehold improvements;
(x) all of the Company's right, title and interest to the leased personal property as described in Section 1.1(a)(x) of the Disclosure Schedule (including, without limitation, all of the Company's right, title and interest under capital leases), and including all options to purchase leased personal property relating to the Company dental business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule;
(xi) all of the Company's right, title and interest in and to the non-professional goodwill and going concern value related to the Company dental business including, but 3 not limited to, the exclusive right to use the name "Press Family Dental" in the San Antonio area and all associated logos as all or part of a trade or corporate name or otherwise, telephone numbers and any other intangible assets;
(xii) all prepaid expenses, advances and deposits of the Company;
(xiii) cash and cash equivalents in the aggregate amount of $135,000.00 (the "Required Cash Amount")Records; and
(xivp) all of the Company's other assets tangible and property intangible assets, properties and rights of every kind and nature, tangible or intangible, owned or leased, relating to the Company dental business, including without limitation all assets shown on the Base Balance Sheet (as defined in Section 4.6(a)), other than any such assets disposed of in the ordinary course of the Company's business and in a manner consistent with the terms of this Agreement since the date of the Base Balance Sheet and also not including the Excluded Assets (as defined below). The assets, property and business to be acquired by Purchaser under this Agreement, subject to Section 1.1(b), are hereinafter referred to collectively as the "Acquired AssetsSeller."
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Included Assets. Subject to On the terms and subject to the conditions hereof and set forth in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Article 2 below)this Agreement, the Company does hereby agrees to sell, transferassign, convey transfer and deliver to PurchaserPurchaser on the "Closing Date" (as hereinafter defined), and Purchaser does hereby agrees to purchase and accept from the CompanyCompany on the Closing Date, all of the assets described herein:
(i) all of the Company's tangible personal propertyrights, furniture, fixtures, equipment, machines, inventories, raw materials, tools title and supplies used in the Company dental business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement;
(ii) all of the Company's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs 2 and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Company dental business;
(iii) all of the Company's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business to the extent of the Company's interest therein;
(iv) all of the Company's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental business;
(v) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company shall provide true and accurate copies of the same to Purchaser at the Closing;
(vi) all rights of the Company under the contracts, agreements and powers of attorney relating to the Company dental business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(vii) all of the Company's title and interest in and to any and all assets owned by the Company on the Closing Date, other than the assets described in Section 1.1(b) hereof. The assets being transferred by the Company to Purchaser hereunder (such assets being hereinafter collectively referred to as the "Assets") shall include all the assets (other than the assets described in Section 1.1(b) hereof) of every kind, nature and description whatsoever, whether real, personal or mixed, tangible or intangible, and wherever situated, which are owned by the Company on the Closing Date, and shall include, without limitation:
(i) All cash, cash equivalents, marketable securities, accounts receivable and prepaid expenses of the databases used in the Company dental business and all software, source code, documentation, manual and computer processes (collectively, the "Software"), whether owned or licensed, including without limitation, all proprietary software used in the Company dental businessCompany;
(viiiii) all All notes receivable, deposits and advances of the Company;
(iii) All finished products, work-in-process, raw materials, spare parts, stores and supplies, and other inventory items;
(iv) All machinery, equipment, business machines, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property of the Company of every kind utilized in connection with the operations of the Company's business, whether or not carried on the Company's books;
(v) All right, title and interest of the Company in accounts receivable and payments for services rendered prior to the Closing all contracts, agreements, or other instruments relating to the Company dental business (collectively, the "Accounts Receivable"), Section 1.1(a)(viii) of the Disclosure Schedule hereto setting forth the aggregate amount thereof with aging data, and including any and all trade installment notes;
(ix) all of the Company's rightbusiness, title interest in and to the real property leases listed in Section 1.1(a)(ix) of the Disclosure Schedule attached hereto relating to the Company dental business together with the Company's right, title and interest in all leasehold improvements;
(x) all of the Company's right, title and interest to the leased personal property as described in Section 1.1(a)(x) of the Disclosure Schedule (including, without limitation, all contracts listed on Schedule 3.21 hereto, any purchase orders for machinery, equipment, inventory, supplies and all other items, and all sales contracts, broker agreements, leases of real and personal property and licenses;
(vi) All books and records, customer lists, customer credit information, technical data, sales literature, correspondence and computer printouts;
(vii) All patents, copyrights, know-how, technical documentation, trade secrets, trademarks and trade names (and all applications therefor) owned by the Company, including, without limitation, those set forth on Schedule 3.20 hereto;
(viii) All other rights of the Company with respect to any patents, copyrights, know-how, technical documentation, trade secrets, trademarks and tradenames; and
(ix) All other intangibles of any kind or description, wherever located , that are carried on the books of the Company or which are owned by the Company and utilized in the operations of the Company's right, title and interest under capital leases), and including all options to purchase leased personal property relating to the Company dental business, as set forth in Section 1.1(a)(x) of the Disclosure Schedule;
(xi) all of the Company's right, title and interest in and to the non-professional goodwill and going concern value related to the Company dental business including, but 3 not limited to, the exclusive right to use the name "Press Family Dental" in the San Antonio area and all associated logos as all or part of a trade or corporate name or otherwise, telephone numbers and any other intangible assets;
(xii) all prepaid expenses, advances and deposits of the Company;
(xiii) cash and cash equivalents in the aggregate amount of $135,000.00 (the "Required Cash Amount"); and
(xiv) all of the Company's other assets and property rights of every kind and nature, tangible or intangible, owned or leased, relating to the Company dental business, including without limitation all assets shown on the Base Balance Sheet (as defined in Section 4.6(a)), other than any such assets disposed of in the ordinary course of the Company's business and in a manner consistent with the terms of this Agreement since the date of the Base Balance Sheet and also not including the Excluded Assets (as defined below). The assets, property and business to be acquired by Purchaser under this Agreement, subject to Section 1.1(b), are hereinafter referred to collectively as the "Acquired Assets."
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