Purchase and Sale of Acquired Assets Clause Samples
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Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):
(a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”);
(b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”);
(c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5;
(d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”);
(e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal p...
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, including Section 2.4(b), (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, convey, transfer and deliver to Buyer or its designees at and as of the Initial Closing (or, if applicable, any Subsequent Closing), the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer shall pay the Adjusted Purchase Price applicable to the Acquired Assets in accordance with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Date.
Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing, for the consideration specified below in this Section 2.
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and the Buyer shall purchase and accept from the Seller, all right, title and interest in and to all of the Acquired Assets, free and clear of all Liens except for Permitted Liens.
Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, assign and deliver to Buyer, at the Closing, the Acquired Assets, for the consideration specified in Section 2.3 below, free and clear of any liens or security interests.
Purchase and Sale of Acquired Assets. At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers agree to sell to Buyer, and Buyer agrees to buy from Sellers, free and clear of all Encumbrances except Permitted Encumbrances, all right, title and interest in and to all of the assets that relate to, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as currently conducted and as currently proposed by Sellers to be conducted without giving effect to the transactions contemplated by this Agreement (the “Acquired Assets”), including the following with respect to each Seller (but excluding the Excluded Assets):
(a) leasehold interests in all of the real property leased or otherwise used or occupied by Seller, including the Real Property listed on Schedule 3.10, including all improvements and fixtures thereon and all rights and easements appurtenant thereto;
(b) all equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “Tangible Personal Property”);
(c) all (i) accounts receivable and other rights to payment from customers of Seller for goods sold or services rendered and the full benefit of all security for such accounts or rights to payment, (ii) other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (iii) Seller’s rights related to any of the foregoing;
(d) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset, including rights relating to the prior payment of Taxes and interest payable with respect to any of the foregoing;
(e) all (i) Contracts to which Seller is a party or a third party beneficiary, including Contracts that are included in the other items listed in this Section 2.1(e), Contracts under which Seller has rights with respect to any of the other Acquired Assets and Contracts listed on Schedule 3.14, but not including the Excluded Contracts, (ii) outstanding offers or solicitations made by or to Selle...
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, Buyer will purchase the Acquired Assets from Seller, and Seller will sell, transfer, assign and deliver the Acquired Assets to Buyer, free and clear of all Liens (other than Permitted Liens) and Debt at the Closing.
Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause each other Seller Entity to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, assume, acquire and accept from each Seller Entity, in each case free and clear of all Encumbrances (other than Permitted Encumbrances), all of such Seller Entity’s right, title and interest in, to and under the following assets, properties and rights (collectively, the “Acquired Assets”):
(a) the furniture, equipment, medical supplies, and other tangible personal property located in the patient service centers listed on Schedule 2.01(a)(i), (the “Transferring PSCs”), and such other tangible assets listed on Schedule 2.01(a)(ii) (collectively, those items in (i)–(ii), the “Tangible Assets”);
(b) all inventory and supplies owned by a Seller Entity to the extent related exclusively to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs;
(c) (i) the Customer Contracts listed on Schedule 2.01(c)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01(c)(iii) (the Customers on Schedule 2.01(c)(i), 2.01(c)(ii) and 2.01(c)(iii) collectively, the “Customer List”);
(d) the leases pursuant to which a Seller Entity has rights to any of the Tangible Assets, each of which is set forth on Schedule 2.01(d) (the “Assigned Equipment Leases”);
(e) the Real Property Leases set forth on Schedule 2.01(e);
(f) such other Contracts of a Seller Entity set forth on Schedule 2.01(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leases, the “Assigned Contracts”);
(g) copies or originals of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case relating exclusively to the Business, but excluding all Patient Records and all Legal Communications (such information being referred to as the “Assigned Business Records”...
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing:
Purchase and Sale of Acquired Assets. At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.