Purchase and Sale of Purchased Assets Sample Clauses

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Parent shall, and shall cause the other Sellers to, sell, convey, assign and transfer to Purchaser or the applicable Purchaser Designated Affiliates, and Purchaser shall or shall cause the applicable Purchaser Designated Affiliates to purchase, acquire and accept, all of Seller Parent’s and its Subsidiaries’ right, title and interest, free and clear of all Liens other than Permitted Liens, as at the Closing in the following (collectively, the “Purchased Assets”): (a) the equity interests in the Conveyed Subsidiaries (collectively, the “Shares”); (b) the real property that is set forth in Section 2.1(b) of the Seller Disclosure Letter (collectively, the “Owned Real Property”) and the Facilities (including the related improvements and fixtures), and all easements and other rights and interests appurtenant thereto; (c) the real property leases, subleases, licenses and occupancy arrangements that are set forth in Section 2.1(c) of the Seller Disclosure Letter (collectively, the “Real Property Leases” and the real property related to such Real Property Leases, the “Leased Real Property”), including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Sellers thereunder; (d) (i) other than Information Systems (which are the subject of clauses (ii) and (iii)), the owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property (A) that is Related to the Business and located at a Facility, except as set forth on Section 2.3(a)(xx) of the Seller Disclosure Letter, or (B) set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, (ii) personal computers and vehicles primarily used by the Transferred Employees in respect of the Business (the assets described in the foregoing clauses (i) and (ii), collectively, the “Equipment”), (iii) Business IT Systems, and (iv) any leases relating to such Equipment or Business IT Systems (the “Equipment Leases”); (e) Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements (i) to which Seller Parent or any of its Subsidiaries is a party and that are related solely to the Business, a Purchased Asset or an Assumed Liability, or (ii) that constitute a Shared Contract, but only the portion of such Shared Contract related to the Business (collectively, the “...

Purchase and Sale of Purchased Assets. In accordance with the provisions of this Agreement and except for the Excluded Assets as set forth in Section 2.2, at the Closing, BGI will sell, convey, assign, transfer and deliver to Mesa, and Mesa will purchase and acquire from BGI, free and clear of all Encumbrances, all right, title and interest of BGI in and to all of the properties and assets of every kind and description, whether real, personal or mixed, tangible or intangible, and wherever located, used or held for use in connection with, necessary for or relating to the Business (collectively, the “Purchased Assets”), including the following: (a) all inventories used or held for use in connection with, or relating to, the Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the production of finished goods, in all cases usable in the production of current, non-obsolete products of the Business (“Inventory”); (b) all rights, including Intellectual Property rights, in and to products sold or leased in connection with, or related to, the Business and all Intellectual Property owned, created, acquired, licensed or used by BGI that is used in connection with or related to the Business at any time prior to and through the Closing Date and all other intangible rights, including all goodwill associated with the Business or the Purchased Assets, including the Intellectual Property set forth on Section 2.1(b) of the Disclosure Schedule; (c) all rights, including Intellectual Property rights, in and to products under research and development in connection with the Business prior to the Closing; (d) all contracts and all rights thereto (including all outstanding offers or solicitations made by or to BGI to enter into any such contract), and any purchase orders, to the extent used in the Business, as listed in Section 4.12(a) of the Disclosure Schedule (collectively, the “Included Contracts”); (e) all machinery, equipment, furniture, furnishings, computer hardware and software, materials, vehicles, tools, dies, molds and other items of tangible personal property of every kind and wherever located, used or held for use in connection with or related to the Business and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof to the extent such warranties (i) are not required by BGI to fulfill its obligations under this Agreement, (ii)...

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller (or such Affiliates), the following (collectively, the “Purchased Assets”), free and clear of any Encumbrances (other than Permitted Encumbrances): (a) (i) all rights and interests of Seller or its Affiliates under the Contracts set forth on Schedule 2.1.1(a)(i) and (ii) those certain rights and interests of Seller or its Affiliates set forth on Schedule 2.1.1(a)(ii) under the Contracts listed on Schedule 2.1.1(a)(ii), in each case ((i) and (ii)), as such Schedule may be updated by Seller not less than two Business Days prior to the Closing Date solely to include rights and interests under any written Contracts relating to the Product Business entered into by Seller prior to the Execution Date, or after the Execution Date in accordance with Section 4.2, in each case, to the extent that Buyer so elects to accept any such Contract in its reasonable discretion or to the extent Buyer had previously consented to Seller entering into such Contract pursuant to Section 4.2.2(d), and in each case, excluding all rights, claims or causes of action (including warranty claims and Accounts Receivable) of Seller thereunder related to products supplied or services provided to Seller prior to the Closing that are not included in the Purchased Assets (the “Purchased Contracts”); (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Schedule 2.1.1(b) from and after the Closing (the “Purchased Regulatory Approvals”); (c) the inventory of cell lines, master cell banks, working cell banks, reference standards, analytical markers and washed inclusion body paste, in each case relating exclusively to the Product; analytical reagents unique to the Product; samples used in stability studies with respect to the Product; released drug substance and work-in-process used exclusively in connection with the Manufacture of the Product; and labeled or unlabeled released filled Product (together with any Product packaging materials thereon), in each case, owned as of the Closing by Seller or any of Seller’s Affiliates that have not been sold to a wholesaler or distributor, including the inventory listed on Schedule 2.1.1(c) (the “Purchased Inventory”); (d) all ...

Purchase and Sale of Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer at the Closing (as hereinafter defined), all of their respective assets and properties of every kind, nature and description, except as provided below, free and clear of all Security Interests (as hereinafter defined) (all of such assets being referred to herein as the "Purchased Assets"), including without limitation the following assets of the Sellers: (a) all accounts receivable and deferred revenue; (b) all cash on hand, if any; (c) all tangible assets, including without limitation machinery and equipment, office equipment, furniture, leasehold improvements, fixtures and other improvements on real estate; (d) all inventories, including without limitation work-in-process, finished goods, raw materials, processing materials, purchased parts and supplies; (e) originals or duplicate copies of all financial, accounting and operating data and records, including without limitation all books, records, notes, sales and sales promotional and marketing data, advertising materials, credit information, cost and pricing information, business plans, projections, reference catalogs, payroll and personnel records and other similar property, rights and information; (f) all Company Intellectual Property (as hereinafter defined), including without limitation all rights in the Company's products entitled SolutionIN (including but not limited to Sales and Marketing Automation and Management, Intranet and Internet Automated Quoting and Proposal Generation, Intranet and Internet Enabled Employer Group and Member Enrollment, Broker/Distribution Channel Management, Fulfillment and Materials Management, NCQA/HEDIS Database Management and Report Preparation, LEGBase Lobbying Management and OpsCenter Priority Management), SolutionAB (Complete Agency Management System) and SolutionRE (CRM system for Reinsurance Carriers) (collectively, the "Seller Products"); (g) all rights (including without limitation the right to receive payment) under all agreements, contracts, licenses, leases, sale orders, purchase orders, open bids and other commitments and arrangements; (h) all guaranties, indemnities, warranties and warranty claims and awards, prepaid expenses, deposits and retentions; and (i) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Sellers with respect to the Business or the Purch...

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, ------------------------------------- on the Closing Date, the Emmis Entities shall sell, transfer, assign, convey and deliver to Buyer and the Buyer shall purchase from the Emmis Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, relating to the Station or the business of the Station (the “Business”) as the same shall exist on the Closing Date (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest of the Emmis Entities in, to and under: (a) All receivables due to the Station pursuant to the Trade Agreements and accounts receivable generated by the Business for periods commencing on the TBA Effective Date and continuing as long as the TBA is in effect, but excluding any amounts payable by Buyer to Emmis Radio in accordance with the TBA; (b) All licenses, permits and other authorizations issued by the FCC for the operation of the Station, including, but not limited to, those listed on Schedule 3.9(b) (the “Station Licenses”), all licenses, permits, permissions and other --------------- authorizations issued by any other governmental agencies to the Emmis Entities for the operation of the Station, the right to use the Station's call letters, and all applications for modification, extension or renewal thereof, and any pending applications for any new licenses, permits, permissions or authorizations pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(b). --------------- (c) The Real Property Leases and any option, right or contract to purchase, lease, possess or occupy real property described in Schedule 3.10(c); ---------------- (d) All machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), advertising and promotional materials, engineering plans, records and data, vehicles, furniture and other personal property owned by the Emmis Entities used in or relating to the Station or the Business, including, without limitation, the items listed or referred to i...

Purchase and Sale of Purchased Assets. At the Closing Time, on and subject to the terms and conditions of this Agreement and the Approval and Vesting Order, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, all of the Vendor’s right, title and interest in and to the Purchased Assets, which shall be free and clear of all Encumbrances, to the extent and as provided for in the Approval and Vesting Order.

Purchase and Sale of Purchased Assets. (a) Subject to the terms and conditions of this Agreement, the Purchaser shall acquire at the Closing, and the Seller shall grant, sell, convey, assign, transfer and deliver to the Purchaser at the Closing, free and clear of any mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or other charge (collectively, “Liens”), all of the assets, properties, business, goodwill and rights of every kind, and description, real, personal and mixed, tangible and intangible, owned by the Seller wherever situated on the Closing Date, other than the Excluded Assets (the “Purchased Assets”), including the following: (i) all inventory; (ii) all fixed assets, furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment; (iii) all records with respect to suppliers, employees and other aspects of the Business; provided, however, to the extent the Seller is required to retain originals of such records to comply with applicable Laws, such originals shall not be included within the Purchased Assets but the Seller shall provide the Purchaser with copies thereof; (iv) all confidential or proprietary information of the Seller or any of its Affiliates that is used in the Business; (v) all telephone numbers and facsimile numbers currently used in the Business; (vi) all manufacturing, warehouse and office supplies; (vii) all rights under any contracts set forth on Schedule 1.1(a)(vii) (the “Assumed Contracts”), and any deposits or other rights pertaining thereto; (viii) all claims against third parties existing as of the Closing Date, whether or not arising under the Material Contracts; (ix) all rights under any Permits; (x) all rights related to any prepaid expenses to the extent related to the Assumed Liabilities; (xi) all the assets of the Seller, whether or not otherwise described in this Section 1.1(a), as set forth on the balance sheet of the Seller as of March 31, 2014, other than the Excluded Assets; (xii) all rights to any trademarks, tradenames or other Intellectual Property owned or used by the Seller, including the name “Capstone Performance Systems” and any derivation thereof; (xiii) all accounts receivable related to services performed on or after April 1, 2014 (“Purchased Accounts Receivable”); and (xiv) all rights under any insurance policies or Assumed Contracts to the extent such proceeds arise from or relate to the Purchased Assets or Assumed Liabilities. (b) Notwithstanding the foreg...

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall (and shall cause its Affiliates to) sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Acquisition Co., and the Acquisition Co. shall purchase from the Seller, free and clear of all Encumbrances, all of the Seller's (and its Affiliates') right, title and interest in, to and under all of the assets, properties, and business of every kind and description and wherever located, whether tangible or intangible and whether now existing or hereafter acquired, directly or indirectly owned by the Seller (or any of its Affiliates) or to which the Seller (or any of its Affiliates) is directly or indirectly entitled and, in any case, belonging to, or used or intended to be used in, the Equipment as described below, and any goodwill related to any of the foregoing (the assets to be purchased by the Acquisition Co. being referred to as, the "Purchased Assets"), including the following: (i) all but not less than all of the "Equipment" listed in the aggregated Bills of Sale attached in Exhibit A which consists of the following; Bitmain Antminer S9's. Racks Power Supplies Network Switches LAN Cables PDU's Power Cables Desktop Control Servers Software licenses (ii) all books and records pertaining to ownership of the Equipment as applicable, including all books of account, general, financial, Tax, invoices, shipping records, supplier lists, machinery and equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by the Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of the Seller or its Affiliates; (iii) all of the Seller's or its Affiliates' right, title and interest in, to and under the Owned I...