Purchase of Assets Sample Clauses

Purchase of Assets. Upon the termination of this Agreement, subject to the provisions of subparagraphs (a) through (e) set forth below, if Administrator is the defaulting party, the Group shall have the option to require Administrator and/or Parent to sell to the Group, and if the Group is the defaulting party, Administrator and/or Parent shall have the option to require the Group to purchase from Administrator and/or Parent, the Purchase Assets and assume the Practice Related Liabilities below:

Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer or its designated Affiliates, and Buyer or its designated Affiliates shall purchase and acquire from Sellers, free and clear of all Liens, other than Permitted Liens, all right, title and interest in and to all of the assets, properties and rights (x) located at the Facilities or (y) otherwise used or held for use in connection with the Business (excepting only the Excluded Assets), wherever located, and whether or not reflected on the books of any Seller (the “Purchased Assets”), including all of Seller’s right, title and interest in and to the following: (a) all Equipment and fixtures, including the Equipment listed on Section 4.08(a)(i) of the Disclosure Letter and other tangible assets located at the Facilities or used or held for use by Sellers in the Business, including all forms, tooling, batch plants and mixers, whether or not any thereof may be affixed to real estate; (b) all Inventory and all rights to receive refunds, rebates or credits in connection with the purchase thereof; (c) those Contracts listed on Section 2.01(c) of the Disclosure Letter (the “Purchased Contracts”); (d) all Permits, to the extent assignable; (e) all Records, except as provided in Sections 2.02(b)—(e); (f) all Intellectual Property; (g) all goodwill and going concern rights associated with the Business or the Purchased Assets; (h) all rights to receive any insurance proceeds relating to the Business or the Purchased Assets; (i) all accounts, trade accounts, accounts receivable, prepaid expenses, deposits, notes receivable and all rights to ▇▇▇▇ customers for products shipped or services rendered before the Closing Date; and; (j) all claims, warranties, choses in action, causes of action, rights of recovery and rights of set-off of any kind against third parties relating to the Business or the Purchased Assets (including any warranties from contractors, subcontractors, vendors or suppliers regarding their performance, quality of workmanship or quality of materials supplied in connection with construction, manufacturing, development, installation, repair or maintenance at the Real Property) or the Assumed Obligations, and the right to receive and retain mail and other communications relating to the Business, the Purchased Assets or the Assumed Obligations.

Purchase of Assets. Any assets (such as equipment, property, or improvements) purchased by the Federal Agency with the Cooperator’s contributions shall become the property of the Federal Agency, unless otherwise documented via separate authority and instrument.

Purchase of Assets. Except as disclosed on Schedule 4.3 no entity has sold substantially all of its assets to Borrower or sold assets to Borrower outside the ordinary course of such seller's business at any time in the past.

Purchase of Assets. In reliance upon the representations, warranties, covenants, and agreements contained in this Agreement, Purchaser hereby purchases and Seller hereby sells, assigns, grants, transfers, and conveys to Purchaser upon the terms and subject to the conditions of this Agreement, free and clear of all liabilities (fixed or contingent), obligations, security interests, liens, claims, or encumbrances of any nature or kind whatsoever except for Assumed Liabilities, all of the assets, properties, and rights of Seller of every type and description, tangible and intangible, wherever located and whether or not reflected on the books of Seller or carried thereon at zero value, including without limitation the following, provided however, that Seller shall not sell and Purchaser shall not purchase the Excluded Assets described in Section 1.2 of this Agreement: (a) All world wide web sites and domain names owned or licensed by Seller, including A▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, together with all documentation related thereto, and all related java applets and scripts, (collectively, the “Web Sites”), including, without limitation, the Web Sites listed on Section 1.1(a) of the Disclosure Schedule; (b) all software applications, tools, technologies, and components owned by Seller in both source code and object code versions with all versions, modifications, and enhancements thereto, together with all programming tools, libraries, and software to support and augment such software, and all flowcharts, logic diagrams, technical and descriptive documentation, materials, and specifications related thereto (collectively, the “Applications”), including, without limitation, the Applications listed on Section 1.1(b) of the Disclosure Schedule; (c) all patents, patent rights, patent applications and continuances, trade names and trade dress, trademarks (registered and unregistered), trademark applications, service marks (registered and unregistered), service m▇▇▇ applications (all marks to include all goodwill associated therewith), copyrights (registered and unregistered) and applications therefor, formulae, trade secrets, and know-how necessary or desirable to the conduct of the business as conducted by Seller and as proposed to be conducted by Purchaser (collectively, the “Intellectual Property”, including, without limitation, the Intellectual Property listed on Section 1.1(c) of the Disclosure Schedule; (d) All rights of Seller in all software licensed from third parties and used by Seller, incl...

Purchase of Assets. On the Closing Date set forth in Article V, Seller agrees to sell and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, the assets, properties and rights of Seller relating to the Business (the "Assets"), free and clear of all liens, claims, charges, and encumbrances of any kind or nature whatsoever except as provided herein, as follows: A. All of Seller's inventory relating to the Business as the same shall exist on the Closing Date and which is usable and saleable in the ordinary course of business, including but not limited to the items listed and described on Schedule 1.01A hereto; B. All of Seller's furniture, fixtures, machinery, equipment, tools, supplies and leasehold improvements relating to the Business as the same shall exist on the Closing Date, including but not limited to the items listed and described in Schedule 1.01B hereto; C. All Seller’s personal property leases for equipment listed on Schedule 1.01C attached hereto (the “Personal Property Leases”); D. All accounts receivable owned by Seller and existing as of the Closing Date; and E. All of Seller's trademarks, tradenames (including "DPI"), goodwill, intangible assets and records relating to the Business, including, but not limited to, Seller's telephone numbers, internet addresses, websites, customer lists, mailing lists, sales and purchasing correspondence and records, computer software, data processing records and all of the operational books, records and data used by Seller in connection with the Business, except as hereafter set forth. It is the intention of the parties hereto that the Assets shall include all of Seller's assets, used or usable in the conduct of the Business, whether or not specifically listed in the Schedules attached hereto and made a part hereof; PROVIDED, however, that there is specifically excluded from the Assets the items listed on Schedule 1.01C.

Purchase of Assets. Upon the terms and subject to the conditions and representations set forth herein, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all right, title and interest of Seller in and to the following assets (collectively, the “Assets”), as of the close of business on the Closing Date (as defined in Section 2.02):

Purchase of Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

Purchase of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 1.9 below), the Company shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from the Company all of the Company’s assets of every kind and description that are used or useful in the Company’s Business (as defined in this Section 1.1), free and clear of any liens whatsoever (the “Purchased Assets”) (other than those assets included in the Retained Assets as defined in Section 1.2 below) and subject only to the liabilities and obligations of the Company which are defined in Section 1.3 (the “Assumed Liabilities”). The Purchased Assets include without limitation: (a) all of the Company’s rights under all licenses, permits, authorizations, orders, registrations, certificates, approvals, consents and franchises, or any pending applications for any of the foregoing, to the extent such rights relate to the conduct of the Company’s Business, and in each case to the extent transferable or assignable; (b) all of the interest of the Company and the Equityholders (whether held directly or indirectly through any other person or entity) in intellectual property, patents, copyrights, trade names, service marks, trademarks, domain names, websites, licenses and sublicenses granted in respect thereto and rights thereunder, used in the conduct of the Company’s Business, remedies against infringement thereof and rights of protection of interests therein and all related goodwill; (c) all of the rights of the Company and the Equityholders (whether held directly or indirectly through any other person or entity) to any domain names, universal resource locators (URLs), websites, webpages and booking engines to the extent used in the conduct of the Company’s Business as set forth on Schedule 1.1(c); (d) all of the Company’s rights under those contracts, agreements, licenses, leases, commitments, undertakings, arrangements, understandings or such other documents or instruments as set forth on Schedule 1.1(d), to the extent such rights relate to the conduct of the Company’s Business (the “Purchased Contracts”); (e) all of the Company’s claims, customer deposits, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights of recoupment, to the extent any of the foregoing relate to the conduct of the Company’s Business after the Closing and whether or not recorded in the...