Purchased Assets Sample Clauses
The 'Purchased Assets' clause defines the specific assets that are being transferred from the seller to the buyer in a transaction. It typically lists or describes the tangible and intangible items included in the sale, such as inventory, equipment, intellectual property, or customer contracts, and may also clarify any exclusions. This clause ensures both parties have a clear understanding of what is being bought and sold, thereby preventing disputes over asset ownership after the transaction closes.
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Purchased Assets. On the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation:
(i) all FF&E;
(ii) all Receivables;
(iii) all Inventory;
(iv) the Purchased Contracts;
(v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto;
(vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi);
(vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party;
(viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits;
(ix) the Leased Real Property;
(x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller);
(xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business;
(xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans;
(xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders;
(xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets;
(xv) all telephone and facsi...
Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:
Purchased Assets. Upon the execution of this Agreement and effective as of 12:01 a.m. on the Closing Date (the "Time of Closing"), the Seller agrees to sell, transfer, assign and deliver to the Purchaser, free and clear of all liens, claims and encumbrances (except those which the Purchaser has expressly agreed to assume in Section 1.3(c) hereof) the following assets (the "Purchased Assets"):
(a) the machinery, equipment, vehicles and other operating assets owned by the Seller identified on Schedule 1.1
(a) to this Agreement (the "Operating Assets");
(b) the Seller's right, title and interest (to the extent assignable and transferable) in the customer accounts, customer accounts contracts, service agreements, purchase orders and other rights to provide services to the customers of Seller (collectively the "Customer Accounts"), other than those customer accounts, rights, or contracts identified on Schedule 1.2 to this Agreement;
(c) operating data (in both hard copy and computer format if available) relevant to the Customer Accounts, including credit and accounting records for the preceding twelve month period, customer contacts, phone numbers and addresses, to the extent available (the "Operating Data");
(d) the Seller's files, correspondence, records, and related proprietary information and other property that is necessary, helpful or related to providing the services related to the Business;
(e) the Seller's intellectual property (including, but not limited to, the name "R.G.M. Liquid Waste Removal"), goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto;
(f) to the extent transferable, franchises, approvals, permits, licenses (including radio transmitter licenses), registrations, certificates, variances and similar rights obtained from any government or agency thereof;
(g) the Seller's servicemarks, trademarks and logos; and
(h) telephone numbers and yellow page advertisings used in the Business.
Purchased Assets. (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity.
(2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items.
(3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property.
(4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code.
(5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items.
(6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.
Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):
(a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”);
(b) water treatment plant;
(c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c);
(d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c);
(e) all mining permits and water rights;
(f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f);
(g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);
(h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets;
(i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets;
(j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.
Purchased Assets. On the terms and subject to the conditions contained herein, Seller agrees to sell, assign, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, at the Closing on the Closing Date, all of Seller's right, title and interest in and to all of the assets of Seller as described below (the "PURCHASED ASSETS"), except for assets and those properties specifically excluded by Section 1.2 hereof. The Purchased Assets shall include, but not be limited to, the following:
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date), the Company shall, and shall cause its Affiliates, to sell, transfer, assign, convey and deliver to Purchaser Sub, and Purchaser Sub shall purchase from the Company and, as applicable, its Affiliates, free and clear of all Liens (except for Permitted Liens) all right, title and interest of the Company and its Affiliates, in, to and under all of the assets, properties and rights owned, held or used by the Company and its Affiliates, exclusively relating to or exclusively used in any Acquired Store or Distribution Center, including the following assets to the extent exclusively relating to any Acquired Store or Distribution Center (collectively, the “Purchased Assets”):
(a) all Inventory and supplies of the Company and its Affiliates and the fixed assets and tangible property physically located at the Acquired Stores and the Distribution Centers;
(b) to the extent transferable, the Permits held by the Company and its Affiliates;
(c) the Company Owned Real Property together with all buildings, structures, fixtures and improvements located thereon or attached thereto and any easements, rights-of-way, and other appurtenants (and all title documents, surveys, related construction plans and documents and related real estate files with respect to the Company Owned Real Property);
(d) the Acquired Leases, and all subleases, licenses or concessions thereunder, including the right to all security deposits, and other amounts and instruments deposited by, on behalf of, or for the benefit of, the Company or its Affiliates thereunder with respect to which the Company or any of its Affiliates is a party, and all Acquired Lease documents, related construction plans and documents and related real estate files;
(e) the machinery, equipment, computer hardware (other than pin pads, as set forth in Section 1.2(q)), office equipment, vehicles, forklifts, trailers, tractors, furniture, shelving, safes (with combinations and keys), and other personal property owned by the Company or any of its subsidiaries, and all leases relating to the foregoing, in each case to the extent exclusively related to an Acquired Store or Distribution Center;
(f) all rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Acquired Stores, the Distribution Centers or other P...
Purchased Assets. (a) Sellers hereby agree to sell, assign, transfer and convey to Buyers, and Buyers hereby agrees to purchase from Sellers, all of the assets of Sellers used in the Business (the "Purchased Assets"), including without limitation, the following assets and properties:
(i) All Assumed Leases (as defined below), security deposits, any pre-paid rent, furniture, fixtures, machinery, equipment, leasehold improvements, computers, software (excluding data not relating to the Business, which Sellers shall remove from computers included among the Purchased Assets prior to Closing), vehicles, medical equipment, prepaid expenses, and other tangible personal property used in the Business, including those assets specifically described on Schedule 1.1
(a) as being Purchased Assets, together with all manufacturers' warranties pertaining to the same, to the extent that such warranties may exist and be assignable;
(ii) All of Sellers' goodwill relating to the Business; all customer and patient lists and files, referrer lists, provider lists, records and similar sales and marketing information in Sellers' possession relating to the Business; member service agreements relating to the Business; medical records of the patients serviced by the Business and in Sellers' possession; personnel records relating to those employees hired by Buyer; and Sellers' right and interest in the trade names (including "Quality of Life", "Quality of Life Home Health" and "Quality of Life Homecare" and variations thereof used in connection with the Business), trademarks, trade secrets, licenses, know-how, specifications, literature, and all other intangible property which relate specifically to the Business, and all other intangible assets related to the Business, whether located at the Business, or any other location;
(iii) All transferable Licenses, permits, licenses, certificates, authorizations, accreditations, orders, ratings and approvals of all federal, state, or local governmental or regulatory authorities which relate to the Business and which are held by Sellers, but only to the extent the same are transferable, including without limitation, any provider agreements relating to Sellers’ right to participate in the Medicare and Medicaid Programs, and all rights of Sellers to reimbursement or other payments from Centers for Medicare & Medicaid Services ("CMS") for the period prior to the Closing Date;
(iv) Any and all rights of Sellers which by their terms are transferable and which arise un...
Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 2.01), Seller hereby assigns and transfers to Buyer, and Buyer will purchase, acquire and take assignment from Seller (the “Acquisition”), the assets of Seller set forth on Schedule 1.0 (the “Purchased Assets”), free and clear of all security interests, liens, restrictions, claims, encumbrances or charges of any kind (“Encumbrances”).
Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (including those set forth in Schedule 1(a), 1(b), 1(c) or 1(d) applicable to the Class of such Purchased Asset) and the Purchased Asset Documents with respect to each Purchased Asset is true and correct. Seller has delivered to Custodian true, correct and complete copies of the Purchased Asset Documents, as applicable, relating to each Purchased Asset. Except as disclosed to Buyer by or on behalf of Seller in writing, Seller has no Actual Knowledge of any fact which could reasonably lead it to expect that any Purchased Asset will not be paid in full. None of the Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller (a) have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer, and (b) have no Retained Interests.