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 contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets:
(i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule;
(ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on the Purchased Assets Schedule;
(iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts");
(iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees;
(v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records;
(vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities;
(vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule;
(viii) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not trans...
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. 3.1.1 Upon the terms and subject to the conditions set out in this Agreement, at the Closing, the Company agrees to sell and the Buyer agrees to purchase all assets, properties, rights, titles and interests of every kind or nature owned, leased, licensed or otherwise held by the Company (including indirect and other forms of beneficial ownership) as of the Closing Date, and in any case, belonging to or intended to be used in the Business, whether tangible, intangible, real or personal and wherever located, including without limitation all of the following assets, but excluding all Excluded Assets and Excluded Liabilities, as further detailed below and on Appendix 3.1.1 (together with the assets, properties, rights, titles and interests set forth in Section 3.1.2, the “Purchased Assets”):
(a) the Business as a going concern;
(b) the goodwill, if any, relating to the Business;
(c) all Accounts Receivable, notes receivable and other amounts receivable from third parties, including customers and employees, and all correspondence with respect thereto;
(d) all interests in leased or subleased real estate listed on Appendix 3.1.1(d), including the Real Property Leases;
(e) all Inventory, work in progress and raw material;
(f) all Fixed Assets, including such assets scheduled on Appendix 3.1.1(f);
(g) except for any Excluded Assets or Excluded Liabilities and subject to Sections 3.1.5, 3.6 and 11.6, all rights and obligations arising after the Closing existing under all Contracts to which the Company is a party or to which the Seller is a party if any such Contract relates to the Business, including, without limitation each Material Agreement (collectively, the “Assigned Contracts”);
(h) subject to Section 11.6, all rights to the employment of the Employees, including those individuals set forth in Appendix 3.1.1(h) attached hereto;
(i) all records of Taxes and employer’s fees relating to all the Employees duly completed and up to date, covering the three (3) financial years preceding the Accounts Date;
(j) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents of the Business (including without limitation a list of all the customers of the Business during the last two years);
(k) a list of potential customers of the Business to which outstanding quotations have been given as at the Closing Date;
(l) a list of unfulfilled orders of the Business as at the Closing Date;
(m) all claims, deposits,...
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, conditions and exclusions set forth in this Agreement, Seller will sell, convey, transfer and assign to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser will purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to all of the assets properties, rights and business of Seller and the Business, other than the Excluded Assets (collectively, the "Purchased Assets"), as the same shall exist on the Closing Date, including all of the Assigned Rights and also including the following:
(a) all patents, trademarks (whether registered or unregistered), service marks, trade names, service names, brand names, Internet domain names, logos, copyrights and any applications therefor, and any other intangible property rights, including proprietary know-how, product and technology licenses and license applications, inventions, discoveries and improvements, trade secrets, product drawings, specifications, designs and other proprietary and/or confidential information (collectively, "Intellectual Property") owned by Seller and all of the goodwill associated with the foregoing;
(b) all inventories, including finished goods, work-in-progress, supplies and other materials (collectively, the "Inventory");
(c) all business records, books, price sheets, plans, designs, schematic drawings, engineering data, and the like owned by Seller and used in the conduct of the Business, including customer files, correspondence with customers and account histories, sales literature and promotional or other material pertaining to goods or services offered by the Business, material relating to the purchase of materials, supplies and services, research and commercial data, credit information, catalogs, brochures and training and other manuals (collectively, the "Books and Records") other than Excluded Records;
(d) without limiting Section 1.1(a) above, all of Seller's rights to and under its names "National Alarm Computer Center," "NACC," "Security Maintenance Services and "Alarm Funding," ("Seller's Names");
Purchased Assets. At the Closing, on the terms and subject to the conditions of this Agreement, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances (other than the Permitted Encumbrances), all of Seller's right, title and interest in and to all of the assets specifically described in this Section 2.1 and any other assets used primarily in or held for use primarily in the Business, other than the Excluded Assets (collectively, the "Purchased Assets") including without limitation:
(a) All FF&E and all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, owned by Seller, whether located at Seller's facilities or the facilities of a third party, set forth on Schedule 2.1(a);
(b) All of the Inventory as of the Closing Date, whether located at Seller's facilities or the facilities of a third party;
(c) Subject to Sections 2.2 and 5.13, all Contracts, listed on Schedule 2.1(c), and any Contracts entered into between the date hereof and the Closing Date that are identified in a supplement to Schedule 2.1(c) delivered to Buyer at least five (5) days before Closing; provided Buyer shall have the right on or prior to the Closing Date, by written notice to Seller, to decline to accept an assignment and assumption of any Contracts included on such supplemental Schedule 2.1(c), and all rights and claims against others under such Contracts;
(d) All patents, and all trademarks and service marks (whether registered or unregistered) and all Proprietary Information and Intellectual Property set forth on Schedule 2.1(d) hereto;
(e) Accounts Receivable and notes receivable and unbilled rights to payment in favor of Seller with respect to the Business, as of the Closing Date, whether current or noncurrent, but excluding the Excluded Medicare Receivables;
(f) All Seller Advance Payments as of the Closing Date;
(g) All Seller Customer Deposits as of the Closing Date;
(h) All Books and Records of Seller to the extent they are related to the Business;
(i) All Permits of Seller set forth on Schedule 2.1(i), but only to the extent that their transfer is permitted by applicable Law;
(j) All guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Business or any of the Purchased Assets, including rights in respect of unemployment accounts and rights to recovery under insurance policie...
Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall, or shall cause one or more of its Subsidiaries to, sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, free and clear of all Liens other than the Assumed Liabilities and Permitted Liens, all of Seller’s and its Subsidiaries’ right, title and interest in and to all of the following (collectively, the “Purchased Assets”):
(a) The Program Compounds;
(b) All Program Technology and any Copyrights Controlled by Seller or its Subsidiaries immediately prior to the Closing in publications primarily related to the Program Compounds, and/or Products and/or the Program, and all rights to ▇▇▇ for or assert claims against and remedies against past, present or future infringements of the foregoing and rights of priority and protection of interests therein and to retain any and all amounts therefrom except any Excluded Assets;
(c) All Regulatory Materials, including the items listed on Schedule 2.1(c);
(d) All Inventory, including, the items listed on Schedule 2.1(d), but excluding any Inventory not manufactured in accordance with current good manufacturing practices;
(e) All Patent Files with respect to the Program Patents;
(f) All Program Notebooks, including the information contained therein;
(g) All Other Program Materials; and
(h) all rights and claims to the extent relating to the items described in paragraphs (a) through (g) of this Section 2.1 or to any Assumed Liability, and all warranties, indemnities and similar rights in favor of Seller or any of its Subsidiaries to the extent related to any such Purchased Asset or any Assumed Liability.
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company hereby agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to all of the assets, properties, rights and claims of the Company (other than the Excluded Assets) of every nature, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Company, wherever located, whether tangible or intangible, as the same shall exist at the Closing, free and clear of all Liens (the assets to be purchased by Buyer being referred to as the “Purchased Assets”), including, without limitation:
(i) all Accounts Receivable and notes receivable (whether current or noncurrent), refunds, deposits, prepayments or prepaid expenses (including, without limitation, any prepaid insurance premiums) relating to or used in the Business;
(ii) all Contracts to the extent related to the Business, other than the Excluded Contracts (the “Assumed Contracts”);
(iii) all Leases set forth on Schedule 2.13 of the Company Disclosure Schedule (the “Assumed Leases”);
(iv) all Fixtures and Equipment relating to or used in the Business;
(v) all inventory relating to or used in the Business, if any;
(vi) all Records relating to or used in the Business;
(vii) the Company Intellectual Property, including but not limited to the Company Intellectual Property set forth on Schedule 2.10 of the Company Disclosure Schedule, other than the Excluded Assets that relate to the Company’s intellectual property;
(viii) all Permits (to the extent transferable);
(ix) the E&O Policy;
(x) all available supplies, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and fax numbers and purchasing records related to or used in the Business;
(xi) all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Purchased Assets or services furnished to the Company pertaining to the Business or affecting the Assets, to the extent such warranties, representations and guarantees are assignable;
(xii) all deposits and prepaid expenses of the Company to the extent included in Closing Working Capital;
(xiii) all intangible assets, including goodwill; and
(xiv) all claims, causes of action, choses in action, rights of recovery and...
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 terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Liens, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):
(i) subject to Section 2.04, the rights under (A)(1) the BC Agreements as in effect on the date hereof or as modified or amended with the consent of Purchaser pursuant to Section 6.01(b) and (2) each other Contract to which any Asset Seller Entity is a party that relates exclusively to the sale of Product by such Asset Seller Entity to a Third Party distributor or customer (each of the BC Agreements, together with each other Contract included in the Purchased Assets pursuant to clause (A)(2) of this Section 2.01(a)(i), an “Exclusive Contract”), and (B) each Contract (other than any BC Agreement) to which any Asset Seller Entity is a party that relates, but not exclusively, to the sale of Product by such Asset Seller Entity to a Third Party distributor or customer, in each case to the extent used in or related to the Business (each such Contract, a “Shared Contract”);
(ii) subject to the Scios Assignment and Assumption Agreement, the applicable rights under the Scios Agreement as in effect on the date hereof or as modified or amended with the consent of Purchaser pursuant to Section 6.01(b);
(iii) except as provided in Section 2.01(b)(vi), subject to Section 2.04 and to the extent transferable, the Registrations and Government Authorizations used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Product;
(iv) subject to Section 6.07, all advertising, marketing and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Business;
(v) except as provided in Section 2.01(b)(iii), all inventories of finished Product (the “Transferred Inventory”);
(vi) except to the extent related to or arising out of or in connection with any Excluded Liabi...