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. Subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets), on the Closing Date, ▇▇▇▇▇▇▇ Polymer shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from ▇▇▇▇▇▇▇ Polymer, all right, title and interest of ▇▇▇▇▇▇▇ Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of ▇▇▇▇▇▇▇ Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date (collectively, the “Purchased Assets”):
(i) the Contracts of ▇▇▇▇▇▇▇ Polymer, including the Material Contracts of ▇▇▇▇▇▇▇ Polymer identified in Section 9.08(a) of the Disclosure Schedule;
(ii) the Receivables of ▇▇▇▇▇▇▇ Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable;
(iii) the Owned Real Property located at Seaford, Delaware;
(iv) the Intellectual Property of ▇▇▇▇▇▇▇ Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by ▇▇▇▇▇▇▇ Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets);
(v) the Files and Records of ▇▇▇▇▇▇▇ Polymer;
(vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of ▇▇▇▇▇▇▇ Polymer;
(vii) the Machine...
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, conveys, assigns, transfers and delivers to the Buyer, and the Buyer hereby purchases, free and clear of all Encumbrances, all right, title and interest of the Seller in and to all of the Purchased Assets.
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. 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 Encumbrances, 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) all real property rights in respect of the Transferred Real Property;
(ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business;
(iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business;
(iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to whi...
Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Parent and Seller shall, and Parent shall cause Seller to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Parent and Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest of Parent and Seller in, to and under:
(a) the Purchased Municipal Bonds;
(b) the machinery, equipment, vehicles, furniture and other personal property listed or referred to in Disclosure Letter Schedule 5.10(A);
(c) the Copyrights, Patent Rights and Trademarks (including all names under which Seller is conducting the Business or has within the previous five years conducted the Business), and all goodwill associated therewith, listed in Disclosure Letter Schedule 5.11(A);
(d) all Trade Secrets and other proprietary or confidential information primarily used in or relating to the Business, including any policies and procedures relating to compliance with any broker-dealer, SEC, NASD, NYSE, any other Governmental Body rules and regulations or any clearing agency with respect to the Business;
(e) the Software listed in Disclosure Letter Schedule 5.11(B);
(f) the Contracts listed in Disclosure Letter Schedules 2.1(F) and 5.11(C);
(g) the promissory notes with respect to Employees listed in Disclosure Letter Schedule 5.13(B) and all amounts actually withheld for estimated Taxes with respect to such notes equal to $218,000;
(h) cash in an amount equal to the Accrued Bonuses;
(i) copies of all books and records (including financial and accounting records and all data and other information stored on discs, tapes or other media) of Seller relating to the Purchased Assets and the Division (excluding with relation to Employees), including sales, advertising and marketing materials (but for financial and accounting books and records, only to the extent relating solely and exclusively to the Purchased Assets and the Division); and
(j) all client lists, customer lists, supplier lists, mailing lists, do not call lists and other data owned, associated with, used or employed in or by the Division, including service and warranty records, operating guides and manuals, studies, and correspondence of the Division. With respect to any unwritten remarketing agreement or any remarketing agreement pursuant to which any municipal bond or other security may be put to Buyer on or after Closing that is referred to in Disclosure Letter Schedule...
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, Parent shall sell, convey, assign and transfer, and shall cause each Seller to sell, convey, assign and transfer, to Buyer, and Buyer shall purchase from Parent and the Sellers, the following assets, rights and properties of Parent and its Affiliates (the “Purchased Assets”):
(i) the Products, including all rights of Parent and its Affiliates to research, develop, manufacture, sell, distribute, promote, and use (or cause to be researched, developed, manufactured, sold, distributed, promoted and used) the Products;
(ii) all tangible personal property and interests therein, including machinery, equipment, training materials and equipment, mechanical and spare parts, supplies, owned and leased motor vehicles, mobile telephones, computer equipment, communications equipment, PDA bar code readers, fixtures, trade fixtures, tools, tooling, dyes, cap and component molds, furniture, furnishings, office equipment and supplies, production supplies, other miscellaneous supplies and other tangible property of any kind, in each case, used or held for use primarily related to or primarily in connection with the Business;
(iii) the Business Transferred Intellectual Property;
(iv) copies of the Registrations, supported by and including: (A) the original documents, to the extent originals are available, in the possession of Parent or the Sellers evidencing such Registrations issued to Parent or the Sellers by a Governmental Authority exclusively related to the Products, in each case to the extent assignable with or without requiring the consent of the issuing Governmental Authority; (B) all related Registration applications, clinical research and trial agreements, data results and records of clinical trials and marketing research, all other clinical documents required to be kept by Law, all documents required be kept under the FDA Quality System Regulation or any other Law regulating the design or manufacture of the Products, design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, packaging specifications, quality control standards and other documentation, research tools, laboratory notebooks, files and correspondence with regulatory agencies and quality reports and all relevant pricing information and correspondence with Governmental Authorities with respect to such pricing matters, in each case to the extent exclusively r...
Purchased Assets. 7 2.2 Excluded Assets...............................................9 2.3 Merchantability..............................................10
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.
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.