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.
POPULAR SAMPLE Copied 5 times
Purchased Assets. Subject to and upon the terms and conditions set forth herein, at the Closing Seller shall convey, sell, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept all of Seller’s right, title and interest in and to all of Seller’s tangible and intangible assets used, held for use or in any way relating to its Business other than the Excluded Assets (as hereinafter defined) (referred to hereinafter collectively as “Seller’s Assets” or “its Assets”), including without limitation:
(a) The rights and benefits accruing to Seller as lessee under any immovable (real) property lease and/or sublease relating to Seller’s Business existing on the date of this Agreement through the Closing Date, each of which is listed on Schedule 2.1(a)-1, together with any leases which may be executed on the immovable (real) property listed on Schedule 2.1(a)-2 or any opportunities to lease that may arise from the date of this Agreement through the Closing Date (the “Real Property Lease”) and any and all Franchise Rights and Franchise Agreements listed on Schedule 2.1(a)-3;
(b) All right, title and interest, if any, to leasehold improvements, fixtures, constructions, component parts and other immovable (real) property owned by Seller and located on the Leased Premises, including without limitation those items listed on Schedule 2.1(b) (collectively, the “Leasehold Improvements”) and all architectural plans and mechanical drawings related to the Leasehold Improvements;
(c) All right, title and interest, if any, to easements, servitudes, privileges, rights-of-way and other real rights of Seller pertaining to or accruing to the benefit of the Leased Premises, including without limitation those items listed on Schedule 2.1(c) (collectively, the “Easements”);
(d) All machinery (including without limitation all computer hardware used in connection with the operation and maintenance of Seller’s Business), kitchen and other appliances, equipment, furniture, vehicles, smallwares, utensils, glassware, table cloths, spare parts, tools, supplies, and other corporeal (tangible), movable (personal) property located on the Leased Premises or otherwise relating to Seller’s Business, including without limitation those items listed and described on Schedule 2.1(d) (collectively, the “Equipment”);
(e) The rights and benefits accruing to Seller as lessee under any leases and/or subleases for equipment, machinery, appliances or other corporeal (tangible), movable (person...
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. Subject to the terms and conditions set forth in this Agreement, Buyer hereby agrees to purchase from Sellers, and Sellers hereby agree to sell, convey, assign, transfer and deliver to Buyer, all of Sellers’ right, title and interest on the Closing Date in and to the tangible and intangible assets, properties and rights of every kind and nature and wherever located (other than the Excluded Assets) owned by the Sellers and relating to the operation of the Digester Business (collectively, the “Purchased Assets”), which shall include, without limitation:
(a) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, used or usable by the Business as of the Closing Date, and all assignable or transferable associated warranties and service agreements or rights related thereto;
(b) all goodwill of the Digester Business;
(c) the customer Contracts, vendor Contracts, supplier Contracts, technology license agreements, and other Contracts of any kind used in operating the Digester Business as set forth on Schedule 2.1(c) (collectively, the “Purchased Contracts”);
(d) all general intangibles used in the Digester Business including, without limitation, transferable warranties, and all Intellectual Property;
(e) the software (including source code and object code), databases and technology used in operating the Digester Business and all related technology, database scheme and transactional code, trade secrets, know-how, formulae, data, specifications, protocols, drawings, designs and all other confidential, non-confidential, or proprietary information related to the operation of the Digester Business, in each of the foregoing cases as listed on Schedule 2.1(e) hereto ;
(f) the current and active records, files and papers of Sellers pertaining to the Purchased Assets and the Digester Business, including all current and active customer and client lists;
(g) the prepaid and deferred items or credits and deposits, rights of offset and credits and claims for refund generated or incurred by or in connection with the operation of the Digester Business prior to the Closing Date listed on Schedule 2.1(g); and
(h) the permits and licenses solely relating to the operation of the Digester Business listed on Schedule 2.1(h) (the “Permits”) and only to the extent transferrable in accordance with applicable Law.
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. On the terms and subject to the conditions of this Agreement, NanoString shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Veracyte (or a Subsidiary or Subsidiaries of Veracyte identified to NanoString in writing), and Veracyte shall (or shall cause its applicable Subsidiaries to) purchase and acquire from NanoString and its Subsidiaries all of NanoString’s and/or its Subsidiaries’ right, title and interest in the following (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens):
(a) subject to Section 2.10, (i) each Business License Contract set forth on Schedule 1.1(b)-2 hereto and (ii) those Contracts set forth on Schedule 2.4(a) (such Contracts, the “Business Contracts”);
(b) the Transferred Registered Intellectual Property Rights, including the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Registered Intellectual Property Rights;
(c) the Transferred Technology, including the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology;
(d) the Permits set forth on Schedule 2.4(d) hereto (collectively, the “Transferred Permits”);
(e) (i) any and all claims, causes of action, defenses and rights of offset or counterclaims (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of, or are related to, the Purchased Assets or the Assumed Liabilities (for the sake of clarity, it being understood that any counterclaims with respect to Retained Liabilities are not Purchased Assets under this Section 2.4(e)(i)), and (ii) the right to retain all proceeds and monies therefrom;
(f) true and complete copies of the Business Books and Records, including the books and records set forth on Schedule 2.4(f); provided that NanoString shall be permitted to keep copies of such Business Books and Records to the extent related to the Excluded Assets or Retained Business;
(g) all goodwill associated with the Purchased Assets;
(h) any and all accounts receivable arising from and to the extent related to Business Products that are shipped after the Closing;
(i) all other assets or rights of any kind, other than Contracts that are owned by NanoString or any of its Subsidiaries, that solely relate to the Business Products; and
(j) any and ...
Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing on the Closing Date (as such terms are defined in Section 10 hereof), Buyer agrees to purchase from the Selling Parties, and the Selling Parties hereby agree to sell, transfer, grant, convey and assign to Buyer, free of any and all legal or equitable liens, security interests, claims or encumbrances of any kind whatsoever (collectively, the "Liens"), with the express exception of the license as set forth in Section 7.3 of this Agreement, all right, title and interest in the Purchased Assets (as hereinafter defined), and the Selling Parties shall deliver title to the Purchased Assets, together with such bills of sale, assignments and other instruments of conveyance to permit such delivery, and such documents and instruments to establish title as may be reasonably requested by Purchaser (including without limitation the waivers and releases as required under Section 8.3 hereof). The Purchased Assets shall consist of the following:
(a) All intellectual property rights relating to the AdaptiveRAID products and technology set forth on Attachment 1 to the License Agreement (as hereinafter defined in Section 7.3), and all copies and embodiments thereof, including, without limitation, patents, know-how, unpatented inventions, potential and in-process patents, ideas, trade secrets, secret formulas, business and marketing plans, industrial property rights, copyrights, trademarks, service marks, unregistered trademarks and service marks, trade names, all names and slogans used by the Selling Parties in connection therewith and all rights and licenses thereto and applications and registrations therefor, in each case listed on Schedule 4.6(a) (the "Intellectual Property Assets"), with the express exception of the intellectual property developed by either Selling Party after the Closing Date without violating the terms of this Agreement and/or in compliance with and subject to the license, as set forth in Section 7.3 of this Agreement.
(b) All computer software and hardware purchased or licensed for use at the Boulder Facility, and all tenant improvements, development, test and office equipment and other tangible personal property used in the Boulder Facility, in each case listed on Schedule 4.6(b) (the "Equipment"), with the express exception of (i) Seller's branded hardware and (ii) third-party products owned or held by Seller on loan.
(c) All schedules, lists, files, books, publi...
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. 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. On the terms and subject to the conditions set forth in this Agreement, at the Closing each of the Sellers agrees to sell, transfer and assign to Buyer, and Buyer shall purchase and receive, all of Sellers’ right, title and interest in and to the following (the “Purchased Assets”):
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), Seller shall, and shall cause its Affiliates to sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller and, as applicable, its Affiliates, free and clear of all Liens (except for Permitted Liens) all right, title and interest of Seller and its Affiliates, in, to and under the following assets to the extent exclusively relating to any Acquired Store or the Distribution Center (collectively, the “Purchased Assets”):
(a) all Inventory and supplies of Seller and its Affiliates;
(b) to the extent transferable, the Permits held by Seller and its Affiliates;
(c) the 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, Seller or its Affiliates thereunder with respect to which Seller or any of its Affiliates is a party;
(e) the machinery, equipment, vehicles, furniture, shelving, safes (with combinations and keys), and other personal property owned by Seller or any of its Subsidiaries, and all leases relating to the foregoing;
(f) all of Seller’s or one of its Subsidiary’s rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Acquired Stores or the Distribution Center arising out of events or transactions occurring, or facts or circumstances existing, prior to the Closing Date (or the applicable Subsequent Closing Date or the Distribution Center Closing, as applicable);
(i) all books and records (including all data and other information stored on discs, tapes or other media) of Seller or any of its Subsidiaries relating to the assets, properties, business and operations of the Acquired Stores and the Distribution Center (but excluding (A) all personnel files other than as set forth below, and (B) all Tax Returns not relating solely to the Acquired Stores), and (ii) any and all medical records, billing records, prescriptions, prescription files and records, pharmacy customer lists, signature logs and patient profiles (the information in this clause (ii), collectively, “Seller Rx Data”) relating to customers of the Acquired Stores (which shall in any event include no less than twenty four (24) months for any Seller Rx Data of cu...