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 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. Seller agrees to and does hereby sell, transfer, assign, convey and deliver to Purchaser, and Purchaser hereby agrees to and does hereby purchase and acquire from Seller, free and clear of all liens, encumbrances, claims, restrictions, security interests, obligations and liabilities except as otherwise expressly provided herein, all of the assets that are owned by Seller and that are held or used by Seller in connection with the operation of Seller's staffing and placement business conducted at or through Seller's office at 173 Sears Avenue, Suite 281, Louisvi▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇") ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Time except the Excluded Assets (as hereinafter defined), including in the assets being purchased and sold hereunder, without limiting the generality of the foregoing, the following assets of the Business as the same shall exist at the Effective Time (which assets being acquired are hereinafter collectively called the "Purchased Assets"):
1.1.1. all furniture, furnishings, fixtures, leasehold improvements, equipment and other fixed assets, including, without limitation, the assets listed on Schedule 1.1.1;
1.1.2. all of Seller's rights, title, and interest in and to all software owned by Seller or licensed to Seller by third parties, including all documentation, source codes, software modules and enhancements and software in development;
1.1.3. all inventories including marketing materials (including video tapes, brochures, and the like), spare parts and supplies;
1.1.4. all of Seller's rights under all leases (including an $825 damage deposit under the Lease described on Schedule 1.1.4), contracts (including software license agreements and maintenance agreements), agreements, and sales orders, including but not limited to those leases, contracts, agreements, and sales orders listed on Schedule 1.1.4 (the "Purchased Contracts");
1.1.5. all prepaid and deferred items including prepaid rentals and deposits;
1.1.6. all operating and financial data and information and books and records relating to the Purchased Assets or the Business (wherever located and in every format and media whatsoever), including without limitation software databases, written records, personnel files (but only as to personnel hired by Purchaser and only with their knowledge), files, policies, customer lists, mailing lists, supplier lists, credit information, correspondence, designs, slogans, processes, know-how, trade secrets, and other similar property;
1.1.7. all registrations...
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 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...
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. 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. 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. Upon the terms and subject to the conditions contained in this Agreement, on the Closing Date (defined in Section 2.1(a), below), Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase from Seller all of Seller's right, title and interest in and to all of the properties and assets, tangible and intangible, of every kind, nature and description (other than cash and cash equivalents except as provided in Section 2.1(c)(i)), wherever located, owned or held by Seller (in whole or in part) on the Closing Date and used solely in connection with Seller's restaurant business the Business (hereinafter sometimes collectively referred to as the "Assets"), including the Assets identified on Schedule 1.1 and the business and goodwill of Seller's restaurant business (the "Business") as a going concern, all as more particularly described in the General Assignment and Assumption Agreement referred to in Section 2.1(b)(iii)(2), below. Such Assets shall include all of the following:
(i) all real estate, including all fee and leasehold interests, described on Schedule 1.1
(a) (i) and all buildings, structures and fixtures located thereon as well as all other interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise (hereinafter referred to collectively as the "Real Property");
(ii) Seller's interest in all contracts and agreements, including all franchise, co-branding, management, purchase, service and supply agreements, open purchase orders, open sales orders (the "Transferred Contracts") in effect on the Closing Date, other than Excluded Contracts (defined in Section 1.1(b)(i)) and all participating rights and rights to proceeds derived therefrom;
(iii) all written technical information, data, specifications, research information, engineering drawings, plans and operating and franchise manuals and instructions relating to the design, construction, use or operation of the restaurant properties;
(iv) all domestic and foreign patents and patent applications, together with any continuations, continuations-in-part or divisional applications thereof, and all patents issuing thereon (including reissues, renewals and re-examinations of the foregoing); design patents, invention disclosures; mask works; copyrights, and copyright applications and registrations; Web addresses, trademarks, service marks, trade names (including "▇▇▇▇▇▇ ▇▇▇▇▇...
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 the following assets, rights and properties of the Sellers (the “Purchased Assets”), and Buyer shall purchase the Purchased Assets:
(i) all machinery, equipment, mechanical and spare parts, supplies, owned and leased motor vehicles, production supplies, other miscellaneous supplies and other tangible property of any kind in each case to the extent exclusively used in the Business and listed on Schedule 2.01(a)(i);
(ii) the Business Transferred Intellectual Property;
(iii) 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 Prolieve Products, in each case to the extent assignable with or without requiring the consent of the issuing Governmental Authority; and (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 Medical Devices, 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 related to the Prolieve Products;
(iv) all advertising, marketing and promotional materials, including website content (but excluding the design of such websites), in each case to the extent exclusively used in the Business;
(v) the Contracts listed on Schedule 2.01(a)(v);
(vi) all inventories, including raw materials, works in process, semi-finished and finished products, stores, replacement and spare parts, packaging materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent held for use exclu...
Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller:
(a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto;
(b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS");
(c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto;
(d) all interests ...