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. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”):
(a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property;
(b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”);
(c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”);
(d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”);
(e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property;
(f) all rights, obligations, and dut...
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. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, assign and deliver to Purchaser, free and clear of all Liens other than Permitted Liens (and subject to the Assumed Liabilities), all assets of Seller used in the Business, whether owned by Seller or subsidiaries of Seller, as the same shall exist on the Closing Date, (the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller's right, title and interest in, to and under:
(a) all real property and all buildings thereon, all improvements thereto and fixtures thereon and all related rights at the Seller's Hudson, Massachusetts and Jerusalem, Israel facilities, the legal description of each being set forth on SCHEDULE 2.01(a);
(b) all items of inventory relating to the Business (the "Inventory"), notwithstanding how classified in the financial records of Seller, whether hardware, software, or otherwise, and including all raw materials, finished goods, products, supplies, spare parts, samples and work in progress, including those items listed on SCHEDULE 2.01(b);
(c) all collateral materials, manuals, sales materials and product information materials used in the operation of the Business;
(d) all of the fixed and other tangible personal property used in connection with the operation of the Business, including all capital assets such as engineering workstations used in the design 8 16 and development of products for the Business, all Equipment described on SCHEDULE 2.01(d) (including Equipment on order as of October 27, 1997 as described on SCHEDULE 2.01(d)), all Equipment which was ordered after October 27, 1997 with the prior written approval of Purchaser, and spare parts;
(e) all backlog of the Business;
(f) all prepaid expenses (including ad valorem taxes, leases and rentals) existing on the Closing Date relating to goods and services to be received by Purchaser after the Closing Date, including the prepaid expenses listed on SCHEDULE 2.01(f) ("Prepaid Expenses");
(g) all information and other tangible assets relating to technical or engineering support;
(h) any Contract relating to the Business which entails payment on an annualized basis by either party thereto of less than $300,000 and which does not require either party to purchase or supply all of the other party's output or requirements, as applicable, and all Contracts listed on S...
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, 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. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following Assets of Seller related to or used in the Business as they exist on the Closing Date, other than the Excluded Assets (all of such purchased assets being collectively referred to as “Purchased Assets”):
(i) all Inventories;
(ii) all Tangible Personal Property listed in Section 1.2(a)(ii) of the Disclosure Schedule;
(iii) subject to Section 5.16, all Contracts related to the Business that are not excluded under Section 1.2(b)(v) (the “Assumed Contracts”) and Seller’s rights under the Excluded Contracts, but only to the extent set forth in Section 1.2(b)(v) of the Disclosure Schedule;
(iv) all of Seller’s books and records relating to the Purchased Assets and the Liabilities of Seller other than the Excluded Assets and the Excluded Liabilities (and, to the extent such books and records do not relate exclusively to such Assets and Liabilities, copies thereof) including, but not limited to, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, supplier lists, quality control records and procedures, customer complaint and inquiry files, research and development files, records, data (including, but not limited to, all correspondence with any Governmental Body), sales material and records (including, but not limited to, pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research, Seller Intellectual Property files, and, subject to Legal Requirements, copies of all personnel records relating to employees of the Business;
(v) the Intellectual Property of Seller described or set forth in Section 1.2(a)(v) of the Disclosure Schedule (the “Seller Intellectual Property”);
(vi) all claims and proceeds under insurance policies arising from or relating to the Purchased Assets or the Assumed Liabilities prior to the Closing Date;
(vii) all claims of Seller against third parties relating to the Purchased Assets or Assumed Liabilities, whether known or unknown, fixed or contingent; and
(viii) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to o...
Purchased Assets. Subject to the terms and conditions of this ---------------- Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver (or cause to be sold, assigned, transferred, conveyed and delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Encumbrances, all right, title and interest in and to all of the following (collectively, the "Purchased Assets"): ----------------
(i) the Intangible Assets (including all Intellectual Property Rights therein and thereto);
(ii) the Tangible Assets;
(iii) the right to enforce confidentiality, non-disclosure, employee invention assignment and other proprietary rights agreements between Seller and Seller Employees related to the Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Internet Appliance Business;
(iv) the right to enforce confidentiality, non-disclosure or similar agreements not assigned to Purchaser pursuant to the terms of this Agreement, between Seller and third parties, related to the Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Internet Appliance Business;
(v) all of Seller's rights under the Seller Contracts, to the extent that such rights arise on or subsequent to the Closing Date
(vi) all copies of Seller's marketing and sales information, pricing, marketing plans, business plans, financial and business projections and other files and records which pertain exclusively to the Internet Appliance Business;
(vii) all rights, claims or causes of action against any third party relating to the Internet Appliance Business or the Purchased Assets, except for claims with regard to Excluded Assets; and
(viii) the goodwill associated with the foregoing.
Purchased Assets. At the Closing, the Company shall sell, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Company’s right, title and interest in and to all of the assets and properties of every kind and description, tangible and intangible, that are used in or related to the Business, wherever located (such transferred assets and properties, the “Purchased Assets”). The Purchased Assets shall include the following:
(a) All cash and cash equivalents of the Company less an amount equal to the sum of $10,000 (representing amounts retained by the Company to pay liquidation expenses) and the amount of the Excluded Accounts;
(b) All accounts receivable of the Company;
(c) All inventories of raw materials, work-in-process, finished goods and other supplies of the Company (the “Inventories”);
(d) All equipment, machinery, furniture, fixtures and other tangible assets of the Company;
(e) The Company Contracts set forth on Schedule 1.1(f) (such Company Contracts, the “Assigned Contracts”);
(f) All transferable Governmental Authorizations of the Company (the “Assigned Governmental Authorizations”);
(g) All of the Company’s Intellectual Property;
(h) All telephone numbers, facsimile numbers and email addresses used in the Business;
(i) All goodwill and going concern value of the Business;
(j) All Claims of the Company against any Person to the extent relating to the Purchased Assets or Assumed Liabilities;
(k) All advertising materials, marketing plans, catalogues, brochures, promotional material and cost and pricing information of the Company; and
(l) All data, records, books, ledgers, files, reports and plans maintained by the Company in connection with the Business.
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 contained in this Agreement, at the Closing the Buyer shall purchase, accept and acquire from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Buyer, all of the Seller’s right, title and interest immediately prior to the Closing in and to the Facilities and the following described properties and assets, including all properties and assets necessary to conduct the Business, except to the extent that such properties and assets are Excluded Assets (collectively, the “Purchased Assets”):