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. Pursuant to the terms and subject to the conditions set forth in this Agreement, on the Closing Date herein below provided for but effective as of the Effective Date, Seller hereby agrees to sell, grant, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all of the properties, assets and rights owned, used, acquired for use, or arising or existing in connection with the Business, whether tangible or intangible, and whether or not recorded on Seller’s books and records, except for and excluding the Retained Assets provided for in Section 1.2 below (all the foregoing being collectively referred to as the “Purchased Assets”). The Purchased Assets shall include, but not be limited to, the following:
(A) All rights of Seller under its occupancy leases (the “Facilities Leases”) covering (y) the facilities at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Perimeter Center Lease”), and (z) the facilities at Newmarket Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Newmarket Center Lease” and, together with the Perimeter Center Lease, the “Leased Premises”), a true and complete copy of the Facilities Leases being included at Schedule 1.1(A) attached hereto;
(B) All of Seller’s (x) vehicles used in connection with the conduct of the Business (“Vehicles”), (y) furniture, furnishings, fixtures, equipment, machinery, trade fixtures, leasehold improvements, computers, computer discs, telephone systems and security systems (“Equipment”), and (z) supplies, training and course materials, computer training kits and manuals, catalogs, advertising copy and other properties of a similar type used or held for use in the conduct of the Business (“Inventory” and, together with the Vehicles and Equipment, whether owned or leased, the “Tangible Personal Property”), a listing of all of which is included at Schedule 1.1(B) attached hereto (which Schedule indicates whether the Vehicles and Equipment are owned or leased and, if leased, includes a full and complete copy of the lease or other agreement(s) governing the same);
(C) All of Seller’s (u) telephone and facsimile numbers, (v) permits and other governmental authorizations pertaining to the Business, to the extent such authorizations may legally be assigned (“Governmental Permits”), (w) goodwill with customers, vendors or prospective customers, and all customer lists, relating to the conduct of the Business (“Goodwill”), (x) security or similar deposits relat...
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. 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. (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 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. 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 set forth in this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer (and with respect to the Real Property (defined herein), to Real Property Buyer), and Buyer (and with respect to the Real Property, Real Property Buyer) hereby purchases and accepts from Seller, free and clear of all Liens, all of Seller’s right, title and interest in and to Seller’s property, assets and rights, including all such assets that are used in or are useful to Seller’s business of developing, designing, manufacturing, selling and distributing performance coatings and ceramics (the “Business”), tangible and intangible, of every kind and description, wherever located, but excluding the Excluded Assets (the “Purchased Assets”). The Purchased Assets include the assets described below and in the bill of sale and assignment of rights delivered by Seller in connection with this Agreement (the “Bill of Sale”) but exclude the assets described in Section 2.2. The purchase and acceptance of the Purchased Assets does not include the assumption of any Liability of Seller unless expressly assumed by ▇▇▇▇▇ (or, with respect to the Real Property, by Real Property Buyer) pursuant to Section 2.3. Without limiting the foregoing, the Purchased Assets shall include the following:
(a) all accounts receivable and all notes and other evidences of indebtedness in favor of Seller and rights to receive payments arising out of products sold and services rendered (the “Accounts Receivable”);
(b) any and all inventory, including raw materials, samples, work-in-progress inventory, prepaid inventory, accessories, supplies, spare parts, finished goods and bill of material expense items (including shipping containers, labels and packaging materials), whether in the possession of Seller or in transit to Seller (the “Inventory”);
(c) all Intellectual Property Rights owned by Seller and used or held for use by Seller in the operation of the Business (the “Intellectual Property Assets”);
(d) all sales and purchase orders and ongoing customer Contracts set forth on Schedule 2.1(d) (collectively the “Assumed Contracts”);
(e) (i) to the extent transferrable, all licenses, permits, registrations, certificates of occupancy, Consents and certificates from any Governmental Authority (collectively, “Permits”) issued, directly or indirectly, to Seller, and (ii) all certificates, registrations, accreditations, qualifications and approvals of any inde...
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 set forth in this Agreement, effective as of the Effective Time, Sellers shall sell, convey, assign, transfer and deliver to Purchaser, free and clear of all Encumbrances other than the Permitted Encumbrances, and Purchaser shall purchase and acquire from Sellers, Sellers’ right, title and interest in and to all of the Company’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets (as defined below)):
(a) all of the Company’s interests in the Owned Real Property set forth on Schedule 2.01(a) (the Assumed Real Property);
(b) all Tangible Personal Property of the Company, including those items set forth on Schedule 2.01(b), except as excluded under Section 2.02(d);
(c) all Inventories of the Company;
(d) all Accounts Receivable of the Company, including all inter-company receivables due to the Company;
(e) all Company Contracts and DESC Contracts set forth on Schedule 2.03(e) (collectively, the Assumed Contracts);
(f) to the extent transferable, all Governmental Authorizations and all pending applications therefor or renewals thereof set forth on Schedule 3.04(c);
(g) all data and Records related to the operations of the Company, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, Tax Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records (all in the state in which such records and information currently exists) and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.02(h);
(h) all of the intangible rights and property owned or licensed by the Company, including Intellectual Property Rights (including the right to ▇▇▇ and recover for past infringement), goodwill, telephone and telecopy numbers to the extent transferable, and e-mail addresses, listings and those items set forth on Schedules 3.11(a) and (b), and further including all files, correspondence, records or other documentation associated therewith;
(i) to the extent transferable, all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the As...
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...