Sale and Purchase of Assets Sample Clauses

Sale and Purchase of Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Seller shall, or shall cause the applicable member of the Seller Group to, sell, convey, transfer, assign and deliver to Alkali HoldCo, as the designee of Purchaser, and Purchaser shall purchase and acquire from the applicable member of the Seller Group (the “Asset Sale”; and together with the Share Sale, the “Sale”) all of such member’s right, title and interest in and to all of the assets and properties primarily related to, owned, used or held for use in the conduct of the Business (but, for the avoidance of doubt, excluding the Excluded Assets and the assets and properties of the members of the Alkali Group), as such assets shall exist on the Closing Date (collectively, the “Transferred Assets”), including the following: (a) All Alkali Contracts; (b) All Intellectual Property primarily related to, owned, used or held for use in the conduct of the Business, including (i) the patents and patent applications set forth on Section 2.2(b)(i) of the Seller Disclosure Schedule (the “Transferred Patents”) and (ii) all Marks, other than the FMC Marks, owned by Seller and primarily related to, owned, used or held for use in the conduct of the Business, including the registered Marks set forth on Section 2.2(b)(ii) of the Seller Disclosure Schedule, (the “Transferred Trademarks”) (collectively, the “Transferred IP”); (c) All automobiles, trucks and vehicles primarily related to, owned, used or held for use in the conduct of the Business, including the vehicles set forth on Section 2.2(c) of the Seller Disclosure Schedule (the “Transferred Vehicles”); (d) All inventory, raw materials, work-in-process, finished goods, supplies, spare parts and other inventories primarily related to, owned, used or held for use in the conduct of the Business, including all such items located on any real property owned or leased by Seller primarily related to, owned, used or held for use in the conduct of the Business, in transit from suppliers of the Business, held for delivery by suppliers of the Business, or held on consignment by third parties; (e) All machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, tooling, tools, molds, office equipment, computers, telephones, mobile devices and all other items of tangible personal property of Seller, in each c...

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”): (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Patents; (b) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarks; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regardin...

Sale and Purchase of Assets. 2 2.1 Agreement to Sell and Buy..............................................................2 2.2 Assumption of Liabilities and Obligations. ............................................2 2.3

Sale and Purchase of Assets. (a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties contained herein, at the Closing, for the consideration specified in Section 4.1, the Company will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Company, all of the Company's right, title and interest in and to (i) the Business Intellectual Property, free and clear of any Liens, other than Permitted Liens, (ii) the Transferred Bank Accounts, free and clear of any Liens, other than Permitted Liens, and (iii) all other assets, properties and rights (whether tangible or intangible, real, personal or mixed, fixed, contingent or otherwise, and wherever located) of the Company or otherwise Related to the Business (except for Retained Assets), in each case free and clear of any Liens, other than Permitted Liens, as the same shall exist on the Closing Date, including the following to the extent Related to the Business (unless otherwise provided): (i) all real property Leases set forth on Schedule 2.1(a)(i); (ii) all accounts, loans and notes receivable (whether current or not current), performance and surety bonds and letters of credit or other similar instruments in favor of the Company; (iii) all inventories, including finished products, work-in-process, materials, parts, components, production stock, accessories, supplies and consigned inventory (including all such inventories that are held by third parties); (iv) all machinery, equipment, tooling, vehicles, furniture and fixtures, leasehold improvements, plant and office equipment, test equipment, laboratory equipment and supplies, repair parts, repair stock, tools, computer hardware and software (including all enterprise information systems), engineering and design equipment, computer networking equipment and other tangible personal property, together with any rights, claims and interests arising out of maintenance or service contracts relating thereto or the breach of any express or implied warranty by the manufacturers or sellers of any such assets or any component part thereof; (v) all Contracts, including all rights to receive payment for products sold or services rendered, and to receive goods and services, pursuant to Contracts and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder (whether or not arising or asserted before, on or after the Closing Date); (vi) all credits, advances, pr...

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

Sale and Purchase of Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (defined below), Seller will sell, assign, transfer and convey to Buyer or its designees, and Buyer or its designees will purchase, acquire and accept from Seller, free and clear of Encumbrances, all of Seller’s rights, title and interest in and to the following assets of Seller (the “Purchased Assets”): (a) all of Seller’s worldwide rights, title, and interests in and to the trademarks, service marks, trade names, logos and corporate names set forth on Schedule 2.1(a) hereto (whether registered or not), together with translations, adaptations, derivations and combinations thereof and including the goodwill of the business associated therewith, and all applications, registrations, renewals in connection therewith (collectively, the “Marks”) as well as all rights to s▇▇, recover and retain damages for any past, current or future infringement of the Marks. (b) all of Seller’s worldwide rights, title and interests in and to all of Seller’s registered and unregistered copyrights and copyright registrations and applications related to the Marks including without limitation the copyright registrations set forth on Schedule 2.1(b) (collectively, the “Copyrights”); (c) all of Seller’s domain names and all domain names registered on Seller’s behalf for use in Seller’s business and corresponding registrations including without limitation the domain names set forth on Schedule 2.1(c) (collectively, the “Domain Names”); (d) all trade and other accounts receivable owing to Seller on the Closing Date which shall be set forth on Schedule 2.1(d) to be attached hereto on the Closing Date, including the benefit of all collateral, security, guaranties, and similar undertakings received or held in connection therewith and any claim, remedy or other right related to the foregoing (the “Acquired Accounts Receivable”); provided, however that Acquired Accounts Receivable shall consist solely of the following: (i) accounts receivable listed on Schedule 3.5 less any accounts receivable collected in accordance with Section 5.4 and less any accounts receivable on which goods have been returned, plus (ii) accounts receivable generated by Seller after April 4, 2005 (x) in connection with goods sold to account debtors either listed on Schedule 3.5 or approved in advance by Buyer or (y) that Buyer agrees in its sole discretion to purchase; (e) the pairs of boots in the style numbers and quantity as set forth on Sc...

Sale and Purchase of Assets. Subject to the terms and conditions herein set forth, Seller agrees to sell, convey, assign, transfer and deliver to Purchaser, the following assets (collectively, the "Assets"): (a) all of the Equipment; (b) all of the Inventory; (c) all of the Seller's interest in those licenses and permits listed on Schedule 10(k); (d) all of the Contracts specified on Exhibit 2(d); (e) all of the Seller's books and records with respect to the Locations relating to: (i) customer and supplier lists, records and correspondence; (ii) purchase orders representing orders for merchandise purchased or sold by the Seller and for services to be provided by Seller; (iii) all documents relating to Backlog and all Work-in Progress as of the Effective Date; (iv) all books of account, copies of invoices and back- up data for the accounts receivable; and (v) employees; (f) all of the Seller's interest in the telephone numbers and telephones used by the Seller; (g) all office and maintenance supplies at the Locations; (h) all Proprietary Rights; (i) the prepaid expenses, deposits and other assets described on Schedule 2(j) hereto, and all contracts or agreements with respect thereto; and (j) Seller's customer lists and goodwill associated with the business operated at the Locations. All of the Assets shall be delivered free and clear of any liens, claims, pledges, security interests, mortgages or encumbrances of any kind. Purchaser is not purchasing the cash, bank accounts, or insurance of the Seller. In addition, at Closing Seller will deliver possession of: (a) All Backlog as of the Closing Date; (b) All Work-in-Progress as of the Closing Date; and (c) All customer equipment, software, burn-in boards and property as identified on Schedule 10(d) and all customer Devices (collectively "Customer Property").

Sale and Purchase of Assets. At the Closing, the Company shall sell and transfer to Buyer, and Buyer shall purchase from the Company, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Company’s assets, properties and business as a going concern relating to the Business of every kind, nature and description, wherever located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in its books or financial statements, except for the Retained Assets. The properties, business, goodwill and assets of the Company relating to the Business to be sold and transferred to Buyer hereunder (collectively, the “Purchased Assets”) shall include the following: (a) all of the Company’s machinery, equipment, components, parts, tooling, dies, jigs, spare parts, supplies and materials relating to the Business, as set forth on Schedule 2.1(a); (b) all of the Company’s inventories of raw materials, work-in-process, parts, subassemblies and finished goods relating to the Business, and all other materials and supplies to be used or consumed by the Company relating to the Business in the production of finished goods, wherever located and whether or not obsolete or carried on the Company’s books of account, including the items set forth on Schedule 2.1(b); (c) all of the Company’s other tangible personal property relating to the Business, including office furniture, office equipment and supplies, leasehold improvements, and computers and all related equipment, as set forth on Schedule 2.1(c); (d) all of the Company’s advance payments, rental deposits, prepaid items, surety accounts and other similar assets, claims, deferred charges, credits and claims for refund relating to the Business, but excluding such items as are primarily associated with or directly related to Retained Liabilities; (e) all notes and billed and unbilled accounts receivable and other rights to payments from customers of the Company, including trade accounts receivable from goods shipped, products sold or services rendered, vendor credits, and the full benefit to all security for such accounts or rights to payment, and including the items set forth on Schedule 2.1(e); (f) except as set forth in Section 2.2, all of the Company’s books, records, manuals, documents, and books of account relating to the Business, whether inscribed on tangible medium or stored in...

Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, free and clear of all liens, claims and encumbrances, and Buyer shall purchase, accept and acquire from Seller the Assets.