SALE OF TANGIBLE AND INTANGIBLE ASSETS Sample Clauses

SALE OF TANGIBLE AND INTANGIBLE ASSETS. The Seller, at the Closing referred to in Section 2 hereof, will grant, sell, transfer, convey and deliver to the Purchaser all of the Sellers accounts receivable and billing through October 31, 1997, listed on the attached Schedule A, excepting, however, (i) attorney accounts; (ii) automobile insurance accounts; (iii) motor vehicle accident accounts; (iv) HMO accounts; (v) and capitation accounts; in the total amount of $120,538.00. The accounts receivable and billing of the Seller to be transferred hereunder are hereinafter sometimes called the "Assets."
Sample 1
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SALE OF TANGIBLE AND INTANGIBLE ASSETS. The Seller, at the Closing referred to in Section 2 hereof, will grant, sell, transfer, convey and deliver to the Purchaser all of the Seller's furniture, fixtures, leasehold improvements, equipment, signs, manuals, inventories (including office supplies), accounts receivable, rights under contracts, "Logo" licensing agreement, agreements, operating permits, goodwill, inventions, processes, know-how, patient histories and records, current and prospective client information, existing clientele, computer equipment, company specific software and databases, forms, brochures, client relations procedures, practice development resources and methods, fee schedules, operating systems, information bases, telephone listings, and all other similar properties and rights used by the Seller in connection with the conduct of Seller's business, all as the same shall exist on the Closing Date (as herein defined,) including but not limited to the items listed on the attached Schedule 1, excepting, however, (i) all of the corporate records of the Seller containing records of Seller's director's, and shareholder's meetings and Seller's stock transfer and issuance records and any other corporate records of Seller that do not pertain to the assets, properties and business of the Seller to be transferred pursuant to this Agreement, (ii) all rights in any fund relating to unemployment compensation, retirement, pension, profits sharing, bonus and savings funds, (iii) any of Seller's prepaid federal and state income taxes on the Closing Date, all of any of Seller's rights to, and claims for, federal and state income tax refunds and refunds of other taxes paid, and (iv) Seller's leasehold interest in and to the premises at 6200 Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, xxich Purchaser expressly is not assuming. The assets, properties and business of the Seller to be transferred hereunder are hereinafter sometimes called the "Assets."
Sample 1

Related to SALE OF TANGIBLE AND INTANGIBLE ASSETS

  • Intangible Assets 4,912 Other assets........................................................... 113,928 Total assets........................................................... 6,920,723 CONTINUED ON NEXT PAGE

  • Tangible Assets The Target owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used.

  • Condition of Tangible Assets All buildings, structures, facilities, equipment and other material items of tangible property and assets included in the Assets are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Stamp, Intangible and Recording Taxes The Borrower will pay any and all stamp, excise, intangible, registration, recordation and similar taxes, fees or charges and shall indemnify the Administrative Agent and each Lender against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such taxes, fees or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording, performance or enforcement of this Agreement, the Notes and any of the other Loan Documents, the amendment, supplement, modification or waiver of or consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any rights or Liens under this Agreement, the Notes or any of the other Loan Documents.

  • Instruments and Tangible Chattel Paper If any Pledgor shall at any time hold or acquire any Instruments (other than checks received and processed in the ordinary course of business) or Tangible Chattel Paper evidencing an amount in excess of $5.0 million, such Pledgor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request.

  • Intangible Property (i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, industrial design and copyright owned or used in business by the Company and the Subsidiary, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company and the Subsidiary, and all of the goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(n) or (o) of the Disclosure Schedule or the Company SEC Reports, each of the foregoing is owned free and clear of any and all liens, mortgages, pledges, security interests, levies, charges, options or any other encumbrances, restrictions or limitations of any kind whatsoever and neither the Company nor the Subsidiary has received any notice to the effect that any other entity has any claim of ownership with respect thereto. To the best knowledge of the Company, the use of the foregoing by the Company and the Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other entity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, no claims have been made, and neither the Company nor the Subsidiary has received any notice that any of the foregoing is invalid, conflicts with the asserted rights of other entities, or has not been used or enforced (or has failed to be used or enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property.

  • Mortgage and Intangible Tax Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of the Security Instrument, the Note or any of the other Loan Documents.

  • Patents and Other Intangible Assets (a) The Company (i) owns or has the right to use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any patent, trademark, service xxxx, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise.

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