Common use of Subject Assets Clause in Contracts

Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts (including without limitation, any accounts, deposit accounts; all inventory, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter of credit rights; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (ERF Wireless, Inc.)

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Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All Substantially all of the assets associated with the Business, including the name Crosswind, all cash, cash equivalents, accounts (including including, without limitation, any accounts, deposit accounts; all , inventory, equipment, vehicles, goods, documents pertaining to operationsdocuments, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including including, without limitation, all equity interests owned by Seller); all letter of , letter-of-credit rights; all accounts , trademarks, trademark applications, trade styles, patents, patent applications, copyrights, copyright applications and notes receivableother intellectual property in which Seller now has or hereafter may acquire any right, all work in progresstitle or interest, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereofthereof (including, without limitation, proceeds of insurance), all documents, files and records containing technical support, all additions, accessions and substitutions thereto or therefore and other information pertaining to the operation of the Businessbusiness (collective, "Purchased Assets"), including those listed in Schedule 1.1. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (ERF Wireless, Inc.)

Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All Substantially all of the assets associated with the Business, including all cash, cash equivalents, accounts (including including, without limitation, any accounts, deposit accounts; all , inventory, equipment, vehicles (except a certain Toyota vehicle used by Xxxxxx XxXxxxx) goods, documents pertaining to operationsdocuments, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including including, without limitation, all equity interests owned by SellerMomentum Online); all letter of , letter-of-credit rights; all accounts , trademarks, trademark applications, trade styles, patents, patent applications, copyrights, copyright applications and notes receivableother intellectual property in which Seller now has or hereafter may be acquired by Momentum Online any right, all work in progresstitle or interest, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereofthereof (including, without limitation, proceeds of insurance), all documents, files and records containing technical support, all additions, accessions and substitutions thereto or therefore and other information pertaining to the operation of the Businessbusiness (collectively, "Purchased Assets"). All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (ERF Wireless, Inc.)

Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts all inventories; all intellectual property (including without limitationbut not limited to patents and pending patent applications, any accountscopyrights, deposit accountstrade names, and trade marks, and all other intellectual property); all inventoryassets acquired from Netzah Inc. and MoneyVue Financial, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes)Inc. including non-compete agreements; all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up banking customers; all general intangiblesthe revenue sharing agreements with Xxxxxx CNET, chattel paperFirst National Bank of Cameron, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter and City National Bank of credit rightsXxxxxx; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all distribution rights and intellectual property rights to the CryptoVue System originally developed by Netzah, Inc.; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto support and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (ERF Wireless, Inc.)

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Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: All cash, cash equivalents, accounts (including without limitation, any accounts, deposit accounts; all inventory, equipment, goods, documents pertaining to operations, instruments (including, without limitation, promissory notes); all rights to equipment, tower and office space leases; all contract rights including ISP Subscriber Agreements, all Design Agreements, Equipment Purchase Agreements, Internet Access and Monitoring and Maintenance Agreements with commercial customers, including the existing dial-up customers; all general intangibles, chattel paper, supporting obligations, investment property (including without limitation, all equity interests owned by Seller); all letter of credit rights; all accounts and notes receivable, all work in progress, and all other contracts and agreements relating to the conduct of the Business; all equipment and software; the 1996 Ford and 1993 GMC bucket trucks; the 40 foot trailer mounted tower; the BDN 70 foot crank-up tower; all legally assignable government permits, licenses and certifications ("Governmental Permits"); and all proceeds and products thereof, all documents, files and records containing technical support, all additions, accessions and substitutions thereto and other information pertaining to the operation of the Business. All of the assets being purchased by Buyer as described in this Paragraph 1.1 are hereinafter referred to as the "Subject Assets." Documentation that will be provided under the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (ERF Wireless, Inc.)

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