The Purchased Assets. The Purchased Assets constitute all of the rights properties and assets (tangible or intangible) which were necessary for the manufacture of the Products by the Seller prior to the Closing Date. No third party owns or has any interest by lease, license or otherwise in any of the Purchased Assets other than Assumed Liabilities and the Encumbrances permitted pursuant to Section 5.7. The documents of transfer to be executed and delivered by the Seller at the Closing will be sufficient to convey good title to the Purchased Assets to the Purchaser, free and clear of all Encumbrances, other than Assumed Liabilities.
The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Entities shall grant, sell, assign, transfer, convey and deliver to CTB, free and clear of all Encumbrances whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the "Permitted Encumbrances"), and CTB shall purchase from the Selling Entities, the Business as a going concern, and all right, title and interest of the Selling Entities in and to all of the Assets used in or with respect to the conduct of the Business other than the Excluded Assets (collectively, the "Purchased Assets") as the same shall exist on the Closing Date including the following:
The Purchased Assets. The Sellers have good and marketable title to (or valid leasehold or contractual interests in) all of the Purchased Assets free and clear of any and all Liens and, at Closing, the Purchaser will be vested with good, marketable and exclusive title to the Purchased Assets free and clear of all Liens. No third party (including any Affiliate of the Sellers) owns or has any interest by lease, license or otherwise in any of the Purchased Assets. The Purchased Assets constitute all of the rights, properties, services and assets (real, personal or mixed, tangible or intangible) which are necessary for the conduct of the Business as it is currently operated and are sufficient for the Purchaser to conduct the Business from and after the Closing Date without interruption and in the Ordinary Course of Sellers’ Business. The Purchased Assets, taken as a whole, constitute substantially all of the properties and assets relating to or used or held for use in connection with the Business during the past twelve (12) months. Except for personal property owned by the Selling Parties, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Purchaser under valid, current leases or license arrangements. The Purchased Assets are adequate for the purposes for which such assets are currently used or are held for use, and are in good operating condition and fit for operation in the Ordinary Course of Sellers’ Business (subject to normal wear and tear) and, there are no defects, facts or conditions affecting the Purchased Assets which could, individually or in the aggregate, interfere with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use. All tangible personal property owned or leased by the Sellers has been maintained in accordance with generally accepted industry standards.
The Purchased Assets. As consideration for the purchase of the Purchased Assets, Purchaser shall pay to the Company an aggregate amount payable at Closing, of $2,075,000 payable by cashier’s check, certified funds or wire transfer, which amount is referred to hereinafter as the “Purchase Price.” In addition, at closing, a payment of $9,000.00 shall be paid to Company for billboard advertising (advance payment reimbursement).