The Purchased Assets Sample Clauses

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. The assets referred to in Section 1.1 above are enumerated more specifically in Schedule 1.2 and are referred to hereinafter as the "Purchased Assets."
The Purchased Assets. As consideration for the purchase of the Purchased Assets, Buyer shall pay to the Company an aggregate amount payable at Closing, of $825,000.00 payable by cashier’s check, certified funds or wire transfer, which amount is referred to hereinafter as the “Asset Purchase Price.”
The Purchased Assets. The "Purchased Assets" shall mean all -------------------- right, title, interest and claims of Gold Xxxx in and to the following assets:
The Purchased Assets comprise substantially all of the personal and intangible properties used in the conduct of the Business which are necessary in order for the Company and the Selling Stockholders to carry on the Business as is now conducted by the Company. The Company has good and valid title to all of the Purchased Assets, free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature whatsoever, except for Permitted Encumbrances. The Company owns no real property. All machinery and equipment which are material to the business, operation or condition (financial or otherwise) of the Company are in substantially good operating condition and repair, subject to normal wear and tear; and none of such machinery or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not substantial in nature or cost. Schedule 4.8 contains an accurate list setting forth all (A) real property leased (whether as lessor or lessee) or subject to contract or commitment of purchase or sale or lease (whether as lessor or lessee) by the Company and (B) machinery and equipment, motor vehicles and other personal property owned by the Company or leased by or to the Company, or which is otherwise used or available for use in connection with the Business.
The Purchased Assets. The Seller, subject to the terms and conditions -------------------- of this Agreement, shall sell, transfer, convey and deliver to the Buyer all of its right, title and interest in all of the Assets (collectively, the "Purchased Assets") that are listed on Exhibit 2.1 hereto.
The Purchased Assets. With respect to the Purchased Assets, the Seller represents and warrants that:
The Purchased Assets. The Purchased Assets.