The Purchased Assets Clause Samples

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. 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 the Seller is the registered and beneficial owner of, and has good and valid title to, all of the Purchased Assets, free and clear of all Liens, apart from Permitted Encumbrances. Upon consummation of the transactions contemplated by the Agreement, the Buyer will acquire good and valid title to the Purchased Assets, free and clear of all Liens, apart from Permitted Encumbrances;

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 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. The documents of transfer to be executed and delivered by the Seller at the Closing will be sufficient to convey good and marketable title to the Purchased Assets to the Purchaser, free and clear of all Encumbrances, other than Assumed Liabilities.

The Purchased Assets. Except for the Excluded Assets: (a) Attached hereto as Schedule 4.4(a) is a complete and accurate list of each parcel of real property owned by Sellers on which a Restaurant is located or which is being held for development of a Restaurant (the "Owned Real Property"), separated by Restaurant location and listing the street address; (b) Attached hereto as Schedule 4.4(b) is a complete and accurate list of each parcel of real estate leased by Sellers or in which it has a leasehold or other interest on which a Restaurant is located or which is being held for development of a Restaurant (the "Leased Real Property"), separated by Restaurant location, listing the street address of such property and the name and address of the landlord's agent to which Sellers are obligated to provide notices regarding the Leased Real Property (collectively, the Owned Real Property and the Leased Real Property are referred to as the "Real Property"); (c) Attached hereto as Schedule 4.4(c) is a complete and accurate list of all agreements or documents under which Sellers claim or hold such leasehold or other interest or right to the use of the Leased Real Property (the "Real Property Leases") separated by Restaurant location and showing the street address, each amendment, modification or extension thereof, and the dates of each such amendment, modification or extension; (d) Attached hereto as Schedule 4.4(d) is a complete and accurate list by Restaurant of the original basis and accumulated depreciation for financial and tax reporting purposes of (i) fixed assets (other than inventory and supplies) being conveyed hereunder as of the month end immediately preceding the date of this Agreement, and (ii) land, buildings and leaseholds being conveyed hereunder as of the month end immediately preceding the date of this Agreement; (e) Attached hereto as Schedule 4.4(e) is a complete and accurate list of all liens, claims, encumbrances and restrictions on the Equipment; (f) Attached hereto as Schedule 4.4(f) is a complete and accurate list of all leases of personal property used in the operation of the Restaurants (the "Equipment Leases"), identified by parcel of Owned Real Property or Leased Real Property where the leased equipment is located, separated by Restaurant location and identifying the parties thereto, the property leased thereunder; (g) Attached hereto as Schedule 4.4

The Purchased Assets. The "Purchased Assets" shall mean all -------------------- right, title, interest and claims of Gold ▇▇▇▇ in and to the following assets:

The Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall grant, sell, assign, transfer, convey and deliver to the Buyers, or one or more wholly-owned subsidiaries thereof, free and clear of all Encumbrances whatsoever, other than the permitted Encumbrances set forth on Schedule 2.1 (the "Permitted Encumbrances"), and the Buyers shall purchase from the Seller, all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):

The Purchased Assets. All Purchased Assets used (owned or leased) in connection with the OS Business belong to or are used as of right by OS and OS has good and valuable title to all Purchased Assets. All Purchased Assets are free of encumbrances or restriction on transfer at Closing, other than Permitted Liens, and there is no option, right or pre-emption, requirement for consent, right to acquire, mortgage, charge, pledge or other form of security or Lien on, over or affecting any of the Purchased Assets, nor is there any commitment to give or create any of the foregoing, and no third party has claimed to be entitled to any of the foregoing. OS transfers to DanDrit assets and rights material for the continuance of the OS Business as it is currently being conducted. The Purchased Assets are, in all material respects, in good condition and satisfactory working order, ordinary wear and tear excepted, and have been regularly maintained in accordance with any safety regulations usually observed in relation to them.

The Purchased Assets. The Purchased Assets constitute all of the rights, properties and assets which are necessary for the conduct of the Business. No third party (including any Affiliate) owns or has any interest by lease, license or otherwise in any of the Purchased Assets.