Assets Included. Subject to Section 1.2, Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:
Assets Included. Subject to Section 1.2, Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana:
Assets Included. On the terms and subject to the conditions set forth in this Agreement, and in reliance upon the covenants, representations and warranties of the Seller at the Closing (as defined in Section 2.4 hereof), Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer and deliver to Purchaser, free and clear of any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), the Assets set forth on Schedule 2.1 of the schedules attached hereto and include (but are not limited to) the following:
Assets Included. The following assets are included in the sale of the business herein (check all that are applicable): Business Trade Name; Domain Name(s)/Website(s); Furniture, Fixtures and Equipment; Leasehold Improvements; Lease Rights; Contract Rights; On-Hand Inventory; Business and/or Fax Telephone Numbers; Customer List; Computer Software; Other:
Assets Included. The assets of NBS to be acquired by Purchasers In connection with Purchasers' acquisition of the Interests shall include the following scheduled items: (a) All items of personal property, including, but not limited to, office furniture, office equipment, office supplies, and other tangible personal property related to the administration of the Business as is, where is and as set forth on Schedule 2.8(a). (b) All items of switching equipment, networking equipment, and customer premise equipment as is, where is and as set forth on Schedule 2.8{b). (c) All items of computer equipment, related peripherals, and software licenses (as are assignable) related thereto as is, where is and as set forth on Schedule 2.8(c). (d) All rights under any written or oral Contract, lease, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization set forth on Schedule 2.8(d). (e) All licenses, permits, and authorizations (collectively, "Licenses and Permits"), subject to Fusion qualifying for all of said Licenses and Permits, listed on Schedule 2.8(e). (f) All Intellectual Property, as previously defined, whether registered or unregistered, and any applications therefor utilized by or in any way associated with the Business or the products and services offered by the Business, as set forth on Schedule 2.8(f). (g) All Business Records, Including without limitation all records, manuals and other documents relating to or used in connection with the Business. If there Is a claim made, the Company shall have the reasonable right of access to the Business Records post-closing for the period of the applicable statute of limitations. (h) The customer base and all customer information, files. records, data, plans and recorded knowledge, including customer records, customer contracts, customer lists and prospect lists forth on Schedule 2. (h), as may be updated to and including the Closing Date, as well as all customer agreements and contracts associated with the foregoing ("Customer Agreements''),except that customer agreements evidenced by NBS' standard form of customer agreement need not be identified on Schedule 2.8(h). Page 8 (i) The supplier lists and contracts with suppliers set forth on Schedule 2.8(i) ("Supplier Contracts),as may be updated to and including the Closing Date. (j) The maintenance and service co...
Assets Included. On the terms and subject to the conditions set forth in this Agreement and in reliance on the representations and warranties of Seller and the Stockholder, at the Closing (as defined in Section 3.1 hereof) Buyer shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Buyer, free and clear of any and all liabilities, judgments, pledges, liens, tax liens, claims, charges, security interests, exceptions or encumbrances whatsoever, except as disclosed in and permitted by this Agreement (collectively, "Liens"), all right, title and interest of Seller in and to all of the operating assets, rights and properties of Seller related to or used in the Business, of every nature, kind and description, tangible and intangible, wherever located, as of the date of this Agreement and as they exist on the Closing Date (except properties and assets disposed of and accounts receivable and notes receivable paid to Seller in full, each in the ordinary course of business between the date of this Agreement and the Closing
Assets Included. The assets of NBS to be acquired by Purchasers In connection with Purchasers' acquisition of the Interests shall include the following scheduled items:
Assets Included. The Assets to be purchased by PBS&J pursuant to this Agreement and the values agreed to for each category of assets shall be: Asset Value ----- -----
Assets Included. On the terms and subject to the conditions set forth in this Agreement, and in reliance upon the covenants, representations and warranties of the Seller and the Shareholders, at the Closing (as defined in Section 2.3 hereof), Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer and deliver to Purchaser, free and clear of any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), all assets, rights and properties of the Seller, of every nature, kind and description whatsoever, tangible and intangible, wherever located and as they exist on the date hereof, other than the assets set forth on Schedule 2.1 and identified thereon as “Excluded Assets” (collectively, the “Assets”). The parties hereto acknowledge and agree that Schedule 2.1 identifies cash and Accounts Receivable as Excluded Assets, but as to Accounts Receivable, only to the extent that all goods or services to be provided with respect thereto have already been provided in full, and Seller hereby represents and warrants such to be the case with respect to all Accounts Receivable set forth on Schedule 2.1. The Assets are more fully set forth on Schedule 2.1 of the disclosure schedules attached hereto and include (but are not limited to) the following:
Assets Included. Seller agrees to sell, transfer, convey and assign to Buyer at Closing the following:
