Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of Xxxxxxxx Distributing, LLC, as a going concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx APN: 15-09-301-005-0000 (the "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx and leased to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx Xxxxxxx. The Note shall be secured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx and secured by the Real Property. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the Closing.

Assets to be Purchased. Upon satisfaction of all conditions Subject to the ----------------------- obligations of the parties contained herein (other than such terms and conditions as shall have been waived set forth in accordance with the terms hereof)this Agreement, the Company shall Buyer hereby agrees to purchase from Seller and Seller hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the CompanyBuyer, at Closing, except for the Closing Excluded Assets (as hereinafter defineddescribed below), all of the Companyassets of Seller owned or used in connection with the Business, as the same may exist as of the date of Closing, including, but not limited to, the following: (a) all Fixed Assets; (b) all supplies, packaging materials, marketing and sales literature, consumable materials and other miscellaneous items of similar character of Seller on hand as of Closing relating to the Business, wherever located; (c) all work in process, unbilled services and other billable charges of the Business; (d) the Accounts Receivable; (e) all sales, manufacturing, supplier and customer lists and records, personnel and payroll records, accounting records, purchasing and sale records, and all other records of the Business (except Seller's corporate minute and stock books) and the other business records of Seller listed on attached Exhibit 1.1(e); (f) all product specifications, Patents and Data, Related Information, formulae, designs, copyright registrations and applications therefor, whether issued or pending, relating to the Business and all improvements, and other similar interests relating to the Business to which Seller has any right of ownership, use or otherwise; (g) all of Seller's right, title and interest in and to the assetsname "Intelligraphics, propertiesInc.," and "Intelligraphics International, goodwill Inc." or any other name, including any derivations or abbreviations of any name under which Seller is now doing or has done business in the past; (h) all of Seller's right, title and rights interest in, to and under the Customer Contracts and the Leases and those other contracts, licenses, permits, purchase orders, sales orders, service contracts and other agreements of Xxxxxxxx Distributingthe Business existing as of Closing, LLCincluding without limitation, as a going concernthose listed on attached Exhibit 1.1(h) (the "Assumed Contracts"); (i) all Software; and (j) the goodwill, if any, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records Business. All of the Company assets being purchased by Buyer described in this Paragraph 1.1 are hereinafter referred to as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets." Buyer acknowledges that Huelsman is a partner in both Center City Plxxx, x Xisconsin general partnership, and Center City Leasing LLC, a Wisconsin limited liability company (collectively, the "Business Enterprises"), including without ------ limitation all items reflected that Seller leases certain office space and equipment from the Business Enterprises, and that the Assets shall not include any assets which are set forth on the Company's latest balance sheet attached Exhibit 2.2 (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx APN: 15-09-301-005-0000 (the "Real PropertyExcluded Assets"). The Real Property is currently owned by Xxxxx Xxxxxxx and leased to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx Xxxxxxx. The Note shall be secured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx and secured by the Real Property. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the Closing1.2.

Assets to be Purchased. Upon satisfaction of all conditions the terms and subject to the ----------------------- obligations of the parties contained herein conditions set forth in this Agreement (other than such conditions as shall have been waived in accordance with the terms hereof), the Company Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the CompanySeller, at the Closing (as hereinafter defined)hereunder, all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of Xxxxxxxx Distributing, LLCSeller, as a going concern, of every nature, kind and description, tangible and intangible, wherever wheresoever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) Seller (hereinafter sometimes collectively called the referred to as "Seller's Assets"), including without ------ limitation (i) the right to use the names and all items variations thereof listed on Exhibit 3(a)(i) hereto; (ii) the assets referred to in the form(s) of Bxxx (or Bills) of Sale listed on Exhibit 3(a)(ii) hereto; (iii) the trademarks, licenses, and other Intellectual Property Rights set forth in the assignment and transfer documents set forth in Exhibit 3(a)(iii) (the "IP Assignments"); and (iv) the assets reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet assets as shall have occurred in the ordinary course of the CompanySeller's business between the date thereof December 31, 1999 and the Closing and which are permitted by the terms hereof. Except as otherwise provided ; and excluding only (x) the minute books, corporate seal and stock records of Seller, and (y) the assets specifically set forth on Exhibit 3(a)(iv) hereto (the assets referred to in this AgreementSections 3(a)(iv)(x) and (y), hereinafter, collectively, the "Excluded Assets"). All real property assets and fixtures included among Seller's Assets shall be conveyed free and clear of any mortgageLien, pledgeexcept for those Liens described on Exhibit 3(a) hereto (the "Permitted Liens"). All machinery, lienequipment, security interestvehicles and other personal property, encumbranceincluding without limitation inventories, claimaccounts and notes receivable, easementtrade notes, restriction or charge trade accounts and Intellectual Property Rights, shall be conveyed free and clear of any kind or nature (Liens except for the Permitted Liens. Purchaser shall not assume any liabilities of Seller whether or not associated with Seller's Assets or in any other way associated with Seller or any of record). The Assets shall also include the real property and improvements commonly known its businesses except as 0000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx APN: 15-09-301-005-0000 (the "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx and leased to the Company. At Closing, title to the Real Property shall be conveyed to and shall vest specifically set forth in the Purchaser (or Purchaser's nomineeLiability Undertaking set forth in Exhibit 3(b)(B). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx Xxxxxxx. The Note shall be secured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx and secured by the Real Property. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx will be terminated at the Closing.

Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- ------------------------ obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of Xxxxxxxx Marshall Distributing, LLC, as a going xx x xxxng concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 0000 Xxxx 0000 3085 West 1100 Xxxxx, Xxxx Xxxx Xxxx, Xxxx APNXXX: 1500-0900-301000-005000-0000 (the xxe "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx Terry Nielsen and leased to the Companyxxx Xxxxxxx. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx XxxxxxxTerry Nielsen. The Note shall be secured sxxxx xx xxxured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx Terry Nielsen and secured by the Real Propertyxxx Xxxx Xxoperty. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx Terry Nielsen will be terminated at the texxxxxxxx xx xxe Closing.

Assets to be Purchased. Upon satisfaction of all conditions to the ----------------------- ------------------------- obligations of the parties contained herein (other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties, goodwill and rights of Xxxxxxxx Marshall Distributing, LLC, as a going xx x xxxng concern, of every nature, kind and description, tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively called the "Assets"), including without ------ limitation all items reflected on the Company's latest balance sheet (the "Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary course of the Company's business between the date thereof and the Closing and which are permitted by the terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of record). The Assets shall also include the real property and improvements commonly known as 0000 Xxxx 0000 Xxxxx3085 West 1100 South, Xxxx Xxxx Xxxx, . Xxxx APNXXX: 1500-0900-301000-005000-0000 (the xxe "Real Property"). The Real Property is currently owned by Xxxxx Xxxxxxx Terry Nielsen and leased to the Companyxxx Xxxxxxx. At Closing, title to the Real Property shall be conveyed to and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive installment Installment note (the "Note") in the principal sum of $770,000 payable to Xxxxx XxxxxxxTerry Nielsen. The Note shall be secured sxxxx xx xxxured by an all inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and junior Junior to the existing note and deed of trust executed by Xxxxx Xxxxxxx Terry Nielsen and secured by the Real Propertyxxx Xxxx Xxxperty. The Note shall accrue interest at the same rate as the underlying note; interest only payable monthly commencing one month following the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as provided in Section 1.3.2(a) below. The lease between the Company and Xxxxx Xxxxxxx Terry Nielsen will be terminated at texxxxxxxx xx the Closing.,