Purchase and Sale of the Purchased Assets. 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11
Purchase and Sale of the Purchased Assets. Section 2.1 Purchase and Sale 10 Section 2.2 Purchase Price 11 Section 2.3 No Assumed Obligations 12 Section 2.4 Excluded Assets 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 3.1 Organization 12 Section 3.2 No Conflicts 12 Section 3.3 Authorization 13 Section 3.4 Ownership 13 Section 3.5 Governmental and Third Party Authorizations 14 Section 3.6 No Litigation 14 Section 3.7 Solvency 14 Section 3.8 Tax Matters 15 Section 3.9 No Brokers’ Fees 15 Section 3.10 Employee Benefit Matters 15 Section 3.11 Compliance with Laws 15 Section 3.12 Licensed Products 16 Section 3.13 Regulatory Approval 16 Section 3.14 Counterparty Agreement 17 Section 3.15 First Agreement and Second Agreement 19 Section 3.16 UCC Matters 20 Section 3.17 Margin Stock 20 Section 3.18 Investment Company Act 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Section 4.1 Organization 20 Section 4.2 No Conflicts 21 Section 4.3 Authorization 21 Section 4.4 Governmental and Third Party Authorizations 21 Section 4.5 No Litigation 21 Section 4.6 Access to Information 22 Section 4.7 No Competitor 22 Section 4.8 UCC Matters 22 ARTICLE V COVENANTS
Purchase and Sale of the Purchased Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall, or shall cause its relevant Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear from all Encumbrances (other than Permitted Encumbrances), and Buyer shall purchase, acquire and accept from Seller, and such Affiliates of Seller, all right, title and interest of Seller and such Affiliates in and to the Purchased Assets.
Purchase and Sale of the Purchased Assets. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets shall include, but are not limited to, the following assets, properties and rights:
Purchase and Sale of the Purchased Assets. In addition to the purchase of the Equity Interests on the terms and conditions described in Section 2.1 above, upon the terms and subject to the satisfaction or waiver, if permissible under applicable Law, of the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Seller shall, and shall cause each of its relevant Subsidiaries (other than the Transferred Subsidiaries) to, sell, convey, assign, transfer and deliver to Buyer (or one of its Affiliates), and Buyer (or one of its Affiliates) shall purchase, acquire and accept from Seller and each such Subsidiary, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s and such Subsidiary’s right, title and interest in and to all of the assets, properties, claims, and rights primarily related to or primarily used or held for use by Seller or any of its Affiliates (other than any such assets, property, claims and rights held by any of the Transferred Subsidiaries) in the Devices & Services Business of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including all of the assets, properties, claims and rights of the types set forth or described below, but excluding the Excluded Assets (collectively, the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof, and subject to the exclusions set forth in Section 1.3, at the Closing, Seller shall, and shall cause its Subsidiaries (other than any Acquired Companies), to sell, assign, transfer, convey and deliver to Purchaser and/or one or more of its Designated Affiliates, and Purchaser and/or one or more of its Designated Affiliates shall purchase, acquire and accept from Seller and/or its Subsidiaries (other than any Acquired Companies), all of the right, title and interest of Seller and/or its Subsidiaries (other than any Acquired Companies) in, to and under all of the following assets, properties, rights, Contracts and claims of Seller and/or its Subsidiaries (other than any Acquired Companies), wherever located, whether tangible of intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”):
Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens except for Permitted Liens, the entire right, title and interest of Seller in only the following assets, properties and rights:
Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to the Purchaser and the Purchaser shall purchase and acquire from the Seller all of the Seller’s right, title and interest of the Seller and, as applicable, its Affiliates in and to all of the assets and properties of the Seller and, as applicable, its Affiliates of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, used or held for use in connection with the Business, as the same shall exist on the Closing Date, including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, including, without limitation, the following:
Purchase and Sale of the Purchased Assets. As of the Closing Date, and on the terms and subject to the fulfillment of the conditions of this Agreement, the Seller agrees to sell, assign and transfer all rights, title and interest in and to certain tangible and intangible assets of the Seller to the Purchaser, and the Purchaser agrees to purchase from the Seller the Purchased Assets, free and clear of all Encumbrances. The Purchased Assets consist of: (a) all of the Seller’s rights and remedies, as of and from the Closing Date, concerning each Medical Billing Agreement; (b) all goodwill of Seller (100% of the Purchase Price shall be allocated to intangible assets and goodwill) related to the Medical Billing Agreements and other Purchased Assets; (c) all software programs and/or applications owned by Seller (including any associated licenses which are assignable); (d) any other assets that are owned by Seller that are needed for the conduct of the business of the Seller, provided that the Purchased Assets shall not include any Excluded Assets; and (e) all Intellectual Property of Seller, including such right, title and interest in and to the name “Renaissance Medical Billing, LLC” as Seller possess.
