Acquisition of the Assets Sample Clauses

Acquisition of the Assets. 3 2.1 Delivery Of Assets.....................................3 2.2

Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser at the Closing, and Purchaser agrees to purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the assets of Seller used or useful in the Business, which are not Excluded Assets (including all accounts and notes receivable, instruments and chattel paper, all inventory, software, all pre-paid expenses (to the extent assignable), equipment, real property and leasehold estates, all subsisting service contracts and contract rights and open orders (to the extent assignable), all intellectual property, permits, licenses and all general intangibles, including the Lorica Solutions trade name and related logos, and all other material assets which are necessary to successfully operate the Business), together with all documents, files and records containing financial, Tax, technical support and other information pertinent to the operation of the Business, and all associated goodwill (collectively, the “Assets”), specifically including but limited to: (a) all accounts and notes receivable, instruments and chattel paper identified or described in Schedule 2.1 (a) hereto attached; (b) rights, title and interest of the Business in, to and under all material existing contracts and agreements, written and verbal to which the Seller is a party, specifically including but not limited to the service, support and maintenance agreements more particularly identified in Schedule 2.1(b) (the “Major Assigned Contracts”); (c) all inventory (including, without limitation, supplies, spare parts and components) listed in Schedule 2.1(c), including but not limited to all telephony systems, parts, components, implements and other tangible personal property of every kind and description specifically used in connection with the Business (“Inventory”); (d) all customer lists, sales records, credit data and other information relating to customers of the Business; (e) all equipment identified or described by item or type in Schedule 2.1(e) hereto attached; (f) all real property and leaseholds described in Schedule 2.1(f) hereto attached; (g) all software and intellectual property, including patents, trademarks and copyrights, and all permits and licenses, described in Schedule 2.1(g) hereto attached; and (h) copies of all relevant books, records, papers and instruments of whatever nature and wherever located that r...

Acquisition of the Assets of ▇▇▇▇ ▇▇▇▇▇ Group LLC. Concurrently with the execution of this Agreement, the Company shall have consummated the acquisition of all or substantially all of the assets of the ▇▇▇▇ ▇▇▇▇▇ Group LLC and its affiliates. 10

Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's assets, properties, businesses, franchises, goodwill and rights of every kind and character, tangible or intangible, real or personal, whether owned or leased, other than the Excluded Assets (collectively, the

Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase from the Company, all of the Company's assets,

Acquisition of the Assets. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Transferor shall sell, assign, convey and transfer to Transferee, Transferor’s entire right, title and interest in and to the assets as set forth Exhibit A (the “Purchased Assets”), together with all goodwill associated therewith, for use and registration by Transferor (collectively, the “Assets”), and the products held for sale by the Transferor which are used in the ordinary course of the Transferor’s business (the “Inventory”, and together with the Purchased Assets, the “Assets”).

Acquisition of the Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers agree to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from each of the Sellers, all of the right, title and interest of each of the Sellers in and to the following assets, properties, businesses, franchises, goodwill and rights of each of the Sellers (collectively, the “Assets”), free and clear of all Encumbrances: (a) all of each of the Sellers’ right, title, estate and interest in and to the following real estate and more fully described on Schedule 5.07 hereto: (i) DeSoto (consisting of two parcels of approximately 5 acres and 4.511 acres, respectively); (ii) Midlothian (consisting of approximately 17.5 acres); (iii) Prosper (consisting of approximately 10.15 acres); (iv) Mesquite (consisting of approximately 2.15 acres); (v) Dallas (consisting of approximately 2.13 acres) leased by Go-Crete on a month to month oral basis; and (vi) ▇▇▇▇▇▇▇▇▇ (consisting of approximately 2098 acres) (collectively, the “Land”). (b) all fixtures and other improvements located on the Land; (c) all accounts receivable of each of the Sellers as of the close of business on the Closing Date; (d) all inventory (including, without limitation, spare parts inventory) and works-in-progress of each of the Sellers; (e) all customer lists, sales records, credit data and other information relating to customers of each of the Sellers; (f) all right, title and interest of each of the Sellers in, to and under the contracts and agreements with customers and suppliers to which each of the Sellers are a party, except for any which are Excluded Liabilities (the “Operating Agreements”); (g) all vehicles and other transportation equipment of each of the Sellers, including, without limitation, the vehicles and other transportation equipment set forth in Schedule 5.08; (h) all of the furniture, fixtures, equipment, machinery, plants, tools, appliances, telephone systems, copy machines, signs, fax machines, implements, spare parts, supplies, leasehold improvements, construction in progress and all other tangible personal property of every kind and description owned by each of the Sellers or each of the Sellers leasehold interests therein (the “Equipment”), including, without limitation, the Equipment set forth in Schedule 5.08; (i) all right, title and interest of each of the Sellers in, to and under all Permits (hereinafter defined) owned or possessed by each of ...

Acquisition of the Assets. 1.01. ACQUISITION OF THE ASSETS FROM THE TRANSFEROR. (a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Transferor shall sell, transfer, convey, assign and deliver to the Transferee, and the Transferee shall purchase, acquire, accept and assume from the Transferor, the assets set forth on Exhibit A hereto (the “Purchased Assets”) and the products held for sale by the transferor which are used in the operation of the Transferor’s business (the “Inventory” and “Accounts Receivable”, and together with the Purchased Assets, the “Assets”). (b) The Assets shall include the Transferor’s (i) accounts receivable and inventory, and (ii) disclosed accounts payable and accrued liabilities.

Acquisition of the Assets. (a) Subject to the terms and conditions of this Agreement, Group 1 shall acquire at Closing (as defined below) and Trisense shall sell to Group 1, all of TriSense’s right, title and interest, and with respect to the items set forth in items (v), and (viii) and (xi) below, any interest of a third party, in and to all of the assets (collectively, except for the excluded assets set forth in Schedules 1.6.1 and 1.4.1 hereof, the “Assets”) of Trisense related to, or used in conjunction with, the business of Trisense of developing and distributing ▇▇▇▇ presentment and payment software, and related businesses, as conducted by Trisense on the date of this Agreement (the “Business”) including, but not limited to the following assets: (i) all of TriSense’s business methods, web pages and web sites (screens and underlying programming), computer programming and derivative works, customizations, supplemental works, interim works, works in progress and all other intellectual or industrial property rights (other than Trademarks as defined below), and portions thereof, whether or not fixed in a tangible medium of expression, including without limitation (A) all patents, copyrights and applications for such, and rights with respect to patents, and applications for such (including without limitation, U.S. Patent No. 6,078,907), (B) all moral rights, inventions, original works of authorship, discoveries, concepts, data, processes, ideas and know-how contained therein or associated therewith; with respect to all channels or modes of transmission, receipt, display or processing; with respect to all computing or processing platforms and configurations - known or unknown (e.g., Internet, WWW, PC, midrange, LAN, WAN, client server, mini, mainframe and so on); with respect to all the processes or works at any time developed or owned by TriSense (collectively, the “IPR”); (ii) whether or not included in the IPR, all of the computer programs identified in Exhibit 1.1, hereto, and all development tools (other than those licensed from third parties) for such software (collectively the “Software”), including both object code and source code versions to the extent in existence, and including, without limitation, (A) all definition of files, fields of files, variables, details, parameters, installation and maintenance specifications, inputs and outputs (including codes and acronyms), program descriptions, file descriptions, formats and layouts, report descriptions and layouts, screen des...