Asset Purchase Sample Clauses
An Asset Purchase clause defines the terms under which specific assets of a business are sold from one party to another, rather than the sale of the entire company or its shares. This clause typically outlines which assets are included or excluded from the transaction, such as equipment, inventory, intellectual property, or contracts, and may also address the transfer of related liabilities. Its core practical function is to clearly delineate what is being transferred in the sale, thereby reducing ambiguity and ensuring both parties understand their rights and obligations regarding the assets involved.
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Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Asset Closing, the Company shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall, and/or shall cause its Subsidiaries to, purchase, acquire and accept from the Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens, all of the Company’s and such Subsidiaries’ respective right, title and interest in and to the following assets and all of the goodwill associated therewith (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), as the same shall exist on the Asset Closing Date (collectively, the “Purchased Assets”):
(i) the Owned Real Property (as defined in the Merger Agreement) and any fixtures, machinery, equipment and tangible personal property attached to or located on the Owned Real Property that relate to or are used or held for use in connection with the SMS Business;
(ii) all inventories (including raw materials, purchased goods, parts, containers, recycled materials, work in process, supplies, finished goods and demo and consignment inventory) on the books of the Company or its Subsidiaries;
(iii) all lists of current, former and prospective customers, suppliers, resellers and vendors, customers’ files, credit information, parts lists, business correspondence, business lists, brochures, manuals, sales literature, promotional literature and other selling, advertising and marketing materials and all other similar assets and rights related to the conduct of the SMS Business;
(iv) all of the machinery, equipment, tools, spare parts, all transportation and office equipment, computers, furniture, furnishings, vehicles, and other fixed assets and personal property owned by the Company and its Subsidiaries and related to, used or held for use in connection with the SMS Business (including any and all hard drives, disks, diskettes, tapes or other tangible media), and in the case of any such items which are leased or licensed by the Company or its Subsidiaries, the Company’s and such Subsidiaries’ leasehold or license interest therein;
(v) all Contracts to which any of the Company or its Subsidiaries are a party to the extent they are related to the SMS Business, including the SMS Agreements (collectively, the “Assumed Contracts”);
(vi) all Intellectual Property owned by the Company and its Subsidiaries and that is related to the...
Asset Purchase. On the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to purchase from Seller, and Seller agrees to (and Shareholder agrees to cause Seller to) sell, transfer, convey and deliver to TransWestern, free and clear of any Security Interest, all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"):
(i) customer files and records and data (whether in hard copy or in computer file format) contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts;
(ii) all Customer Contracts and the Purchased Receivables with respect to all Future Editions and all Prior Editions;
(iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme dies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories;
(iv) all Advance Payments associated with any Customer Contracts and all accounts, notes and other receivables arising in connection with any edition of the Directories;
(v) all Pre-Paid Direct Costs;
(vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule";
(vii) the leases set forth on the attached "Assumed Leases Schedule";
(viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions;
(ix) all franchises, approvals, permits, licenses, orders, registrations, certif icates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories;
(x) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Co...
Asset Purchase. The transaction contemplated under this Agreement is strictly an asset purchase, and Purchaser is not taking any assignment of any debt, obligation, or other Encumbrance on any of the Assigned Patents.
Asset Purchase. The Borrower shall cause the Asset Purchase to be consummated in accordance with the terms of the Asset Purchase Documents and applicable requirements of law and shall cause compliance by Asset Purchaser in all material respects with its obligations under the Asset Purchase Documents. The Loan Parties shall deliver such agreements, documents and instruments reasonably requested by Agent to evidence consummation of the transactions contemplated by the Asset Purchase Documents.
Asset Purchase. The closing contemplated by the Asset Purchase Agreement shall have been consummated concurrently with the Closing hereunder.
Asset Purchase. Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);
Asset Purchase. Upon the terms and subject to the conditions of this Agreement, and except for the assets set forth on Schedule 2.1(a) hereof, at the Closing, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Seller, one hundred percent (100%) of the assets of the Seller, tangible and intangible, wherever located, whether or not listed in the Financial Statements (the “Purchased Assets”). The Purchased Assets include, without limitation: (i) all accounts receivable of Seller; (ii) the Beauty Brands and Costco orders; (iii) all Seller customer relationships; and (iv) and all formulas related to the Per-fekt products. The Purchased Assets shall be sold, transferred and assigned free and clear of all Liens and Encumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, the Purchased Assets will not include any of the assets listed on Schedule 2.1(a) (collectively, the “Excluded Assets”).
Asset Purchase. In the event that Axon receives a bona fide offer (an “Asset Purchase Offer”) from a third-party to acquire any or all of Axon’s assets, then Axon shall, prior to accepting such offer, [*].
Asset Purchase. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase from the Vendor, and the Vendor shall sell, assign, transfer, convey, and deliver to the Purchaser all of the Assets as at the Closing Date.
Asset Purchase. The closing of the transactions contemplated by the Asset Purchase Agreement shall have occurred.