Assets at Closing Clause Samples

Assets at Closing. At Closing the Company's assets, tangible and intangible, real and personal (collectively, the "Assets"), shall be owned free and clear of all encumbrances, mortgages, pledges, liens, security interests, obligations and liabilities other than the Continuing Liabilities (as defined in paragraph 1.4), which Assets shall include, without limitation, the following: (1) All right, title and interest in and to all of the land and real estate leased by the Company and used in connection with the Business as listed in Exhibit 1.2 (1) attached hereto and in and to all structures, improvements, fixed assets and fixtures including fixed machinery and fixed equipment situated thereon or forming a part thereof and all appurtenances, easements and rights-of-way related thereto (collectively, the "Real Estate") subject, however, to any rights of lessors in and to the Real Estate and subject to the rights of any mortgagees of such lessors; (2) All tangible personal property, medical and other equipment, machinery, data processing hardware and software, furniture, furnishings, appliances, vehicles and other tangible personal property of every description and kind and all replacement parts therefor used in connection with the Business including, without limitation, the items listed on Exhibit 1.2 (2) attached hereto (collectively, the "Equipment and Furnishings"); (3) All inventory of goods and supplies used or maintained in connection with the Business including, without limitation, those reflected on the Financial Statements, except as disposed of in the ordinary course of business prior to Closing (collectively, the "Inventory"); (4) All accounts and notes receivables (the "Receivables"); (5) All cash, bank accounts (as listed by name and address of banking institution, account name and account and routing numbers on Exhibit 1.2(5) attached hereto), money market accounts, other accounts, certificates of deposit and other investments of the Company (the "Cash and Cash Equivalents"); (6) All patient, medical, personnel, corporate and other records related to the Business (including both hard and microfiche copies, if any), and all manuals, books and records used in operating the Business, including, without limitation, personnel policies and files and manuals, accounting records, and computer software; (7) To the full extent transferable, all licenses, permits, registrations, certificates, consents, accreditations, approvals and franchises necessary to operate and conduct ...