Assets to be Conveyed. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the following (the "Assets"): (a) All the fixed and tangible personal property used in the operation of the Business, which is described in Exhibit 1.1 (a) attached hereto and made a part hereof. (b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts"). (c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof. (d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants. (e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable. (f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections. (g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer: (1) Such books and records as pertain solely to the organization, existence and capitalization of Seller; (2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined); (3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof; (4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions set forth herein, and except as provided in Section 1.2 hereof, on the Closing Date (as such term is defined in Section 1.4 hereof), Seller hereby agrees to shall convey, sell, assign, transfer, convey assign and deliver to Buyer Purchaser, and Purchaser shall purchase, acquire and accept from Seller, on a going-concern basis, the following (Business and the "Assets"):
(a) All the fixed goodwill of Seller and tangible personal property used in the operation all of the Businessassets, which is described properties and rights of Seller of every kind and description, wherever located, tangible or intangible, used or usable in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote connection with the Business (hereinafter collectively referred to as the "Promotional RightsAcquisition Assets"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic mediarights, electronic data processing filestitle and interest of Seller in, systems to and programsunder:
(a) Inventories (including, telephone number or numberswithout limitation, patentsinventories of pharmaceutical products, trade secretsintravenous products and solutions, know-howmedical products and supplies, domain namesand containers and other packaging materials) of Seller which exist at the Closing Date and are purchased by Purchaser as determined in accordance with Section 2.1(b) hereof (the "Inventory");
(b) Prepaid items, sales deposits and operating plansother similar assets of Seller (the "Prepaid Expenses") including, customer and supply without limitation, those items listed on Schedule 1.1(b);
(c) [Reserved];
(d) Customer lists, computer software, software in progress, rights in software used, but not owned, pursuant to license or otherwise (all as listed on Schedule 1.1(d)), medical and non-competition covenants.patient records (to the extent legally transferable) and all correspondence relating thereto and data bases relating to or arising out of the Business;
(e) All rights of Seller under express or implied warranties, to the extent that such warranties are transferable, from the suppliers of Seller with respect to the Acquisition Assets;
(f) Subject to Sections 1.2(b), 5.11 and 5.12 hereof, all of Seller's rightrights, title and interest in any licensesand to each lease, permits and authorizations issued by any federallicense, state contract, agreement, employee secrecy, pharmacy provider or local regulatory agencies that are used in the operation of the Business confidentiality agreement (to the extent transferable), written or oral, to which Seller is a party at the same are transferrable.
(f) All business records of Seller used in the operation Closing Date, by which any of the Business and not relating solely to Seller's internal affairsAcquisition Assets is then bound or from which Seller benefits, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall includeincluding, without limitation, each of such items listed as being assigned to and assumed by Purchaser on Schedule 1.1(f) hereto, with copies of each item so listed having been previously delivered to Purchaser (all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall foregoing to be included property and shall be conveyed or transferred by Seller assigned to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.Purchaser
Appears in 1 contract
Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller hereby agrees to will sell, assign, transferconvey, convey transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"):), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer.
(a) All of the fixed and tangible personal property property, physical assets and equipment used or intended to be used in the operation of the Businessbusiness, which is described including but not limited to those assets set forth in Exhibit 1.1
A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (a) attached hereto and made a part hereof.
hereinafter referred to as the "Personal Tangible Assets"); (b) The contracts All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other agreementsintangibles, if anyto the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed or described in on Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts")A Assets.
(c) All of Seller's rightSellers cash or prepaid deposits, title and interest in and to the names accounts receivable as all are listed on Exhibit B attached hereto ("Travlang" and Balance Sheet"▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business ) (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above supporting documentation shall be included property and shall be conveyed or transferred provided by Seller to BuyerBuyer under Exhibit B); provided, however, that Payables are the following shall be excluded property (burden of Buyer and the "Excluded Property") and shall not be conveyed Receivables belong to Buyer:
(1) Such books , and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gateway Distributors LTD)
Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller hereby agrees to will sell, assign, transferconvey, convey transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"):), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer.
(a) All of the fixed and tangible personal property property, physical assets and equipment used or intended to be used in the operation of the Businessbusiness, which is described including but not limited to those assets set forth in Exhibit 1.1
A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (a) attached hereto and made a part hereof.
hereinafter referred to as the "Personal Tangible Assets"); (b) The contracts All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other agreementsintangibles, if anyto the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed or described in on Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts")A Assets.
(c) All of Seller's rightSellers cash or prepaid deposits, title and interest in and to the names accounts receivable as all are listed on Exhibit B attached hereto ("Travlang" and Balance Sheet"▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business ) (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above supporting documentation shall be included property and shall be conveyed or transferred provided by Seller to BuyerBuyer under Exhibit B); provided, however, that Payables are the following shall be excluded property (burden of Buyer and the "Excluded Property") and shall not be conveyed Receivables belong to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.and
Appears in 1 contract
Sources: Asset Purchase Agreement (Gateway Distributors LTD)
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, Seller hereby agrees to will, at the closing provided for in Section 1.04 hereof (the "Closing"), sell, convey, assign, transferlease, convey and transfer or deliver to Buyer Purchaser any and all fixed assets, tangible and intangible, used in or associated with the Stores free and clear of all liens and encumbrances, including, but not limited to, the following (the "Assets"):
(a) All subject to the fixed approval of each respective lessor, the real estate, buildings and tangible personal property related improvements used in the operation of the BusinessStores listed on Schedule 1.01(a) ("Leased Property") which Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in the lease agreements or any lease amendments acceptable to the Purchaser, which is described in Exhibit 1.1
for the location of each of the Stores (a) attached hereto and made a part hereof.the "Lease Agreements");
(b) The contracts furniture, trade fixtures and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto equipment owned by Seller and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of and located at the BusinessStores as of the date hereof (the "Equipment");
(c) subject to the approval of America's Favorite Chicken Company ("AFC"), includingthe assignment of the Franchise Agreements pertaining to the Store;
(d) Seller's rights, if any, under the contracts, agreements and commitments of Seller listed in Schedule 1.01(d) hereto relating to the business conducted at the Stores but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.only to the extent provided in Section 2.05;
(e) All Seller's rightthe prepaid items, title deposits, customary cash "bank" for the Stores, and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.other special items listed on Schedule 1.01(e) hereto; and
(f) All business records all of Seller used Seller's inventory of goods and supplies that are useable in the operation ordinary course of business, which are typically characterized as inventory, and that are located at the Stores as of the Business and not relating solely to Seller's internal affairs, Closing Date (as defined in whatever medium they may be stored Section 1.04 below) (the "Business RecordsInventory"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. On the Closing Date (as hereinafter defined) Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer, and Buyer shall acquire, accept and purchase, all right, title and interest of Seller in and to all assets (tangible and intangible), properties and rights located at the following Division Facilities or otherwise used or held for use primarily in the Division or arising from the Division Business (hereinafter collectively referred to as the "AssetsACQUISITION ASSETS"):
(a) All the fixed and tangible personal property used in the operation of the Businessincluding, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreementsbut not limited to, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's all such right, title and interest in and to the names "Travlang" following to the extent located at the Division Facilities or otherwise used or held for use primarily in the Division or arising from the Division Business:
(a) all prepaid items and "▇▇▇▇▇▇▇▇.▇▇▇" deposits, including those set forth in SECTION 1.1(a) of the Disclosure Schedule prepared by Seller and all other tradenames, servicemarks, logos, copyrights attached hereto and similar materials or rights used to identify or promote the Business incorporated herein by reference (the "Promotional RightsDISCLOSURE SCHEDULE") to the extent existing on the Closing Date;
(b) Accounts receivable, notes and notes receivable (the "ACCOUNTS RECEIVABLE"). Immediately after closing;
(c) Inventories of raw material, Seller shall discontinue work-in-process and finished goods, and all use capital spares, stores and supplies (collectively, the "INVENTORY"), whether located at the premises of the Promotional Rights, including without limitation the names "Travlang" Division or elsewhere and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.whether or not held by third parties on consignment;
(d) All of Seller's rightOffice supplies, title and interest in the goodwill drums, containers, tote bins and other intangible packaging material, spare parts, safety equipment, maintenance supplies and other similar items;
(e) Rights under real property used in the operation of the Business, leases (including, but not limited to, all magnetic medialeases relating to the Leased Real Estate (as hereinafter defined)), electronic data processing filesequipment or other leases, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federalcontracts, state agreements, purchase or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
sales orders or commitments, written or oral (f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairscollectively, in whatever medium they may be stored (the "Business RecordsCONTRACTS"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall includeincluding, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projectionsthose set forth in SECTION 1.1.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Sources: Asset Purchase Agreement (K2 Inc)
Assets to be Conveyed. Seller hereby agrees Upon the terms and subject to sellthe conditions of this Agreement and in reliance upon the representations, warranties and agreements herein after set forth, Sellers shall convey, transfer, assign, transfer, convey sell and deliver to Buyer, and Buyer shall acquire, accept and purchase at the following Closing, (A) subject to the exclusions in Section 2.2 below, all assets, properties, rights, interests, licenses, permits, contracts, causes of action and claims whatsoever, wherever located, whether tangible or intangible, real, personal or mixed, whether or not reflected on the books and records of any of the Sellers, as the same shall exist as of the Effective Time (collectively, "Assets"):
(a) All the fixed and tangible personal property used ), which are utilized primarily in the operation of the Business, which is described and (B) all of the tangible Assets located at any Company Truckstop or at the Distribution Center (all of the Assets identified in Exhibit 1.1
the foregoing clauses (aA) attached hereto and made a part hereof.
(bB) The contracts and (other agreements, if any, listed or described in Exhibit 1.1(bthan the Excluded Assets) being collectively referred to as the "Purchased Assets"), attached hereto including, without limitation, and made a part hereof (the "Contracts").
(c) All of Seller's except as otherwise specified in Section 2.2 below, all right, title and interest of any Seller in, to and under:
(i) all real property and leases (whether capitalized or operating) of, and other interests in, real property listed in and to Section 4.9(c) of the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" Disclosure Schedule and all other tradenamesreal property and leases (whether capitalized or operating) of, servicemarksand any other interests in real property of any Seller primarily held or primarily used in the Business, logosin each case together with all of Sellers' interest in all buildings, copyrights fixtures, signage and similar materials improvements erected thereon and appurtenances thereto and all of Sellers' rights, if any, to real property adjacent or rights appurtenant thereto;
(ii) all machinery, equipment, furniture, office equipment, communications equipment, computer hardware which is primarily used to identify or promote in the Business (the "Promotional Rights"including, without limitation, computer hardware utilized in connection with management information systems). Immediately after closing, Seller shall discontinue all use vehicles (including automobiles), storage tanks, spare and replacement parts and other tangible property (and interests in any of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(dforegoing) All of Seller's right, title and interest in the goodwill and other intangible property Sellers held or used in the operation Business (including, without limitation, the 12th floor computer hardware and the items listed in Schedule 2.1(ii) of the BusinessDisclosure Schedule) (collectively, the "Equipment");
(iii) all items of inventory primarily relating to the Business notwithstanding how classified in Sellers' financial records, including all hydrocarbon inventories for use or sale (including gasoline, diesel fuel, motor oil, automobile transmission fluid, anti freeze, and motor oil and fuel additives) and all non-hydrocarbon inventories of food, beverages, tires, batteries and accessories and other merchandise owned by Sellers, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of accountraw materials, customer listswork-in-process, supplier listsfinished goods, employee personal filessupplies, business studiesspare parts, consultants' reportssamples and stores whether at the Real Properties, budgets and financial reports and projections.
(g) All of Seller's rightincluding the Distribution Center, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in bankstransit to any Real Property (collectively, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined"Inven tory");
(3iv) Except subject to Section 2.4, all Scheduled Contracts (other than Employment Agreements and Employee Plans and Benefit Arrangements as described in Section 2.2(vii) and (viii)) and, only to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which primarily relating to the Business, financial all other con tracts, agreements, options, leases, licenses, sales and purchase orders, commitments and other business data reside.instruments of any kind, whether written or oral, and to which any Seller is a party or beneficiary on the Closing Date or by which any of the Purchased Assets are then bound (all of the foregoing to be assigned to Buyer pursuant hereto or the benefits and burdens under which are to be provided to Buyer pursuant to Section 2.4 hereof are hereinafter referred to collectively as the "Contracts" and individually as a "Contract");
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as that term is hereinafter defined) the Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer, and Buyer shall acquire, accept and purchase, all of the following assets, properties and rights of Seller (hereinafter collectively referred to as the "Assets"):
(a) All the fixed merchandise inventories ("Inventory") and tangible personal property used in the operation of the Businessand equipment, including all computer equipment, furniture, fixtures and equipment, leasehold improvements and automobiles, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.exist on the Closing Date;
(b) The contracts All cash and short term investments, prepaid items, security deposits, deposits and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (similar assets of Seller existing on the "Contracts").Closing Date;
(c) All accounts, accounts receivable, notes and notes receivable existing on the Closing Date;
(d) The customer list of the Business and all books, records and accounts, correspondence, production records, employment records, and any confidential information which has been reduced to writing relating to or arising out of the Business;
(e) All rights of Seller under express or implied warranties from the suppliers of the Seller with respect to the Assets;
(f) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business each Contract (as defined in Section 4.10) set forth on Schedule A hereto (such Contracts being the "Promotional RightsAssigned Contracts"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.;
(g) All of Seller's right, title and interest in property used each copyright, copyright application, trade name, trademark and trademark registration, and any goodwill associated with any such copyright or trademark or copyright or trademark registration (in any such case, whether registered or to be registered in the operation United States of the Business not otherwise included in subparagraphs (aAmerica or elsewhere) through (h) above shall be included property and shall be conveyed applied for, issued to or transferred owned by Seller and each process, invention, trade secret, trade name, database, computer program and formula owned by Seller or which the Seller has the right to Buyer; provideduse and assign to Buyer (collectively, however, that the following shall be excluded property (the "Excluded PropertyProprietary Rights") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3h) All goodwill associated with the business of the Seller, including the names Star Video and Star Video Entertainment; and
(i) Except to the extent otherwise noted hereinas specifically provided in Section 1.2 hereof, all employee pension benefit other assets and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers properties of Seller which exist on which the Business, financial and other business data resideClosing Date whether tangible or intangible.
Appears in 1 contract
Assets to be Conveyed. Seller hereby agrees On the terms and subject to sellthe conditions contained herein and in the Bill ▇▇ Sale attached hereto in substantial form as Exhibit 1.01, on the Closing Date (as that term is defined in Section 3.01 hereof) Sellers shall convey, transfer, assign, transfer, convey sell and deliver to Buyer Purchaser, and Purchaser shall acquire, accept and purchase, all right, title and interest in and to those certain assets of Sellers currently used by Sellers in the normal, ordinary course of the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow) including, but not limited to, all of the following assets, properties and rights of Sellers described in items (a) to (h) below (hereinafter, collectively, the "Assets"):
(a) All Inventory, Pleasant Grove Store Inventory and the fixed Card Inventory, as determined in accordance with the terms and tangible personal property used conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c), 201(d) and 2.02(a) hereof), including any miscellaneous office supplies, packing and maintenance materials and other similar items of Sellers on the operation of Premises relating to the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.Businesses;
(b) The contracts and other agreementsAll (i) finished goods or services for which payment has been made but which are not in inventory on the Premises, if anyor otherwise tendered to the Businesses, listed to the extent such service or described in Exhibit 1.1(b), attached hereto and made a part hereof goods will be utilized by the Businesses after the Closing Date (the "ContractsPrepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer Deposits").
(c) Except as expressly reserved to Sellers in Section 1.02, all of the Sellers' right, title and interest in and to all leases for realty or personalty, including the real property leases for each of the Premises, subleases, licenses, permits, and easements (and rights-of-way and all permits, approvals or qualifications relating to such property issued to Sellers by a governmental authority) relating to the Businesses. Schedule 1.01(c) attached hereto contains a list of all leases for realty utilized by the Sellers in the operation of the Businesses at the Premises.
(d) All of Seller's the right, title and interest in and to the names "Travlang" Businesses conducted by Sellers and "▇▇▇▇▇▇▇▇.▇▇▇" the business records together with copies of all books, records, accounts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques and all procedures, intellectual property rights, computer programs, software (together with the licenses for such software), data bases, whether in the form of computer tapes or otherwise, related object and source codes, manuals and guide books and any other tradenames, servicemarks, logos, copyrights confidential information and similar materials other documents relating to or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use arising out of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued Businesses assignable by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business Sellers and not relating solely otherwise subject to Seller's internal affairs, in whatever medium they may be stored third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, subject Purchaser shall provide Seller with access to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The the Business Records shall include, without limitation, all books subsequent to the Closing Date to enable such Seller to fulfill any of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation its post Closing obligations. In furtherance of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; providedforegoing, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.Purchaser
Appears in 1 contract
Assets to be Conveyed. Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein after set forth, Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer, and Buyer shall acquire, accept and purchase at the following Closing, free and clear of all Liens, other than Permitted Encumbrances, all the assets, properties, rights, interests, licenses, permits, contracts, causes of action, claims, operations and businesses of every kind and description as the same shall exist as of the Effective Time (other than the "Excluded Assets"):
(a) All ), wherever located, whether tangible or intangible, real, personal or mixed, which are owned by, leased by or in the fixed possession of Seller whether or not reflected on the books and tangible personal property records of Seller and held or used in the business or operation of the BusinessA/TS Network (the assets, which is described in Exhibit 1.1
(a) attached properties, rights, interests, licenses, permits, contracts, causes of action, claims, operations and businesses to be transferred to Buyer by Seller pursuant hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(bare referred to collectively as the "Acquisition Assets"), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's including, without limitation, except as otherwise specified in Section 2.2 or 5.13, all right, title and interest of Seller in, to and under:
(i) all real property and leases (whether capitalized or operating) of, and other inter ests in, real property of Seller held or used in and the business of the A/TS Network (but only to the names "Travlang" extent held or used in the business of the A/TS Network), including the items listed in Section 3.9(c) of the Disclosure Schedule, in each case together with Seller's interest in all buildings, fixtures, signage and "▇▇▇▇▇▇▇▇.▇▇▇" improvements erected thereon and appurtenances thereto and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's rightrights to real property adjacent or appurtenant thereto;
(ii) all machinery, title and interest equipment, furni ture, office equipment, communications equipment, computer hardware which is used exclusively in the goodwill and other intangible property used in the operation business of the Business, A/TS Network (including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books computer hardware utilized in connection with the "Access 76" system), vehicles, storage tanks (other than the Excluded Storage Tanks), spare and replacement parts and other tangible property (and interests in any of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(gthe foregoing) All of Seller's right, title and interest in property Seller held or used in the operation business of the Business not otherwise included in subparagraphs A/TS Network (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; providedcollectively, however, that the following shall be excluded property (the "Excluded PropertyEquipment") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3iii) Except all items of inventory relating to the business of the A/TS Network notwithstanding how classified in the financial records of Seller, includ ing all raw materials, work-in-process, finished goods, supplies, spare parts, samples and stores ("Inven tory"), but excluding any of the foregoing excluded from the definition of Acquisition Assets pursuant to Section 5.13;
(iv) subject to Section 2.4 and only to the extent otherwise noted hereinrelating to the business of the A/TS Network, all employee pension benefit contracts, agreements, options, leases, licenses, sales and profit-sharing planspurchase orders, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial commitments and other instruments of any kind, whether written or oral, relating to the business data reside.of the A/TS Network and to which Seller is a party or beneficiary on the Closing Date or by which any of the Acquisition Assets are then bound (including, without limitation, the California Fuel Supply Agreements and the Assigned California Lease Rights) (all of the foregoing to be assigned to Buyer pursuant hereto or the benefits under which are to be provided to Buyer pursuant to Section 2.4 hereof are hereinafter referred to collectively as the "Contracts" and individually as a "Contract");
Appears in 1 contract
Assets to be Conveyed. On the Closing Date (as hereinafter defined) Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer and IP Buyer, and Tyco shall cause Buyer and IP Buyer to acquire, accept and purchase, all of the following assets, properties and rights of Seller used or held for use primarily in the Division (hereinafter collectively referred to as the "AssetsACQUISITION ASSETS"):
(a) All the fixed and tangible personal property used in the operation of the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic mediathe following:
(a) Prepaid items and deposits of the Division;
(b) Accounts receivable, electronic data processing filesnotes and notes receivable arising from the conduct of the Division's business (the "ACCOUNTS RECEIVABLE");
(c) Inventories of raw material, systems work-in-process and programsfinished goods of the Division (collectively, telephone number the "INVENTORY"), whether located at the premises of the Division or numberselsewhere, patentsincluding, trade secretswithout limitation, know-howinventory of the Division held by third parties on consignment at the locations listed in SCHEDULE 1.1(c) attached hereto;
(d) Office supplies, domain namesdrums, sales containers, tote bins and operating plansother packaging material, customer spare parts, safety equipment, maintenance supplies and supply lists, and non-competition covenants.other similar items of the Division;
(e) All Seller's rightSubject to Section 6.9 hereof, title and interest in any real property leases (including, but not limited to, leases relating to the Leased Real Estate (as hereinafter defined)), equipment or other leases, licenses, permits and authorizations issued by any federalcontracts, state agreements, purchases or local regulatory agencies that are used in sales orders or commitments, written or oral (collectively, the operation of the Business to the extent the same are transferrable."CONTRACTS"), including, without limitation, those set forth on SCHEDULE 1.1.(e);
(f) All business records of Motor vehicles and other rolling stock used by the Division, including those which are listed in SCHEDULE 1.1(f) attached hereto;
(g) Machinery, equipment, tooling, dies, tools, furniture, fixtures, cranes and craneways owned or used by the Division on the Closing Date (hereinafter referred to collectively with the motor vehicles and other rolling stock owned or used by Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (as the "Business RecordsFIXED ASSETS"), subject to whether or not fully depreciated on the books and records of Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall includeincluding, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest those assets set forth in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.SCHEDULE 1.1
Appears in 1 contract
Sources: Asset Purchase Agreement (K2 Inc)
Assets to be Conveyed. On the Closing Date (as hereinafter defined) Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer and IP Buyer, and Tyco shall cause Buyer and IP Buyer to acquire, accept and purchase, all of the following assets, properties and rights of Seller used or held for use primarily in the Division (hereinafter collectively referred to as the "Assets"):“ACQUISITION ASSETS”) including, but not limited to, the following:
(a) All the fixed Prepaid items and tangible personal property used in the operation deposits of the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.Division;
(b) The contracts Accounts receivable, notes and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof notes receivable arising from the conduct of the Division’s business (the "Contracts"“ACCOUNTS RECEIVABLE”).;
(c) All Inventories of raw material, work-in-process and finished goods of the Division (collectively, the “INVENTORY”), whether located at the premises of the Division or elsewhere, including, without limitation, inventory of the Division held by third parties on consignment at the locations listed in SCHEDULE 1.1(c) attached hereto;
(d) Office supplies, drums, containers, tote bins and other packaging material, spare parts, safety equipment, maintenance supplies and other similar items of the Division;
(e) Subject to Section 6.9 hereof, real property leases (including, but not limited to, leases relating to the Leased Real Estate (as hereinafter defined)), equipment or other leases, licenses, contracts, agreements, purchases or sales orders or commitments, written or oral (collectively, the “CONTRACTS”), including, without limitation, those set forth on SCHEDULE 1.1.(e);
(f) Motor vehicles and other rolling stock used by the Division, including those which are listed in SCHEDULE 1.1(f) attached hereto;
(g) Machinery, equipment, tooling, dies, tools, furniture, fixtures, cranes and craneways owned or used by the Division on the Closing Date (hereinafter referred to collectively with the motor vehicles and other rolling stock owned or used by Seller as the “FIXED ASSETS”), whether or not fully depreciated on the books and records of Seller's right, title including, without limitation, those assets set forth in SCHEDULE 1.1(g) attached hereto;
(h) Domestic and interest in and to foreign patents, patent applications, copyrights, copyright applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names (including without limitation the names "Travlang" and "“THERMO-PLY,” “BREATHEDRY,” “▇▇▇▇▇▇▇▇.▇▇▇" ,” “BARRICADE,” “R-WRAP” and all derivatives and variants thereof) and trade name registrations (in any such case, whether registered or to be registered in the United States of America or elsewhere) and processes, inventions, trade secrets, trade names, computer programs, formulae, know how and other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business intangible personal property (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rightsforegoing in this Section 1.1(h) being hereinafter referred to collectively as “INTANGIBLE PERSONAL Property”) used or held for use primarily in the Division, including including, without limitation limitation, those items set forth in SCHEDULE 1.1(h) attached hereto;
(i) The real property commonly known as the names "Travlang" and "Adrian, Michigan plant, the ▇▇▇▇▇▇▇▇.▇▇▇" , Michigan plant and the Jacksonville, Florida facility (the “OWNED REAL ESTATE”) and more particularly described on SCHEDULE 1.1(i) attached hereto, including without limitation all improvements and fixtures located thereon and all similar names rights and abbreviations thereof.interests appurtenant thereto (such real property, improvements, fixtures and appurtenant rights and interests being hereinafter referred to collectively with the Leased Real Estate as the “REAL PROPERTY”);
(dj) All of Seller's rightfederal, title state, local and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any foreign licenses, permits and other governmental authorizations issued by any federalrelating to the Division, state or local regulatory agencies that are used including without limitation those listed in the operation SCHEDULE 3.8.2;
(k) All goodwill of the Business Division, customer lists, sales brochures, computer software, books, records and accounts, correspondence, production records, employment records and any confidential information relating to or arising out of the Division, it being understood that Seller will retain duplicate copies of such books, records, accounts and other information as it may deem appropriate for its tax and other ongoing record keeping requirements;
(l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the extent the same are transferrable.Acquisition Assets; and
(fm) All business records computer systems, equipment and other assets, properties or rights of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereofDivision. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely With respect to the organizationAcquisition Assets listed above, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or IP Buyer will acquire those Acquisition Assets referred to in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter definedSection 1.1(h);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Sources: Asset Purchase Agreement (K2 Inc)
Assets to be Conveyed. Seller hereby agrees Upon the terms and subject to sellthe conditions of this Agreement, on the Closing Date (as hereinafter defined) each of the Sellers shall convey, transfer, assign, transfer, convey sell and deliver to the Buyer, and the Buyer shall acquire, accept and purchase, substantially all of the following assets, properties and rights of the Sellers used or held for use primarily in the Business (hereinafter collectively referred to as the "Acquisition Assets"):
(a) All ). Without limiting the fixed and tangible personal property used in the operation generality of the Businessforegoing, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All Acquisition Assets shall include all of each Seller's right, title and interest in in, to and under:
(a) Inventories of good commercial quality raw material, work-in-process and finished goods of each of the Sellers relating to the names Business whether located at the premises of any of the Sellers or elsewhere, including, without limitation, inventory of the Sellers held by third parties on consignment, all of which are not in excess of 12 months supply;
(b) Subject to Sections 1.2(c) and 6.8 hereof, licenses, contracts, agreements, purchases or sales orders or commitments, written or oral (collectively, the "Travlang" and Contracts"▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used ) relating to identify or promote the Business and any other products developed or under development (the "Promotional RightsProduct Lines"). Immediately after closing, Seller shall discontinue all use including, without limitation, those set forth on Schedule 1.1(b);
(c) All outstanding amounts due by the customers of the Promotional RightsSellers that have been prepaid to the Sellers in advance of the Closing Date, including without limitation for which the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" Buyer will have obligations after the Closing Date in that Buyer will be providing services related to the Business to such customers in exchange for such prepayments, and all similar names and abbreviations thereof.such prepayments are set forth on Schedule 1.1(c);
(d) All of Seller's rightMachinery, title equipment, tooling, dies, tools, fixtures and interest in the goodwill and other intangible property supplies, owned or used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business on the Closing Date relating to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and the Product Lines and necessary to manufacture satellite communications equipment, antennas and accessories, whether or not relating solely to Seller's internal affairs, in whatever medium they may be stored (fully depreciated on the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain of the Sellers, limited solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or those assets set forth in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.Schedule 1.1
Appears in 1 contract
Sources: Asset Purchase Agreement (California Amplifier Inc)
Assets to be Conveyed. Seller hereby agrees to sellAt Closing, assignthe Company shall own the --------------------- following assets used or useful in the business or operations of the Station (except for the Excluded Assets) which include, transferwithout limitation, convey and deliver to Buyer the following assets (the "Station Assets"):
(a) All the fixed and tangible personal real property used or interests in the operation real property of the BusinessCompany described on Schedule 1.2(a) (the "Real Property"), which is described in Exhibit 1.1
(a) and all buildings, --------------- structures, fixtures, appurtenances and other improvements actually or constructively attached hereto and made a part hereof.to the Real Property;
(b) The contracts and other agreements, if any, listed or described All personal property of the Company used in Exhibit 1.1(b), attached hereto and made a part hereof connection with the Station set forth on Schedule 1.2(b) (the "ContractsPersonal Property").; ---------------
(c) All of Sellerthe Company's rightbroadcast and other rights, title if any, to films and interest programs, broadcasting facilities contracts, agreements or arrangements, programming and production materials, film libraries, inventories or programming items, materials or supplies, and contracts, agreements and writings with respect thereto, network affiliation agreements, and all amendments, extensions, renewals, substitutions and replacements of, and additions to, such contracts and other rights as may be entered into from the date hereof through the Closing Date in accordance with the terms hereof;
(d) All of contracts or other rights listed on Schedule 1.2(d) --------------- (individually, a "Contract" and collectively the "Contracts");
(e) All warranties (to the extent the same can be assigned) respecting any and all Real Property and Personal Property;
(f) All prepaid expenses as prorated in accordance with Section 2.3(c);
(g) All goodwill attributable to the Station (other than goodwill attributable to the ▇▇▇▇▇▇ Marks (defined below)), promotional and advertising material and lists, telephone and telex numbers, supplies, customer lists and records, and all engineering, business and other books, papers, logs, files and records and other documents of the Seller pertaining to the Station;
(h) All motor vehicles owned by the Company and used or held for use in the operation or business of the Station;
(i) Other than service marks, logos, trade names "Travlang" and other intellectual property relating to ▇▇▇▇▇▇ Broadcasting Inc. that is used by Seller in connection with other broadcast properties and not solely related to the Station, including but not limited to, ▇▇▇▇▇▇ Television Regional Group marks (the "▇▇▇▇▇▇▇▇.▇▇▇" ▇ Marks"), all of the service marks, copyrights, software, licenses, trademarks, trade names, jingles, slogans, logotypes and other similar intangible assets maintained, owned, used or held for use by the Company in connection with the business and operation of the Station (including any and all other tradenamesapplications, servicemarksregistrations, logos, copyrights extensions and similar materials or rights used to identify or promote the Business renewals relating thereto) (the "Promotional RightsIntellectual Property"). Immediately after closing, Seller shall discontinue and all use of the Promotional Rightsrights, including without limitation the names "Travlang" benefits and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.privileges associated therewith;
(dj) All of Seller's rightlicenses, title and interest in the goodwill permits, and other intangible property used in authorizations issued by the Federal Communications Commission (the "FCC") to the Company for the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply listsStation (the "FCC Licenses"), and non-competition covenants.all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto; and
(ek) All Seller's rightpermits, title and interest approvals, orders, authorizations consents, licenses, certificates, franchises, exemptions of, or filings or registrations with, any court or governmental authority in any licensesjurisdiction, permits which have been issued or granted to or are owned by the Company in connection with the business and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation Station and ownership of the Business and not relating solely to Seller's internal affairsStation Assets, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data residepending applications therefor.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions set forth herein, and except as provided in Section 1.2 hereof, on the Closing Date (as defined in Section 1.3 below), except for the Transferred Pension Assets which will be transferred in accordance with Section 5.5 below, Seller hereby agrees to shall convey, sell, assign, transfer, convey assign and deliver to Buyer Purchaser (or its designee, Cargill Limited, with respect to intellectual property assets) free and clear of all Liens, except Permitted Liens, and Purchaser shall purchase, acquire and accept from Seller the following assets of the Business (collectively, the "“Acquired Assets"”):
(a) All inventories of finished goods, in-process inventory, raw materials (including raw materials in transit and owned by Seller), unfilled contracts for the fixed purchase or sale of such inventories and supplies (collectively, the “Inventory”);
(b) All tangible personal property of every kind and description that is used in the operation of the Business, which is described in Exhibit 1.1
including without limitation, all machinery, equipment, furniture, fixtures, vehicles, tools, maintenance equipment, improvements, and any replacements thereof acquired prior to the Closing Date (acollectively, “Tangible Personal Property”); provided, however, that, with respect to any item of Tangible Personal Property owned by a third party, possession of such item will be transferred to Purchaser if and only to the extent that Purchaser assumes the contract between Seller and such third party pursuant to Section 1.1(g) attached hereto and made a part hereof.
(b) The contracts and other agreementsor, if anyno written contract exists, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").obligations of Seller with respect to such items;
(c) The formulations specifically described on Schedule 1.1(c) (i.e., list of ingredients, with quantities of each), and the recipes related thereto (i.e., instructions for preparation), in each case, subject to the ownership or other rights, including confidentiality, of each applicable customer;
(d) The intellectual property (including patents, copyrights, designs, blueprints, engineering data, software, trademarks, service marks and trade names) specifically listed on Schedule 1.1(d), together with any and all intangibles associated therewith (collectively, “Intellectual Property”);
(e) All customer lists and files, sales brochures, data bases, books and records, correspondence and production records, telephone and telecopy numbers, specifications, service records, plans and designs, engineering drawings, testing records, operating guides and similar documents and records;
(f) All warranties and guaranties by, and rights, choses in action and claims, known or unknown, matured or unmatured, accrued or contingent against, third parties relating to the Acquired Assets;
(g) Other than the contracts, agreements and commitments set forth on Schedule 1.2(h), which Purchaser shall not assume, all of Seller's ’s right, title and interest in and to all contracts, agreements and commitments set forth on Schedule 1.1(g) (provided, however, that the names "Travlang" contracts, agreements and "▇▇▇▇▇▇▇▇.▇▇▇" commitments set forth on Schedule 1.1(g) and/or the assets to which they relate shall in fact exist and relate to the operation of the Business), as well as the contracts, agreements and commitments not listed on Schedule 1.1(g), but nevertheless primarily relate to the Business to which Seller is a party at the Closing Date or by which any of the Acquired Assets is then bound, plus such portions of Divisible Contracts that are being transferred to Buyer pursuant to the terms hereof (all of the foregoing to be assigned to Purchaser pursuant hereto (subject to Section 5.7) are hereinafter referred to collectively as the “Assumed Contracts” and individually as an “Assumed Contract”);
(h) The Transferred Pension Assets;
(i) The Real Property described on Schedule 1.1(i), including all appurtenant easements and all other tradenamesbuildings, servicemarksstructures, logosimprovements, copyrights plants, facilities and similar materials or rights used to identify or promote fixtures located thereon (the “Transferred Real Property”);
(j) All governmental approvals, licenses and permits which are utilized in the conduct of the Business including those set forth on Schedule 1.1(j) and including those noise and air operating permits described on Schedule 5.13 (to the extent obtained as of the Closing), in every case to the extent transferable (the "Promotional Rights"“Transferred Permits”). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.;
(dk) Any prepaid items (including prepaid grain assets), deposits, advance payments, deferred charges and other assets described on Schedule 1.1(k) (the “Other Balance Sheet Assets”); and
(l) All of Seller's right, title data processing hardware and interest in the goodwill and other intangible property software that is used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, including without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projectionsthe software listed on Schedule 1.1(l).
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as that term is hereinafter defined), Seller hereby agrees to sellshall convey, transfer, assign, transfersell, convey and deliver to Buyer, and Buyer shall acquire, accept, and purchase the following assets, properties and rights, specified in this Section 1.1 used in the Business other than Excluded Assets (as that term is hereinafter defined) (such assets, properties and rights other than the Excluded Assets hereinafter collectively referred to as the "Acquisition Assets"):) including, without limitation:
(a) All inventories of raw materials, work in process, finished goods, packaging materials, supplies and other similar items of Seller which exist on the fixed Closing Date and tangible personal property used in which relate to the operation of Business including the Business, inventory which is described in Exhibit listed on Schedule 1.1
(a) attached except such inventory that is disposed of in the ordinary course of business between the date of this Agreement and the Closing consistent with past practice (the inventories to be conveyed to Buyer pursuant hereto and made a part hereof.are hereinafter collectively called the "Inventory");
(b) The contracts All machinery, equipment, spare parts, supplies, jigs, fixtures and other agreementstooling owned by Seller on the Closing Date, if anylocated at the Facility, which has been used or are intended for use in the Business including that which is listed or described in Exhibit 1.1(bon Schedule 1.1
(b) (the assets to be conveyed to Buyer pursuant to this clause (b) are hereinafter collectively called the "Machinery and Equipment");
(c) All accounts receivable relating to the Business, except accounts receivable denoted by Seller as uncollectible, including the accounts receivable listed on Schedule 1.1 (c), attached hereto and made a part hereof which are outstanding at the Closing (the "ContractsAccounts Receivable").;
(cd) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Acquisition Assets;
(e) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenameseach contract, servicemarksagreement, logospurchase order, copyrights and similar materials sales order, lease, license, or rights used commitment whether written or oral, express or implied relating to identify or promote the Business which is listed on Schedule 1.1(e)-(1) and purchase and sales orders entered into in the ordinary course of business consistent with past practice by Seller between the date of this Agreement and the Closing which purchase and sales orders will be listed on a Schedule 1.1 (e)-(2) which Schedule will be delivered at Closing (collectively, the "Promotional RightsAssumed Contracts", and individually, an "Assumed Contract"). Immediately after closing;
(f) All prepaid items, Seller shall discontinue all use deposits and other similar assets of the Promotional RightsSeller existing on the Closing Date, including without limitation the names accounts receivable insurance, which are specifically listed in Schedule 1.1(f) hereto (all of which are hereinafter collectively referred to as the "Travlang" and Prepaid Items"▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.);
(dg) All material books, records and accounts, correspondence, production records, sales records, customer lists, supplier records, drawings, plans, specifications and other records relating to operating procedures, processes, inventions and know-how of the Seller relating to or arising out of the Business, in electronic or other form or copies thereof where in Seller's judgment it is appropriate for Seller to retain the originals (all of which are hereinafter called the "Records");
(h) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Businesseach patent, includingpatent application, but not limited tocopyright, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patentscopyright application, trade secretsnames including "MF Electronics", trademark or service mark and trademark or service mark registration applied for, issue▇ ▇▇ or owned by Seller and re▇▇▇▇ng to the Business and each process, invention, trade secret, technical knowledge, know-how, domain names, sales computer program and operating plans, customer and supply listsother computer software listed by type or category all as set forth in Schedule 1.1(h) hereto, and non-competition covenants.each formula owned by Seller or which Seller has the right to use and assign to Buyer, substantially relating to the Business and, in each case, the goodwill associated therewith (the assets to be conveyed to Buyer pursuant to this clause (h) are hereinafter collectively called the "Proprietary Rights"); and
(ei) All Seller's rightSubject to Section 1.5, title and interest in any the governmental or other licenses, permits and other authorizations issued by any federal, state or local regulatory agencies that are used in relating to the operation conduct of the Business to the extent the same are transferrable.
listed in Schedule 1.1(i) (f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairscollectively, in whatever medium they may be stored (the "Business RecordsPermits"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. Subject to the terms and conditions hereinafter set forth, Seller hereby agrees to shall sell, assign, transfer, convey assign and deliver to Buyer, and Buyer shall purchase, assume and accept from Seller, on the Closing Date (as defined herein) the following (all of which assets described in paragraphs (a) through (f) shall collectively constitute the "Assets"):
(a) All the fixed and tangible personal property used in the operation of the Business, which is described in Exhibit 1.1
The Permit (a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "FCC File No. BMPH-▇▇▇▇▇▇▇▇.) ▇▇▇" sued to and held by Seller from the Commission permitting the operation of the Station, subject to Commission approval as hereinafter provided;
(b) All of the fixed and tangible real and personal assets (except cash on hand and accounts receivable, the collection of which shall be the sole responsibility of Seller and Buyer shall have no obligation or responsibility therefore) used or useful in the operation of the Station as listed on SCHEDULE 2(B) attached hereto, and any additions thereto or substitutions therefor, consisting of the property used or useful in the operation of the Station in the normal course of business, including but not limited to real estate, broadcast equipment, furniture, office equipment, supplies and relevant business records. Said assets shall be conveyed free and clear of any and all other tradenamesliens, servicemarksclaims, logosencumbrances and security instruments;
(c) The leases, copyrights contracts and similar materials or rights used agreements, listed in SCHEDULE 2(C) attached hereto, which shall be in full force and effect on the Closing Date, as to identify or promote which Buyer assumes all obligations of Seller following the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.Closing Date;
(d) All of Seller's right, title and interest of the Seller in and to the goodwill use of the call letters "WPVJ-FM" and other intangible property any and all copyrights, trademarks and trade names, promotional materials, logos, TV commercials and related materials used or useful in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.Station listed on SCHEDULE 2(D) attached hereto;
(e) All Seller's rightTo the extent transferable to Buyer, title and interest in any licensesall other permits, permits and authorizations licenses or authorizations, if any, issued by any federal, state or local regulatory agencies that agency which are used or useful in the operation of the Business to the extent the same are transferrable.Station; and
(f) All business items in Seller's possession in the Station's FCC Public Inspection File and all business, engineering and government records of Seller used in relating to the operation of the Business Station, excluding tax returns and not relating solely other records pertaining to Seller's internal corporate affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paxson Communications Corp)
Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement and in the ▇▇▇▇ of Sale, Assignment and Assumption Agreement substantially in the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”), on the Closing Date (as defined herein), Seller hereby agrees to sellshall convey, transfer, assign, transfer, convey sell and deliver to Buyer the following Purchaser, free and clear of any Liens (the "Assets"):
(a) All the fixed and tangible personal property used as defined in the operation of the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part Section 5.7 hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's Purchaser shall acquire, accept and purchase, all right, title and interest in and to those certain assets of Seller described below (collectively, the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.“Assets”):
(da) All Inventory (as defined herein), together with any miscellaneous office supplies, packing and maintenance materials and other similar items of Seller's right, title and interest Seller on the Premises or placed in storage by Seller relating to or used by Seller in the goodwill and other intangible property used in the operation conduct of the Business, including, but not limited to, all magnetic mediathose items set forth on Schedule 1.1(a); provided, electronic data processing fileshowever, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenantsthat the foregoing shall not include any Excluded Inventory (as defined herein).
(eb) All (i) finished goods or services relating to any of the Premises for which payment has been made but which are not in Inventory, or otherwise tendered to the Business, to the extent such goods or services are intended to be utilized by Seller in the conduct of the Business, as set forth on Schedule 1.1(b)(i) (the “Prepaid Items”) and (ii) deposits made by customers of the Business for products ordered but not delivered before the Closing Date as set forth on Schedule 1.1(b)(ii) (the “Customer Deposits”).
(c) Seller's ’s right, title and interest in any licensesand to all real property leases with respect to the Premises, permits including, but not limited to, all subleases, subordination, non-disturbance and authorizations issued by any federal, state or local regulatory agencies that are used attornment agreements and other agreements and instruments affecting rights in the operation of Premises (collectively, the Business “Leases”), and easements (and rights-of-way relating exclusively to such property) relating exclusively to the extent Business. Schedule 1.1(c) contains a list of (i) all Leases, together with the same are transferrable.
(f) All business records of location of, and the contracts or leases concerning, the storage facilities utilized exclusively by Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projectionsii) any deposits paid by Seller thereunder.
(gd) All of Seller's rightSubject to Section 2.4(b), title all equipment, furnishings, fixtures and interest improvements located upon or attached or used exclusively in property used in connection with the operation of the Business and all other items of tangible personal property owned by Seller and used exclusively in the conduct of the Business (the “Fixed Assets”), including those set forth on Schedule 1.1(d) attached hereto, provided that “Fixed Assets” shall not otherwise included include any registers, computers systems, vehicles or signs.
(e) The Lease deposits in subparagraphs (a) through (h) above the aggregate amount of $38,571.44, less the amount of any such Lease deposit that is represented by a letter of credit on the Closing Date, which aggregate amount, as so reduced, shall be included property and shall be conveyed or transferred by Seller added to Buyer; provided, however, that the following shall be excluded property Purchase Price (the "Excluded Property") and shall not be conveyed to Buyer:as defined herein).
(1f) Such books and records as pertain solely to The contracts of Seller set forth on Schedule 1.1(f) attached hereto (collectively, the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined“Assigned Contracts”);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. On the Closing Date (as hereinafter defined), Seller hereby agrees to sell, will assign, transferconvey, convey transfer and deliver to Buyer Buyer, by instruments of conveyance in form and substance reasonably acceptable to both parties, the following assets owned by Seller (hereinafter sometimes referred to as the "Assets"):
(a) All the fixed equipment, fixtures, leasehold improvements, furniture, computers, and tangible personal property software located at or used in the Business located at Seller's headquarters or elsewhere, to include, as a minimum, all of the furniture, fixtures and equipment described in Exhibit "A" attached hereto and incorporated herein;
(b) All of Seller's rights and obligations under the lease agreement for Seller's headquarters, as amended (the "Lease Agreement"), and attached hereto as Exhibit "B";
(c) Seller's telephone numbers and telephone equipment for the Business, to the extent assignable;
(d) All rental and utility deposits under the Lease Agreement, or on deposit with any supplier or utility company or other company, or deposits securing letters of credit to food vendors;
(e) All patents, trademarks, logos, copyrights, trade names, trade secrets, testimonials, agreements of sale, assignments, and leases and licenses thereof and all other intellectual property related to the Business and all goodwill related thereto;
(f) All financial and sales records, client and customer lists, including all files and records relating thereto, and all other proprietary information used in connection with the operation of the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.;
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through franchise agreements;
(h) above shall be included property The saleable and shall be conveyed or transferred by Seller marketable inventory, including food, vitamins and other perishable goods and inventory pertaining to Buyerthe Business operations located at Seller's warehouse at the close of business on the day prior to the Closing Date; and
(i) All cash and accounts receivable on Seller's books as of the Closing Date; provided, however, Seller and Buyer hereby agree that no statement or warranty is made concerning the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as value of the closing date (hereinafter defined);
(3) Except accounts receivable or to the what extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data residethey are or are not collectible.
Appears in 1 contract
Assets to be Conveyed. Subject to the prior approval of the FCC as provided herein, Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer and Buyer agrees to purchase, accept and receive from the following (Seller on the "Assets"):
(a) All the fixed and tangible personal property used in the operation Closing Date as hereinafter defined all of the Business, which is described in Exhibit 1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's Sellers right, title and interest of, in and to the names following listed real property and tangible and intangible personal property and assets of the Station (Station Assets or Assets):
A. The licenses, authorizations and permits issued by the FCC for the exclusive use of the Station and used, useful or intended for use in connection with or related to the Station and the operation thereof, including but not limited to, those listed on Exhibit "TravlangA" attached hereto and made part hereof free and closer of any and all liens, claims, security interests and/or encumbrances of any nature or kind whatsoever.
B. The tangible personal property and assets of Station listed on Exhibit "B" attached hereto and made part hereof, together with any and all replacements thereof or additions or accessions thereto of similar or like quality made in the usual and ordinary course of Station's business between the date hereof and the Closing Date free and clear of any and all liens, claims, security interests, and/or encumbrances of any nature or kind whatsoever.
C. All that certain real property with the buildings, towers, ground systems and other improvements thereon erected situate at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇., ▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇ ▇▇▇▇▇▇▇▇.▇▇▇, comprised of sixty (60) +/- acres, and described in Exhibit "C" attached hereto and made part hereof, together with all similar names and abbreviations thereof.
(d) All of Seller's singular the rights, appurtenances and easements pertaining thereto including any right, title and interest of Seller in and to adjacent streets, alleys, or rights of way, (the goodwill Real Property), free and clear of any and all liens, mortgages, easements, encumbrances, claims, and deeds of trust of any nature or kind whatsoever except as hereafter provided.
D. All files, records, logs, and program materials required by the FCC to be maintained by Seller or on file with the FCC that relate to the operation of the Station and all other intangible property used files and records of the Station on the Closing Date relating exclusively to the business and operation of the Station.
E. All other licenses, permits or authorizations issued by any regulatory agency which are used, useful, or intended for use in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenantsStation.
F. Anything not listed above is not part of the sale. Specifically the assets of Seller being sold do not include (ei) All Seller's rightcash on hand or in bank and notes receivable or accounts receivable (billed or unbilled) (ii) the call letters "WCMF", title and interest in or (iii) any licensesitem or tangible personal property owned by Seller not listed on Exhibit "B", permits and authorizations issued by whether or not any federal, state such property is used or local regulatory agencies that are used useful in the operation of the Business Station, which assets are to remain the extent the property of Seller. Buyer assumes no liability or obligations for Station personnel or employment or benefits contracts, or any related contracts, obligations or leases with respect thereto. There are no other contracts, leases or other agreements to be sold, assigned or purchased hereunder and Buyer assumes no liability for same are transferrable.
(f) All business records or for any debt or obligation of Seller used in the operation which may have accumulated or accrued on any contract, leases or agreements which are specifically excluded herein and are not part of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projectionsthis sale.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Sources: Agreement of Sale (American Radio Systems Corp /Ma/)
Assets to be Conveyed. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the following (the "Assets"):
(a) All the fixed and tangible personal property used in the operation of the Business, which is described in Exhibit "1.1
(a) attached hereto and made a part hereof, together with all inventory, equipment, fixtures, furniture and other tangible property of Seller.
(b) The contracts contracts, leases (including, without limitation, the lease for the Business premises at the location described above) and other agreements, if any, agreements listed or described in Exhibit "1.1(b), ," attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "TravlangB&B Associates," and "▇▇▇▇▇▇▇▇.▇▇▇Baretta," "Force," and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "TravlangB&B Associates," and "▇▇▇▇▇▇▇▇.▇▇▇Baretta," "Force," and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the The goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, plans and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in accounts receivable arising from the operation of the Business not (the "Accounts Receivable") (i) as described in Exhibit "1.1
(g) attached hereto and made a part hereof, and (ii) otherwise included in subparagraphs outstanding as of the Closing Date (a) through as hereinafter defined).
(h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents insurance policies in effect in the date of this Agreement as described on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.Exhibit "1.1
Appears in 1 contract
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, Seller hereby agrees to will, at the closing provided for in Section 1.04 hereof (the "Closing"), sell, convey, assign, transferlease, convey and transfer or deliver to Buyer Purchaser any and all fixed assets, tangible and intangible, used in or associated with the Stores free and clear of all liens and encumbrances, including, but not limited to, the following (the "Assets"):
(a) All subject to the fixed approval of each respective lessor, the real estate, buildings and tangible personal property related improvements used in the operation of the BusinessStores listed on Schedule 1.01(a) ("Leased Property") which Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in the lease agreements or any lease amendments acceptable to the Purchaser, which is described in Exhibit 1.1
for the location of each of the Stores (a) attached hereto and made a part hereof.the "Lease Agreements");
(b) The contracts furniture, trade fixtures and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto equipment owned by Seller and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of and located at the BusinessStores as of the date hereof (the "Equipment");
(c) subject to the approval of America's Favorite Chicken Company ("AFC"), includingthe assignment of the Franchise Agreements pertaining to the Store;
(d) Seller's rights, if any, under the contracts, agreements and commitments of Seller listed in Schedule 1.01(d)hereto relating to the business conducted at the Stores but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.only to the extent provided in Section 2.05;
(e) All Seller's rightthe prepaid items, title deposits, customary cash "bank" for the Stores, and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.other special items listed on Schedule 1.01(e) hereto; and
(f) All business records all of Seller used Seller's inventory of goods and supplies that are useable in the operation ordinary course of business, which are typically characterized as inventory, and that are located at the Stores as of the Business and not relating solely to Seller's internal affairs, Closing Date (as defined in whatever medium they may be stored Section 1.04 below) (the "Business RecordsInventory"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the following (the "Assets"):
(a) All the fixed and tangible personal property used in the operation of the Business, which is described in Exhibit "1.1
(a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit "1.1(b), ," attached hereto and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, including, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, ' financial and other business data reside.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gourmetmarket Com Inc/Ca)
Assets to be Conveyed. On the Closing Date, as defined in Section 6 hereof, Seller hereby agrees to will sell, assign, transfer, convey and deliver to Buyer Buyer:
a. the following (License;
b. Except for supplies and other incidental items which in the "Assets"):
(a) All the fixed and aggregate are not of material value, all tangible personal property used or useful in the operation of the Business, Translator which is described in Exhibit 1.1
Buyer elects to purchase (a) attached hereto and made a part hereof.
(b) The contracts and other agreements, if any, listed or described in Exhibit 1.1(bthe “Tangible Personal Property”), attached hereto together with such modifications, replacements, improvements and additional items made a part or acquired between the date hereof (and the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights")Closing Date. Immediately after closing, Seller shall discontinue provide a complete itemized list of all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible tangible personal property used or useful in the operation of the BusinessTranslator to Buyer within thirty (30) days after the date of this Agreement, includingand Buyer will inform Seller within thirty (30) days of the receipt of the list what specific tangible personal property Buyer elects to purchase as part of this transaction; and
c. any files, records, and intangible property or property rights, including but not limited toto intellectual property and goodwill, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business Seller related to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored Translator. The foregoing assets (the "Business Records"), subject “Purchased Assets”) are to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property Buyer through an assignment and any other document of transfer (the "Excluded Property"“Closing Documents”) customary for such purpose and shall not satisfactory in form and substance to Buyer, Seller, and their respective counsel. The Purchased Assets are to be conveyed to Buyer:
Buyer free and clear of any claims, liabilities, mortgages, deeds of trust, assignments, liens, pledges, conditions, exceptions, restrictions, limitations, charges, security interests or other encumbrances of any nature whatsoever (1collectively, “Liens”). The Purchased Assets specifically shall not include: (i) Such books and records as pertain solely any real property interests of Seller, whether owned or leased, relating to the organization, existence and capitalization of Seller;
Translator; (2ii) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (hereinafter defined);
(3) Except any contracts entered into by Seller relating to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
Translator; or (4iii) Seller's personal computers on which the Business, financial and other business data resideany cash or cash equivalents.
Appears in 1 contract
Sources: Asset Purchase Agreement (Salem Media Group, Inc. /De/)
Assets to be Conveyed. Subject to the terms and conditions of this agreement, Seller hereby agrees to sell, assign, transfertransfer and convey to Buyer, convey and deliver Buyer agrees to Buyer purchase, assume, accept and acquire from Seller all of Seller's rights, title and interest in and to the following (the "Assets"):following:
(a) All the fixed The oil and tangible personal property used gas lease(s) listed in the operation accounts of the Business, which is Seller described in Exhibit 1.1
(a"A" insofar and only insofar as such lease(s) attached hereto cover and made a part hereof.
(b) The contracts affect the lands and other agreements, if any, depths listed or in Seller's accounts described in Exhibit 1.1(b"A" (hereinafter referred to as the "Leases", whether one or more), attached hereto subject to any contracts, farmouts, or overriding royalties affecting the leases, together with Seller's interest in any pooled, communitized or unitized acreage derived by virtue of Seller's ownership of those interests listed in the accounts described in Exhibit "A";
b) All contracts and made a part hereof (agreements to the extent that same affect the Leases and ▇▇▇▇▇ listed in Seller's accounts described in Exhibit "ContractsA").
(c) All surface use agreements, easements, rights of way, licenses, authorizations, permits, and similar rights and interests applicable to, or used or useful in connection with, any or all of the interests listed in Seller's accounts described in Exhibit "A" provided, however, Seller shall retain all of its right, title and interest in and to the names "Travlang" and "same insofar as they pertain to, or are used or useful in connection with any interests in the Leases not conveyed to Buyer; and
d) ▇▇▇▇▇▇▇▇.▇▇▇" , pipelines and all other tradenames, servicemarks, logos, copyrights and similar materials related equipment or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "interests in ▇▇▇▇▇▇▇▇.▇▇▇" ▇ drilled and all similar names operated pursuant to oil and abbreviations thereof.
(gas leases or Joint Operating Agreements set forth in Seller's accounts described in Exhibit "A". Such interests described in a), b), c), and d) All above are hereinafter collectively referred to as the "Assets". Such transfer of Seller's right, title and interest in the goodwill and other intangible property used in the operation of the Business, includingAssets will be made at Closing, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.
(e) All Seller's right, title and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may shall be stored (the "Business Records")made effective, subject to Seller's rightthe terms hereof, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title and interest in property used in the operation of the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments as of the closing date (Effective Date, as same is hereinafter defined);
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract
Assets to be Conveyed. Subject to the terms and conditions of this Agreement, Seller hereby agrees to will, at the closing provided for in Section 1.04 hereof (the "Closing"), sell, convey, assign, transferlease, convey and transfer or deliver to Buyer Purchaser the fixed assets, tangible and intangible, used in or associated with the Stores, free and clear of all liens and encumbrances, except those created on behalf of the Seller, including, but not limited to, the following (the "Assets"):
(a) All the fixed real estate, building and tangible personal property related improvements used in the operation of the Business, Store (the "Leased Property") which is described Leased Property will be leased to Purchaser at Closing on the same terms and conditions as are presently set forth in Exhibit 1.1
the lease agreement for such Store location (athe "Lease Agreement") attached hereto and made a part hereof.pursuant to an assignment of such Lease Agreement;
(b) The contracts furniture, trade fixtures and other agreements, if any, listed or described in Exhibit 1.1(b), attached hereto equipment owned by Seller and made a part hereof (the "Contracts").
(c) All of Seller's right, title and interest in and to the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all other tradenames, servicemarks, logos, copyrights and similar materials or rights used to identify or promote the Business (the "Promotional Rights"). Immediately after closing, Seller shall discontinue all use of the Promotional Rights, including without limitation the names "Travlang" and "▇▇▇▇▇▇▇▇.▇▇▇" and all similar names and abbreviations thereof.
(d) All of Seller's right, title and interest in the goodwill and other intangible property used in the operation of and located at the BusinessStore as of the date hereof (the "Equipment");
(c) subject to the approval of America's Favorite Chicken Company ("AFC"), includingthe assignment of the Franchise Agreement pertaining to the Store;
(d) Seller's rights, if any, under the contracts, agreements and commitments of Seller listed in Schedule 1.01(d) hereto relating to the business conducted at the Store, but not limited to, all magnetic media, electronic data processing files, systems and programs, telephone number or numbers, patents, trade secrets, know-how, domain names, sales and operating plans, customer and supply lists, and non-competition covenants.only to the extent provided in Section 2.05;
(e) All Seller's rightthe prepaid items, title deposits, customary cash "bank" for the Store, and interest in any licenses, permits and authorizations issued by any federal, state or local regulatory agencies that are used in the operation of the Business to the extent the same are transferrable.other special items listed on Schedule 1.01(e) hereto; and
(f) All business records of Seller used in the operation of the Business and not relating solely to Seller's internal affairs, in whatever medium they may be stored (the "Business Records"), subject to Seller's right, after closing, to have access thereto and make copies thereof pursuant to Article 11 hereof. The Business Records shall include, without limitation, all books of account, customer lists, supplier lists, employee personal files, business studies, consultants' reports, budgets and financial reports and projections.
(g) All of Seller's right, title inventory of goods and interest in property used supplies which are useable in the operation ordinary course of business which are typically characterized as inventory and which are located at the Business not otherwise included in subparagraphs (a) through (h) above shall be included property and shall be conveyed or transferred by Seller to Buyer; provided, however, that the following shall be excluded property (the "Excluded Property") and shall not be conveyed to Buyer:
(1) Such books and records as pertain solely to the organization, existence and capitalization of Seller;
(2) Seller's cash and cash equivalents on hand or in banks, certificates of deposit, money market funds, securities and similar type investments Store as of the closing date Closing Date (hereinafter definedas defined in Section 1.04 below)(the "Inventory");
(3) Except to the extent otherwise noted herein, all employee pension benefit and profit-sharing plans, all trusts established thereunder and all assets thereof;
(4) Seller's personal computers on which the Business, financial and other business data reside.
Appears in 1 contract