Assets to be Transferred and Acquired Clause Samples

Assets to be Transferred and Acquired. (a) Subject to Section 1.1(b) hereof and to the other terms and conditions of this Agreement, at the Closing (as hereinafter defined), Cakewalk will contribute, assign, transfer and convey to CDBeat, free and clear of all Liens (other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the tangible and intangible assets used, held for use or useful in the Business (collectively, the "ASSETS") including: (i) the membership interests of Cakewalk in Cakewalk BRE LLC; (ii) all of the capital stock of Cakewalk Productions, Inc. and Cakewalk Productions II, Inc.; (iii) all of Cakewalk's rights, title and interest in and to property, plant and equipment; (iv) all of Cakewalk's rights in, to and under the Intellectual Property Rights, whether or not used in the Business, and all of Cakewalk's books, records and computer programs relating thereto; (v) all of Cakewalk's rights in, to and under the goodwill of the Business; (vi) Cakewalk's rights under all Contracts and all prepaid expenses, claims and other prepayments, including security deposits and other retentions held by third parties, with respect to the Contracts as of the Closing Date; (vii) all of Cakewalk's rights under all governmental licenses, certificates, permits and approvals (the "PERMITS"), if any, relating to or necessary to the lawful conduct of the Business as of the Closing Date, to the extent such Permits are transferable; (viii) all warranties, Claims, causes of action, guarantees or similar rights of Cakewalk pertaining to the Assets; (ix) cash on hand, cash equivalents, investments (including, without limitation, stock, debt instruments, options and other instruments and securities) and bank deposits of Cakewalk as of the Closing Date including, without limitation, the moneys received by Cakewalk from Dylan under the Dylan Subscription Agreement; (x) all of the accounts receivable of Cakewalk as of the Closing Date as well as all reserve amounts with licensors and distributors; (xi) all of Cakewalk's rights under any insurance policies; and (xii) all books and records relating to the Business and the Assets (whether kept or maintained by Cakewalk or any third party) including, without limitation, copies of lists of customers and suppliers; records with respect to costs and equipment; business development plans; advertising materials, catalogues, correspondence, mailing lists, photographs, sales materials and records; purchasing materials and records; personnel records with...
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Assets to be Transferred and Acquired. At the closing referred to in section 3, Transferor shall assign and transfer to ▇▇▇▇, and ▇▇▇▇ shall acquire from Transferor, all of Transferor's business and assets as they exist on the Closing Date referred to in section 3, but excluding solely the Excluded Assets referred to in section 1.2 (the assets to be sold and assigned to ▇▇▇▇ being referred to collectively as the "Assets"). The Assets include, but are not limited to, the following (subject to section 1.2): (a) the databases (and all of Transferor's rights to the information contained therein) used in connection with the Business and all computer software and all trademarks, trade names, patents, trade secrets and logos (including registrations and applications for registration of any of them) now or previously used by Transferor in connection with the Business, including those listed on schedule 4.11, together with the good will of the business associated with those trademarks, trade names, patents, trade secrets and logos; all of Transferor's rights in copyrights that relate to the Business (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights that relate to the Business; (b) all of Transferor's rights under agreements, commitments, orders and leases, to the extent that they relate to the Business and remain unperformed or unfulfilled on, or by their terms continue after, the Closing Date, including, but not limited to all of Transferor's rights under (i) the agreements, commitments, orders and leases listed on schedule 4.8 (except as otherwise provided on that schedule), (ii) all other agreements, commitments and orders that were entered into prior to the date of this agreement in the ordinary course of business and were not required to be referred to on schedule 4.8 and (iii) all other agreements, commitments and orders that are entered into after the date of this agreement in the ordinary course of business and consistent with section 6.2; (c) all of Transferor's office supplies, stationery, forms, labels, and similar supplies that relate to, or are used in, the Business; (d) all files and other records and data relating to the operations of the Business; (e) all equipment (including computers and office equipment), vehicles, furniture, fixtures, supplies, leasehold improvements and improvements on land, and all other tangible personal property and fixed assets, wherever located, that are owned by Transferor an...
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Related to Assets to be Transferred and Acquired

  • Assets to be Transferred Except as otherwise provided in Section 2.03, on the terms and subject to the conditions of this Agreement, at the Closing and effective as of the Effective Time, Seller shall sell, convey, assign and transfer to Purchaser all of Seller’s right, title and interest in and to the following properties and assets that are used exclusively in connection with the Restaurants (collectively, the “Assets”) free and clear of all Liens except for Permitted Liens: (a) A leasehold interest in the Owned Real Property and a subleasehold interest in the Leased Real Property; (b) all of the furniture, trade fixtures and equipment that are owned by Seller and located at a Restaurant as of the Effective Time (collectively, the “Equipment”); (c) the Contracts to which Seller is a party that are in effect as of the Effective Time and that relate exclusively to the Business listed on Schedule 2.02(b) (collectively, the “Assigned Contracts”); (d) the cash bank for each Existing Restaurant and other prepaid and special items listed on Schedule 2.02(c) (collectively, the “Special Items”); (e) the Inventory and all other inventories, supplies and other tangible personal property that are owned by Seller and located in a Restaurant as of the Effective Time including counters, shelving, racks, slat walls, display cases, décor, tables, seating, signs, promotional items and materials, new and unused uniforms, smallwares and office supplies (collectively, the “Personal Property”); (f) all tools, equipment, and repair and maintenance supplies located in or on the Leased Vehicles (the “Repair and Maintenance Inventory”); (g) to the extent transferable under applicable law, the Permits necessary for the operation of the Business as currently operated, and Seller will provide to Purchaser prior to the Closing a list of all Permits held by Seller with respect to the Business; and (h) all of Seller’s rights against its suppliers with respect to express or implied warranties made in the sale to Seller of the Assets to the extent such rights (i) automatically transfer to the Purchaser as the new owner of the Assets, (ii) do not require the consent of any third parties and (iii) do not impose any costs or expenses on Seller or its Affiliates.

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including without limitation all cash, securities, commodities and futures interests and dividends or interest receivable, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.

  • Assets to be Purchased On the Closing Date (as hereinafter defined), Seller agrees to sell, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, subject to and upon the terms and conditions contained herein, free and clear of any pledge, lien, option, security interest, mortgage, claim, charge or other encumbrance of any kind (a) All right, title and interest of Seller in and to all of Seller's inventory, wherever located, including raw material, work in process, and finished goods; (b) All of Seller's accounts, accounts receivable, trade receivables and notes receivable; (c) All of Seller's real property, wherever situated including land and buildings, improvements, fixtures thereon, easements, rights-of-way, and other appurtenant rights thereto (such as appurtenant rights in and to public streets); (d) All of Seller's machinery, equipment, furniture, and supplies; (e) All right, title and interest of Seller in and to all prepaid rentals and other prepaid expenses, bonds and deposits (including those for health insurance); (f) All vehicles owned by Seller; (g) All jigs, dies, tooling, drawings, blueprints, schematics, and similar property owned by Seller, including those fabricated by third parties on behalf of Seller and in the possession of those third parties as of the Closing; (h) All business records including all drawings, bills of materials and lists, vendor agreements and lists, credit files, sales records, warranty records, inventory records, product literature and marketing studies; (i) All licenses, permits, trade names, trademarks, patents, and other intellectual property used in connection with the Business of Seller, if any, including without limitation: 1) All goodwill associated therewith; 2) All right, title, and interest in and to the names "SMC" and "Schwartz"; and 3) All right, title and inter▇▇▇ ▇▇ and to the domain name "www.smc/schwartz.com." (j) Life insurance policies listed on ▇▇▇▇▇▇▇▇ ▇(J) attached hereto and incorporated herein; (k) All other books and records associated with the Business of Seller (but excluding Seller's corporate minute books and related corporate records of which Buyer shall be entitled to retain photocopies); (l) To the extent assignable, all rights of Seller under any contracts, leases or other agreements listed on SCHEDULE 1(L) attached hereto and incorporated herein, including but not limited to, that one certain Lease Agreement with Diane E. Wood, regarding property located at 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇ South, Lester Prairie, Minnesot▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Agreement with J & J Land Co., L.L.C., regarding property located at 2821 West 6th Street, Sioux Falls, South Dakota (▇▇▇ "▇▇▇▇▇▇") ; ▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇nd supplier files and mailing lists of the Seller. All of the assets referenced above and being purchased under this Agreement are collectively referred to herein as the "Assets." The Assets will not include, and Buyer is not purchasing, those specified assets which are listed on SCHEDULE 1(M) attached hereto and incorporated herein (the "Retained Assets"), and which Buyer agrees Seller may retain or distribute to its shareholders.

  • Mergers, Consolidations, Sales of Assets and Acquisitions (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of Parent or any Borrower, or any Equity Interests of any Borrower, or less than all the Equity Interests of any Subsidiary (other than a Borrower), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) Parent and any Subsidiary may purchase and sell inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (v) any wholly owned Subsidiary may merge into a Borrower in a transaction in which such Borrower is the surviving corporation, (w) any wholly owned Subsidiary (other than a Borrower) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than Parent or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (x) the Loan Parties may make Permitted Acquisitions, (y) Holdings may merge into WellCare Group, Inc., and (z) the Harmony Transactions may be consummated. (b) Engage in any Asset Sale permitted under paragraph (a) of this Section unless (i) such Asset Sale is for consideration at least 75% of which is cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph shall not exceed $5,000,000 in the aggregate.

  • Investments and Acquisitions No Loan Party will (i) make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, (ii) create any Subsidiary, (iii) become or remain a partner in any partnership or joint venture, or (iv) make any Acquisition, except: (a) Cash Equivalent Investments, subject to control agreements in favor of the Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Agent for the benefit of the Lenders; (b) Investments in Subsidiaries existing as of the Effective Date; (c) other Investments in existence on the Effective Date and described in Schedule 6.20; (d) Investments consisting of loans or advances made to employees of such Loan Party on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $250,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and 4.4 of the Security Agreement, Investments comprised of notes payable, or stock or other securities issued by Account Debtors to such Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices, or acquired as a result of the bankruptcy or reorganization of such Account Debtor; (f) additional Investments in Wholly-Owned Subsidiaries which are Loan Parties; (g) Permitted Acquisitions and the formation of Wholly-Owned Subsidiaries of the Borrower or PHI in connection with a Permitted Acquisition; (h) other Investments not to exceed $10,000,000 in the aggregate at any time outstanding; (i) Investments in any existing or future, direct or indirect, Subsidiary which exists for the sole purpose of obtaining and holding a license which the Borrower deems necessary or advisable for its business; provided that (i) the total Investment in such Subsidiary does not exceed $100,000 in the aggregate for any one such Subsidiary or $200,000 in the aggregate for all such Subsidiaries and (ii) if the failure to have such license could reasonably be expected to have a Material Adverse Effect, the Subsidiary holding such license shall be a Guarantor; (j) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding; and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and regulations.