Description of Assets Clause Samples
The Description of Assets clause serves to clearly identify and detail the specific assets involved in a transaction or agreement. This clause typically lists tangible and intangible items such as equipment, inventory, intellectual property, or contractual rights, often referencing schedules or exhibits for comprehensive itemization. By precisely defining what is being transferred or affected, the clause ensures both parties have a mutual understanding of the subject matter, thereby reducing the risk of disputes or misunderstandings regarding the scope of the agreement.
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Description of Assets. On the terms and subject to the conditions of this Agreement, Seller will, on the Closing Date (as defined in Section 3.1), grant, convey, sell, transfer and assign to Buyer all of Seller's right, title and interest in and to the following assets, properties and contractual rights, wherever located, subject to the exclusions set forth in Section 1.2:
(a) the Land, including, but not limited to, (i) all buildings, fixtures, and personalty located thereon, (ii) easements, interests, rights, tenements, hereditaments, and appurtenances relating to the Land or any improvements thereon, or relating principally to the Business, (iii) all mineral, water, and irrigation rights, if any, (iv) Seller's interests, if any, in any roadway adjoining the Land, (v) any rights or interests that may accrue to the benefit of Seller or the Land as a result of the abandonment thereof and (vi) with respect to the leased Land (the "Leased Land"), Seller's leasehold interest in and to the Leased Land and improvements thereon that are the subject of the Real Estate Lease (as defined in Section 5.5(b)(iv)) upon the terms set forth herein;
(b) subject to Section 1.3, all permits, licenses, authorizations, registrations, franchises, consents and approvals of every kind necessary to operate the Business (the "Permits"), including, without limitation, the Permits listed on SCHEDULE 1.1(b);
(c) all equipment, including containers used or for use principally in the Business and owned or leased by Seller (the "Equipment") including, without limitation, the Equipment listed on SCHEDULE 1.1(c);
(d) all of the motor vehicles, including pick-up trucks and other service related vehicles used or for use principally in the Business and owned by Seller and all attachments, accessories and materials handling equipment now located in or on such motor vehicles, including all radios and the radio base station, if any (the "Rolling Stock"), as the same are described on SCHEDULE 1.1(d):
(e) all customer information, and transferable software and programs related to ▇▇▇▇▇▇▇▇ used or for use exclusively in the Business;
(f) all of Seller's inventory of supplies, parts, tires and accessories of every kind, nature, and description used or for use principally in the Business (the "Inventory");
(g) all right, title and interest of Seller in and to all trade secrets, intellectual property rights, patents, copyrights, inventions, symbols, trademarks, service marks, logos and trade names used exclusively in the B...
Description of Assets. In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and subject to all terms of this Agreement, Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase from the Seller and take title to the following:
Description of Assets. Buyer agrees to acquire from Seller and Seller agrees to transfer to Buyer, as of the Effective Date, all of the properties and assets, both tangible and intangible, owned by Seller and used by it in connection with the operation of the Business (collectively, the "Assets"), including without limitation, the following:
(a) All inventory of the Business of every nature whatsoever;
(b) Seller's furniture, fixtures, office machinery and equipment and other tangible property used in the operation of the Business, including, without limitation, all vehicles, bottles, kegs, racks, all computer systems, hardware and software, and telephone systems;
(c) All mailing, client and customer lists used in the conduct and operation of the Business;
(d) All leasehold improvements and fixtures located at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Premises");
(e) All contracts and licenses used in the conduct of the Business and assumed by the Buyer pursuant to Section 2.5, including, without limitation, contracts and licenses with vendors and suppliers, if any;
(f) All of Seller's development assets used in the conduct of the Business, including, without limitation, sales, marketing, advertising and promotional materials, catalogs, brochures, mailers, and other sales, advertising and promotional materials and rights associated therewith;
(g) The Lease covering the Premises, together with all right, title and interest in the security deposit held by Landlord thereunder unless Buyer negotiates a new lease covering the Premises;
(h) All intangible assets used in the conduct of the Business including, without limitation, any and all software, domain names, marketing scripts, copyrights, trademarks and trade names, including all registrations thereof and all licenses and permits used in the conduct of the brewery operations, including BATF, state and local permits;
(i) All goodwill associated with the Business; and
(j) The telephone numbers of the Business, including, without limitation, all "800" numbers used in the conduct of the Business.
(k) All cash, certificates of deposit, negotiable instruments, notes, deposits, prepaid accounts, accounts receivable and contract rights.
Description of Assets. Buyer will purchase all of the Seller's ticket stock and other merchandise; tangible personal property owned by Seller (not leased) and located at the Business addresses, including all equipment, photocopy machines, telephones and related equipment, signs, office supplies, furniture, furnishings, shelving and leasehold improve ments; and goodwill, customer lists, telephone numbers, trade names and other intangible assets used in the Business. Seller will assign to Buyer all of Seller's right, title and interest in any sales and service agreements, employment agreements, equipment leases, advertising agreements and licenses used in the Business. Buyer will assume all obligations of Seller thereunder and indemnify and hold the Seller harmless from any obligations of Seller thereunder from and after the Closing Date. Amounts due or prepaid under such assumed obligations will be prorated as of the date of closing.
Description of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and pay for, all of Seller’s right, title and interest in and to the following described assets (herein called the “Assets”), but specifically excluding the Excluded Assets (as defined in Section 1.02 below), to-wit:
(a) The oil, gas and mineral leases described in Exhibit A hereto (the “Leases”) insofar as they cover the lands (the “Lands”) described or referenced in the Leases and/or in Exhibit A hereto, together with all of Seller’s undivided interests in (i) all rights, privileges, benefits and powers conferred upon the holder of the Leases with respect to the use and occupation of the surface of the Lands that may be necessary, convenient or incidental to the possession and enjoyment of the Leases, (ii) all rights in respect of any pooled or unitized acreage located in whole or in part within the Lands by virtue of the Leases, including rights to production from the pool or unit allocated to any Lease being a part thereof, regardless of whether such production is from the Lands, (iii) all rights, options, titles and interests of Seller granting Seller the right to obtain, or otherwise earn interests within the Lands no matter how earned, (iv) all tenements, hereditaments and appurtenances belonging to any of the foregoing, and (v) any and all mineral fee interests, mineral servitudes, royalty interests, overriding royalty interests, net profits interests, production payments and all other interests of every kind and character in and to the Leases and the Lands;
(b) All permits, licenses, servitudes, rights-of-way, easements, division orders, gas and casinghead gas purchase and sale agreements, including without limitation gas contracts, crude oil purchase and sale agreements, surface leases, surface fee interests, farmin agreements, farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, areas of mutual interest, options, leases of equipment or facilities and other contracts, agreements and rights that are owned by Seller in whole or in part, and that are appurtenant to the Assets or used or held for use in connection with the ownership or operation of the Assets or with the production, treatment, sale or disposal of water, hydrocarbons and associated substances therefrom or thereon whether or not located on the Lands;
(c) All of the real, perso...
Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor’s Business of every kind and description wherever situate (except as provided in section 1.02) including, without limiting the foregoing: all of the rights relating to the Vendor’s Business, whether tangible or intangible, including but not limited to:
a) all inventories described in the Schedule of Inventory attached hereto as Schedule 1.01(a) (the “Inventory”);
b) the equipment described in the Schedule of Equipment attached hereto as Schedule 1.01(b) (the “Equipment”);
c) the accounts receivable, trade accounts, notes receivable and other debts owing to the Vendor in connection with the Vendor’s Business, and the full benefit of all securities for cash accounts, notes or debts (the “Receivables”);
d) the customer lists, books, records, files, plans, sales, supplier, customer and inventory data of the Vendor's Business (the "Books and Records");
e) the Vendor's Business as a going concern and the goodwill thereof, including:
i. the right of the Purchaser to represent itself as carrying on the Vendor's Business in continuation of and in succession to the Vendor; and
ii. a non-exclusive license to use the name "CET Vancouver" in relation to the Vendor's Business for a period of 30 days commencing on the Closing Date; (the “Goodwill”)
f) all cash on hand or on deposit as of the Closing Date (as herein defined), the amount of which shall be net of the payment of the trade payables and accrued liabilities of the Vendor accrued up to and including the Closing Date, as set out in the Schedule of Paid Liabilities attached hereto as Schedule 1.01(f) (the "Cash"); (collectively, the “Assets”). The Assets shall be free and clear of all liens, mortgages, encumbrances, charges, security interests and other third party rights or interests.
Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing:
(a) the leases, leasehold property, interests in the leasehold property and the improvements, appurtenances and fixtures on the leasehold property (the "Leasehold Property") described in the Schedule of Leasehold Property;
(b) the machinery and equipment, (the "Machinery and Equipment") described in the Schedule of Machinery and Equipment;
(c) all inventories (the "Inventories");
(d) the accounts receivable and other debts owing to the Vendor in connection with the Vendor's Business, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables");
(e) the benefit of all unfilled orders received by the Vendor in connection with the Vendor's Business, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's Business, and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contracts;
(f) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's Business (the "Intangible Property"), including, without limitation, the intangible property described in the Schedule of Intangible Property;
(g) the prepaid expenses (the "Prepaids"); and
(h) the goodwill of the Vendor's Business and the right of the Purchaser to represent itself as carrying on the Vendor's Business in continuation of and in succession to the Vendor and the right to use the name "Inform Online Inc." or any variation thereof as part of or in connection with the Vendor's Business (the "Goodwill"); all of which are collectively called the "Assets".
Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), Seller shall convey, sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest of Seller at the Closing in and to all of the assets, properties, rights (contractual or otherwise) and business of Seller which are used in connection with the business and operations of the Seller including, without limitation, those set forth below:
(a) All machinery, equipment, tooling, parts, furniture, supplies, and other tangible personal property used in conducting the business and operations of the Seller (the "Personal Property") and including, without limitation, the Personal Property listed on SCHEDULE 1.1
(A) [1];
(b) All raw materials, component parts, work-in-process, finished goods inventory and other inventory (the "Inventory");
(c) All franchises, licenses, permits, consents, authorizations, approvals and certificates of any regulatory, ---------------- 1 Each reference in this Agreement to an Exhibit or Schedule shall mean an Exhibit or Schedule attached to this Agreement and incorporated into this Agreement by such reference. administrative or other governmental agency or body used in conducting the business and operations of Seller (to the extent the same are transferable) (the "Permits") including, without limitation, the Permits listed on SCHEDULE 1.1(C);
(d) All patents, inventions, trade secrets, processes, proprietary rights, proprietary knowledge, know-how, computer software, trademarks, names, service marks, trade names, copyrights, symbols, logos, franchises and permits used in conducting the business and operations of the Seller, and all applications therefor, registrations thereof and licenses, sublicenses or agreements in respect thereof, which Seller owns or has the right to use or to which Seller is a party and all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office including, without limitation, the items listed on SCHEDULE 1.1
Description of Assets. Buyer will purchase all of the Seller's goodwill, customer lists, telephone numbers, trade names, and other intangible assets used in Seller's business (the "Assets"). Seller will assign to Buyer all of Seller's right, title and interest in any sales agreements, advertising agreements, independent contractor agreements with travel agents and contracts with hotels for wholesale rates used in the business of Seller being acquired hereby (the "Assumed Contracts"). Buyer will assume all obligations of Seller under the Assumed Contracts and indemnify and hold the Seller harmless from any obligations of Seller thereunder from and after the Closing Date. Amounts due or prepaid under such Assumed Contracts will be prorated as of the date of closing. Assets specifically excluded from the population of Seller's assets that Buyer will purchase in this transaction are: (i) all cash in banks; and (ii) all accounts receivable arising from sales occurring prior to the Closing Date. The Assets which Buyer will purchase from Seller and Assumed Contracts which Buyer will assume as set forth in this Section 1 are referred to collectively in this Agreement as the "Business."
Description of Assets. The "Assets" are all of the assets of Seller which comprise the Systems existing as of the date of this Agreement or acquired by Seller prior to Closing in the ordinary course of business (including without limitation all of the Right of Entry Agreements specified on Schedule 4.7). Specifically, the Assets consist of (i) the assets of Seller used to operate the Systems including its telephone switching and voice mail equipment, cable television equipment, all cable (including without limitation aerial cable and underground cable, conduit, and all spare parts and other items used in the maintenance, repair and testing of the Systems), all as specifically listed on Schedule 1.2 ("Equipment"); (ii) good and marketable right, title and interest in and to the Right of Entry Agreements and the Other Contracts listed on Schedule 4.7; (iii) business records pertaining to the subscribers of each System ("Customers"); and (iv) all leases, easements and licenses in the states in which Systems are located, to use real property and leases of personal property disclosed on Schedule 4.7 and the following other contractual arrangements: Circuit and Service Agreements with ILECs/CLECs, Long Distance Agreements with IXCs, E911 Services, all oral and written contracts included in the Assets, including all Customer contracts, programming agreements, franchise agreements, construction contracts, right-of-use agreements, pole attachments and conduit rights, Retransmission Consents with television broadcast stations, Operator Services Agreements, Internet Service Agreements (Reflex, Darwin, etc.), Security / Alarm Services Agreements (for equipment rooms, etc.), Utilities agreements (for equipment rooms, etc.) (all such leases, easements, licenses and other contractual arrangements being hereinafter collectively referred to as the "Other Contracts"). The Assets exclude all other items, including without limitation, any goodwill, intellectual property or software. The Assets will include the Other Contracts only to the extent Purchaser elects to take assignment (and Seller has the right to sell or assign) one or more of the Other Contracts by so notifying Seller prior to the end of the Inspection Period ("Selected Other Contracts"). Seller and Purchaser acknowledge and agree that Seller has not yet identified all of the Other Contracts to Purchaser. Within fifteen (15) days of the date of this Agreement Seller will furnish Purchaser with a complete written list of the Other Contr...