Purchase of Assets and Related Agreements Clause Samples
Purchase of Assets and Related Agreements
Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15
Sale and Purchase of Assets (a) At Closing, Sellers shall convey, sell, transfer, assign and deliver unto Purchaser and its successors and assigns forever, all of the right, title and interest of Sellers in the following properties and assets owned, used or held for use by Sellers in connection with the Acquired Business or, to the extent relating to the Acquired Business, by any affiliates of Sellers (hereinafter sometimes collectively referred to as the "Purchased Assets"): (i) all tangible personal property used or held for use exclusively in connection with the Acquired Business, including without limitation all machinery, equipment, parts, tooling, vehicles, furniture, leasehold improvements, fixtures, office equipment, supplies and other items of tangible Personal property owned by Sellers and used or held for use exclusively in connection with the Acquired Business, including without limitation all such personal property located in, at or on the Purchaser's facilities located in Roseland, New Jersey, and all of the Sellers' rights and benefits under any leases and with respect to any of the foregoing items, all of the material foregoing items having been described on Schedule 1.1(a)(i) hereto (collectively, the "Equipment"); (ii) all intangible assets, including without limitation the brand names, trademarks, copyrights and registrations and applications for registrations thereof listed on Schedule 1.1 (a) (ii) and all associated goodwill (the "Principal Trademarks") and any and all patents, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with suppliers (including without limitation suppliers of raw materials), customers, authors and designers, sales literature, inventions, formulae, technology, UPC codes, processes and computer software, used or held for use exclusively in connection with the Acquired Business and all licenses, agreements, applications and registrations with respect to any of the foregoing, together with any goodwill associated therewith (collectively with the Principal Trademarks, the "Intellectual Property"); (iii) all rights and benefits of Sellers under all contracts, leases, agreements, licenses, commitments (collectively, "Contracts") (i) described on Schedule 3.1(j) hereto or (ii) that (A) relate exclusively to the Acquired Business, (B) under the terms of this Agreement are not required to be disclosed pursuant to Section 3.1(j), and (C) have been entered into in the ordinary course of the Acquired Business and are consistent in nature and scope with past practices of the Acquired Business (collectively, the "Assumed Contracts"), provided, however, that the Assumed Contracts shall not include the Contracts identified on Schedule 1.1(a)(iii) hereto (the "Seller Contracts"); (iv) except as provided in Section 7.11, all inventory held for resale and all raw materials, work in process, finished products, shipments in transit, wrapping, supply and packaging items related exclusively to the Acquired Business (collectively, the "Inventory"); (v) all licenses, authorizations, permits and other approvals issued by any governmental agency, public or self-regulatory authority, and all applications therefor pending, used or held for use exclusively in connection with the Acquired Business; (vi) all blueprints, designs, drawings, patterns, specifications, work plans and scheduling procedures, exclusively related to, or exclusively required or used in connection with, the production of products and products in development of the Acquired Business; (vii) all books, records, files and correspondence (whether in original or photostatic form) to the extent used or held for use in connection with, or relating to the Acquired Business, including lists of past customers and suppliers; (viii) all goodwill associated with or attributable to the Acquired Business; and (ix) any other tangible asset owned by Sellers and used or held for use exclusively in connection with the Acquired Business which is necessary to operate the Acquired Business as presently conducted (other than the Excluded Assets, as hereafter defined). (b) To the extent any asset of the type set forth in Section 1.1(a), other than any Excluded Assets, related exclusively to the Acquired Business is owned, used or held for use by any affiliate of Seller, such asset is included with the term "Purchased Assets" and Sellers shall cause such affiliate to convey such assets to Purchaser on the Closing Date in accordance with the provisions of this Agreement. (c) Notwithstanding the provisions of Section 1.1(a), the Purchased Assets shall not include any right, title or interest of Sellers or their affiliates in, to or under any of the following properties, assets or items (collectively, the "Excluded Assets"): (i) cash, including bank balances and bank accounts, cash equivalents and similar type items on hand on the Closing Date; (ii) all accounts and notes receivable (including without limitation any claims, remedies, and other rights related thereto) entered into prior to the Closing Date and relating to the Acquired Business; (iii) the Tax returns of Seller; (iv) all refunds of Taxes to the extent that Taxes being refunded were an Excluded Liability; (v) the articles or certificate of incorporation and by-laws of Sellers and the corporate minutes, corporate seals and stock books of Sellers; (vi) all refunds, deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (vii) all rights to insurance or indemnity, and all claims, causes of action, rights of recovery or set-off of any kind and against any person, relating to or covering the Acquired Business before the Closing or related to the Excluded Assets; and (viii) any franchise tax or sales and use permits of Sellers.
Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13
Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.