The Asset Purchase Clause Samples

The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation: (i) all of Seller's right, title and interest in and to the Contracts, to the extent assignable; (ii) Seller's Accounts Receivable; (iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise; (iv) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; (v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business; (vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees; (vii) all right, title and interest in and to the goodwill incident to the Business; (viii) all prepaid expenses of, or for the benefit of, the Business; (ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business); (x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and (xi) all other assets material to the operation of the Business (including without limitation all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof). (b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser: (i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;

The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4), ADI shall purchase and acquire from Artistic, and Artistic shall convey, assign, transfer and sell to ADI, all of Artistic's right, title and interest in and to the Assets described in Annex 1, including the assets listed on the balance sheet of Artistic as set forth on Schedule 1.1 (the "Assumed Balance Sheet Assets"), and including the assets relating to both the P&C Businesses and the businesses of Artistic other than the P&C Businesses as set forth on Schedule 1.1A (the "Joint Assets") to the extent the Joint Assets relate to the P&C Businesses, with such additions, deletions and replacements as may have occurred between the date hereof and the Closing Date (as defined in Section 1.4) in the ordinary course of business consistent with Section 4.1 or as the parties may otherwise agree is necessary to make any corrections thereto (it being understood that the Assets shall not include any assets, properties and other rights relating to the check business of Artistic and those assets, properties and other rights set forth in Schedule 1.1B (the "Excluded Assets")). At the Closing, Artistic shall deliver to ADI such specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to ADI and Artistic and their respective counsel, as shall be reasonably requested by ADI to effectively vest in ADI title to all the Assets. Simultaneously with the delivery of such instruments, Artistic shall transfer to ADI originals of all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data relating to and reasonably necessary for the continued operation of the P&C Businesses.

The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, effective as of the Closing, Buyer (or its designated Affiliate or Affiliates) agrees to purchase from Seller and Seller shall, and shall cause each Subsidiary of Seller to, convey, transfer, assign, and deliver to Buyer at the Closing, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s and such Subsidiaries’ respective rights, titles, and interests in, to and under all of the assets and properties of Seller and such Subsidiary, wherever located, real, personal, or mixed, tangible or intangible, known or unknown, owned, held, or used by Seller or such Subsidiary in or arising from the conduct of the Business and as Seller currently proposes to conduct the Business as the same shall exist at the Closing, other than the Excluded Assets (the “Purchased Assets”), including:

The Asset Purchase. MDK Sports hereby agrees to sell, transfer and assign the Assets to Image Sports free and clear of all liens, charges, encumbrances and securities interests and Image Innovations agrees to purchase the Assets free and clear of all liens, charges, encumbrances and securities interests, each on the terms and subject to the conditions of this Agreement.

The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.3 below) provided herein, PDC shall purchase from McGe▇ ▇▇▇lling and McGe▇ ▇▇▇lling shall sell to PDC, all of McGe▇ ▇▇▇lling's right, title and interest in and to the Drilling Rigs, Equipment and Vehicle and the Leased Vehicles.

The Asset Purchase. At the Closing, on the terms and subject to the conditions set forth herein, the Company will sell, convey, assign and transfer to Purchaser, and Purchaser will purchase and acquire from the Company, all the properties, rights and assets of the Company, wherever situated, of every kind, nature and description, tangible and intangible, which are owned and used in connection with the Acquired Business, whether arising by contract, law or otherwise, including any such properties, rights or assets as have been written off and not included on the books of the Company, except for the Retained Assets, all as the same shall exist on the Closing Date (such properties, rights and assets (other than the Retained Assets) being the "Assets"), in each case free of all Liens except for Permitted Liens. The Assets will include (i) all the foregoing (other than the Retained Assets) to the extent used or held for use primarily in connection with the Acquired Business and (ii) the following: (a) all customer lists, sales contracts, credit data and other information relating to present and past customers of the Acquired Business; (b) all maritime vessels used or held for use by the Company in the Business, together with the related purse boats, nets, machinery equipment and supplies, including those identified in Schedule 2(A)(ii)(b); (c) all vehicles and other transportation equipment owned by the Company and used or held for use in the Acquired Business, including those identified in Schedule 2(A)(ii)(c); (d) all aircraft owned by the Company and used or held for use in the Acquired Business, including those identified in Schedule 2(A)(ii)(d) but specifically excluding the aircraft identified as Retained Assets. (e) all the equipment, machinery, tools, appliances, telephone systems, copy machines, fax machines, implements, spare parts, supplies, furniture and all other tangible personal property of every kind and description owned by the Company and used or held for use in the Acquired Business, together with any rights or claims of the Company arising out of the breach of any express or implied warranty by the manufacturers or sellers of any of such assets; (f) all inventories consisting of purchased parts, factory and yard stores, fuel, oil, shipping containers and supplies owned by the Company and used or held for use in the Acquired Business, whether in the possession of the Company, in the possession of third parties or in transit to or from the Company; (g) all sales ...

The Asset Purchase. Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Buyer hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation: all of Seller's right, title and interest in and to the inventory of nutritional supplements for sale listed on Schedule 2.1 and having a cost basis of not less than $100,000. all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise; all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; all trade secrets, proprietary formulations, work notes, market studies, reports of scientific studies and similar property, tangible or intangible, used in the Business; copies of all records of Seller material to the operation of the Business, including property, tax and marketing records, and copies of personnel records of Transferred Employees; all right, title and interest in and to the goodwill incident to the Business; all prepaid expenses of, or for the benefit of, the Business; all computers used in the Business, including all laptop computers currently used by a Transferred Employee; subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business); and all other assets material to the operation of the Business (including without limitation all furniture, fixtures, and equipment, all causes of action, contract rights and warranty claims, whether or not in litigation on the date hereof).

The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall cause the Asset Sellers to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, all Right, title and interest of the Asset Sellers in, to and under the Acquired Assets together with all Rights attaching thereto. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing Purchaser shall assume all Liabilities arising primarily from or relating to the Acquired Assets (such Liabilities, collectively, the “Assumed Liabilities”). Purchaser shall not assume any Excluded Liabilities.

The Asset Purchase. Subject to the other terms and conditions of this Agreement and the Asset Purchase Agreement (as defined below), the Asset Purchase may be consummated under the following circumstances: