Purchase and Sale of Acquired Assets Sample Clauses
Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):
(a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”);
(b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”);
(c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5;
(d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”);
(e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal p...
Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer free and clear of all claims, Liens or other title defects, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.
Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing, for the consideration specified below in this Section 2.
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, including Section 2.4(b), (a) the Sellers shall (and Parent shall cause each of the Sellers to) sell, assign, convey, transfer and deliver to Buyer or its designees at and as of the Initial Closing (or, if applicable, any Subsequent Closing), the Acquired Assets, including all of the issued and outstanding capital stock of the Purchased Entities owned by the Sellers and set forth on Schedule 5.2 (the “Securities”), to be purchased at such Closing, all free and clear of all Liens and Excluded Liabilities; and (b) in exchange therefor, Buyer shall pay the Adjusted Purchase Price applicable to the Acquired Assets in accordance with Section 3.1 or 3.2, as applicable, and shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities to be assumed at such Closing. The Sellers shall pay all Cure Amounts in respect of the Assumed Contracts and Assumed IP Licenses and shall bear all Transfer Taxes related to the Sellers’ sale of the Acquired Assets and the assumption of the Assumed Contracts and Assumed IP Licenses. After any Closing, Buyer shall be entitled to exercise all rights attached or accruing to the Acquired Assets purchased at such Closing, including the right to receive all dividends, distributions or any return of capital declared, paid or made by any of the Purchased Entities in respect of the Securities on or after the relevant Closing Date.
Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any Liens (except Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”):
(a) all fixed assets, including machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by any Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”)), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) and any leased assets under the Contracts which Buyer elects to assume;
(b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller (the “Acquired Accounts Receivable”);
(c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”);
(d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”);
(e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date;
(f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b);
(g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business;
(h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in an...
Purchase and Sale of Acquired Assets. At the Closing (as defined in Section 4 hereof) and upon the terms and conditions set forth herein, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller's assets and properties, tangible and intangible, real, personal, and mixed, which are physically located at the Food Courts or which constitute intangible assets used exclusively with respect to the Food Courts, EXCLUDING those assets and properties set forth on EXHIBIT A attached hereto (the "EXCLUDED ASSETS") (all of such assets and properties OTHER THAN the Excluded Assets, are hereinafter collectively referred to as the "ACQUIRED ASSETS"):
(a) All cash on hand, marketable securities or other sources of immediately available funds held by Seller with respect to the Food Courts;
(b) All of Seller's accounts receivable, if any, with respect to the Food Courts;
(c) All of Seller's food processing machinery, equipment, processors, accessories, utensils and parts; tables, chairs, and other furniture; computer equipment and systems; inventories of items not normally held for resale; racks; storage containers; fixtures; furnishings; tools; dies; jigs; and all other miscellaneous supplies, but only to the extent used or held for use with respect to the Food Courts (collectively, the "FIXED ASSETS");
(d) All food, alcoholic and non-alcoholic beverage, restaurant supply, and other inventories of Seller held for use with respect to the Food Courts (collectively, the "INVENTORIES");
(e) All of Seller's rights, title and interests under, in and to all open, unfilled or partially filled customer or other purchase orders, bids, contracts, commitments or service contracts; third party payor agreements; equipment leases and leases or contracts with respect to any of the other Acquired Assets and other agreements to which Seller is a party regarding the Food Courts (collectively, the "LEASES, PURCHASE ORDERS AND OTHER CONTRACTS");
(f) All of Seller's rights, title and interests under, in and to all permits or other types of licenses, rights to sell certain brand names of products, certificates of authority, waivers, concessions and similar rights granted to or held by Seller, to the extent such are assignable or transferable and to the extent they relate to the Food Courts or the St. Matthew's Mall Food Court (collectively, the "PERMITS AND LICENSES");
(g) All escrows, prepayments, trust funds, guarantee funds, purchase orders or other ...
Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing:
Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the tangible and intangible assets used in the operation of the Business as listed in Exhibit A attached hereto, but excluding those items referenced in Section 1.2 below (the “Acquired Assets”).
Purchase and Sale of Acquired Assets. 2.1 On the Closing Date, the Purchaser will purchase from the Vendor, and the Vendor will sell to the Purchaser, the Acquired Assets in consideration of the Acquired Assets Purchase Price.
2.2 The Purchaser will pay and satisfy the aggregate purchase price for the Acquired Assets of $6,000,000 (the "Acquired Assets Purchase Price") by issuing at the direction of the Vendor (such direction to be provided prior to closing) an aggregate 4,411,765 fully paid and non-assessable Purchaser Shares (the "Consideration Shares") at a deemed price per Consideration Share of $1.36 (the "Issue Price").
2.3 The Consideration Shares will be issued in full at the direction of the Vendor (such direction to be provided prior to closing), only to such Persons where the issuance of such Consideration Shares shall be exempt from the prospectus and registration requirements under Applicable Laws and will not require any filings with any Governmental Authorities outside of Canada.
2.4 The Parties acknowledge and agree that the Purchaser is issuing the Consideration Shares to the Vendor pursuant to Section 2.12 of National Instrument 45-106 and that the Consideration Shares will be subject to a restricted period of four months and one day from the Closing Date (the “Restricted Period”).
2.5 The Purchaser hereby covenants and agrees that if, at any time prior to the earliest date upon which either the Vendor or the Purchaser is required to file a tax return pursuant to the Tax Act, the Vendor requires the Purchaser to do so by Notice, the Vendor and the Purchaser will jointly elect an amount under subsection 85(1) of the Tax Act (and any equivalent provincial provision, if applicable) in respect of the transfer of the Acquired Assets so that, subject to the provisions of subsection 85(1) of the Tax Act (and any equivalent provincial provision, if applicable), both the Vendor's proceeds of disposition and the cost to the Purchaser of the Acquired Assets will equal the Vendor's Cost Amount.
2.6 The Vendor and the Purchaser, acting reasonably and in good faith, have determined that the fair market value of Consideration Shares is equal to the product of the number of Consideration Shares multiplied by the Issue Price but if:
(a) the Minister of National Revenue or any other competent taxing authority asserts, by assessment, reassessment or otherwise; or
(b) the Vendor and the Purchaser determine as between themselves; that the fair market value of the Consideration Shares is less than...
Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any Liens (except for the Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”):
(a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business as reflected on Schedule 2.1(a), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume;
(b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller (the “Acquired Accounts Receivable”);
(c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”);
(d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”);
(e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date;
(f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b);
(g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business;
(h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name Ranzal & Associates, Inc. or any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of t...