Form Apa - Asset Purchase Agreement Page 4
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
461
"Equipment Lease" shall mean any lease agreement to which Seller is a party and
2
which relates to Leased Equipment.
3
"Excluded Assets" shall mean, notwithstanding any other provision of this
4
Agreement, the following assets of Seller or Seller's Affiliates:
5
(a)
the Excluded Contracts;
6
(b)
all cash, bank accounts, cash equivalents and other similar types of
7
investments, certificates of deposit, U.S. Treasury bills and other marketable securities;
8
(c)
all raw materials, work in progress, wrapping supply and
9
packaging items, in each case, wherever the same may be located;
10
(d)
all refunds, deposits, prepayments or prepaid expenses (including,
11
without limitation, any prepaid insurance premiums);
12
(e)
all insurance policies, programs, reserves and related bonds of any
13
nature (and any dividends or claims payable in respect thereof) covering the Business
14
prior to the Closing;
15
(f)
all claims, causes of action, choses in action, rights of recovery and
16
rights of set-off of any kind, against any person or entity, including without limitation any
17
liens, security interests, pledges or other rights to payment or to enforce payment (other
18
than as such may relate to the Accounts Receivable) in connection with the Business or
19
products delivered by Seller or Seller's Affiliates prior to the Closing Date;
20
(g)
all claims, causes of action, choices in action, rights of recovery
21
and rights of set-off of any kind against any person or entity arising out of or relating to
22
the Excluded Assets;
23
(h)
any amounts receivable from Seller or any of Seller's Affiliates;
24
(i)
all franchise tax registrations and sales and use Permits of Seller;
25
(j)
all items of machinery, equipment and other assets relating to
26
centralized distribution, transportation, storage, management information systems and
27
related services provided by Seller in connection with the Business;
28
(k)
the management information systems and related services utilized
29
at the _________________ or by the Transferred Employees and set forth on Schedule
30
1.1A;
31
(1)
all items of machinery, equipment and other assets relating to
32
research and development;
33
(m)
___________________________________________;
4
Form APA.doc
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business