Purchased assets

56 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Ownership of the Purchased Assets

   The Company owns all of the Purchased Assets free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances, other than Permitted Encumbrances. The Company has the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets without the consent or agreement of any other person and without any designation, declaration or filing with any Governmental Authority. Upon the transfer of the Purchased Assets to Purchaser as contemplated herein, Purchaser will receive title thereto, free, and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances, or other restrictions other than Permitted Encumbrances. For purposes of this Agreement, “ Permitted Encumbrances ” means (a) liens for taxes, assessments or government charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and which are subject to reasonable reserves, all as listed on Schedule 5.3, attached hereto; (b) those encumbrances, if any, listed on Schedule 5.3 attached hereto

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

2. 02

   Transferred Assets

   The term “ Transferred Assets ” means all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, except for the Excluded Assets described in Section 2.1.3 below, which relate to, or are used or held for use in connection with, the Specified Programs, including all of Seller’s right, title and interest in, to and under the following assets as of the Closing Date: (a) the Contracts set forth on Schedule 2.1.2(a) , including all rights thereunder (the “ Assumed Contracts ”); (b) all Seller IP, including the registrations and applications set forth on Schedule 2.1.2(b) ; (c) all Books and Records; (d) all Governmental Authorizations necessary for or primarily related to the Specified Programs; (e) all Regulatory Approvals, including as set forth on Schedule 2.1.2(e) ; (f) the Specified Samples; (g) the Sequence Repository; (h) the Human Antibody Database Repository; and (i) all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff against Third Parties and other claims arising out of or relating to Specified Programs, the Transferred Assets or the Assumed Liabilities (other than claims, counterclaims, defenses, causes of action, rights of recovery, rights of set-off and rights of subrogation against any Third Parties relating to the Excluded Assets or Excluded Liabilities) and all A-9 TABLE OF CONTENTS other intangible property rights that relate to the Specified Programs, the Transferred Assets or the Assumed Liabilities

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

3. 03

   The Purchased Assets

   Cyclerion is the legal and beneficial owner of all rights, title, and interests in and to all of the Purchased Assets and has good, valid, and marketable title to the Purchased Assets. The Purchased Assets are free and clear of all Encumbrances other than Permitted Encumbrances. Cyclerion’s Subsidiary does not own any right, title or interest in or to any of the Purchased Assets. The Purchased Assets, together with the Know-How licensed to Buyer pursuant to Section 6.3 , constitutes all of the assets, tangible and intangible, owned or controlled by Cyclerion or its Subsidiary that are reasonably necessary for the operation of the Purchased Programs following the Closing . There are no Backup Compounds relating to the Purchased Programs. Other than the Patents included in the Purchased Intellectual Property, Cyclerion and its Subsidiary do not own or Control any Patent that, absent a license, would be infringed by the development, manufacture, commercialization, or other exploitation of the Purchased Programs

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Preservation of Purchased Assets

   During the period commencing on the Execution Date and continuing until the earlier of the Closing Date or the termination of this Agreement, except as Cardurion shall otherwise agree in writing, Imara shall use commercially reasonable efforts to: (a) preserve intact the Purchased Assets, the Licensed Patent Rights and the Licensed Know-How free and clear of all Encumbrances; (b) maintain and preserve the Inventory; (c) maintain in effect and comply with the terms of the Amended License Agreement; (d) maintain all Regulatory Filings and Permits required for the ownership and use of the Purchased Assets; (e) comply in all material respects with all Laws applicable to the ownership and use by Imara and its Affiliates of the Purchased Assets; and (f) continue to prosecute any patent rights that Imara has the right or obligation to prosecute under the Amended License Agreement

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

5. 05

   Sale of Assets

   Purchaser shall not sell, convey, transfer, assign, lease, abandon, or otherwise dispose of any of its assets, tangible or intangible (including but not limited to sale, assignment, discount, or other disposition of accounts, contract rights, or general intangibles with or without recourse), without Sellers’ prior written consent. If Sellers grant written consent, Purchaser shall cause Purchaser or other transferee to pay all proceeds of such disposition directly to Sellers for application to the Obligations. 6.3 Perfection of Sellers’ Liens . Purchaser, Hemptown Organics, and Hemptown USA shall execute and deliver to Sellers such documents and take such actions as Sellers reasonably deem necessary or advisable to perfect or protect the Sellers’ security interests, mortgages, or liens granted by Purchaser, Hemptown Organics, and Hemptown USA to Sellers under any of the Transaction Documents or this Agreement

   Functional Brands Inc. (CIK 0001837254) · filed 2023-08-17 · read the filing · this wording recurs in 3 agreements we hold

6. 06

   Representations Regarding Acquired Assets

   Seller is the sole owner of the Acquired Assets and has good, valid and marketable title to all of the Acquired Assets. At the Closing, Seller will transfer good and marketable title to the Acquired Assets to Buyer, free and clear of all liens, claims and encumbrances. The Acquired Assets are freely transferable by Seller and are not subject to any outstanding liens, claims, disputes, defaults, security interests, collateral rights, right of first refusal, right of purchase, or any other right in favor of a third party. No other person has any rights or claims to possession of any of the personal property included in the Acquired Assets or any right to assert any lien in any amount against any of the Acquired Assets

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

7. 07

   Purchase and Sale of Assets

   Subject to the terms and conditions set forth herein, at the Closing, each Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser, and the Purchaser hereby purchases from such Seller free and clear of all Liens other than Permitted Liens, all of such Seller’s right, title, entitlement and interest in, to and under the Purchased Assets. As used in this Agreement, “ Purchased Assets ” means all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, used or held for use in connection with the Business; provided , however , that Purchased Assets shall not include the Excluded Assets, but shall include, for the avoidance of doubt, the following assets: 2.1.1 all tangible personal property of the Business, including all major, minor or other equipment, vehicles, furniture, fixtures, machinery, office furnishings, supplies, instruments, tools, office equipment, computers, telephones, and the other personal property set forth on Schedule 2.1.1 ; 2.1.2 all of each Seller’s rights in, to and under and pursuant to the Contracts set forth on Schedule 2.1.2 (collectively, the “ Assigned Contracts ”); 2.1.3 all Intellectual Property Assets and Information Technology Assets; 2.1.4 all Permits which are held by the Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, as set forth on Schedule 2.1.4 , but only to the extent such Permits may be transferred under applicable Law; 2.1.5 the leases, subleases and licenses (including all amendments and modifications thereto) of real property to which Computex is a party set forth on Schedule 2.1.5 (together with all rights, title and interest of Computex in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith); 2.1.6 all rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; 2.1.7 all Accounts Receivable of the Business held by a Seller, and any security, claim, remedy or other right related to any of the foregoing; 2.1.8 to the extent not prohibited by Law, and other than Excluded Assets, all financial and other records relating to the Business or the Purchased Assets, including equipment records, […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Title to Transferred Assets

   ☒ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. The Seller, the Special Shareholder, and the Shareholder own and have good and marketable title to all Transferred Assets (as may be applicable to the Seller, the Special Shareholder, and/or the Shareholder), free and clear of all Liens (as such term is defined in Section 2.10(a)(iii) of this Agreement) other than Permitted Liens (as this term is defined in Section 2.4. of this Agreement). 2.4. Title to Properties; Absence of Liens and Encumbrances. ☒ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☐ The representations and warranties of this section apply to the Shareholder. The Seller has good and marketable title to or a valid leasehold interest in all of its properties and assets, tangible and intangible, free and clear of all Liens except for (i) Liens set forth in Schedule 2.4. hereto, (ii) Liens for current taxes not yet due and payable, and (iii) such other minor imperfections of title and encumbrances, if any, that do not, in the aggregate, have a material adverse effect on the business, assets, or financial condition of the Seller (collectively hereinafter referred to as the “Permitted Liens”). There is no material asset used or required by the Seller in the conduct of its business which is not owned by the Seller or licensed or leased to it pursuant to one of the licenses or leases listed in Schedule 2.6. hereto

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-09-26 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Purchased Assets

   (a) Seller has good and valid title to, or has good and valid leasehold interests in, all tangible personal property that is included in the Purchased Assets (other than the Excluded Assets), free and clear of all Encumbrances other than Permitted Encumbrances, except as set forth in Section 5.12(a) of the Seller Disclosure Schedule. Seller has the power to sell, assign, transfer and deliver to Buyer the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. To the Knowledge of Seller, there are no adverse claims of ownership to the Purchased Assets. Seller has not received any written notice, or to the Knowledge of Seller, oral notice, that any Person has asserted a claim of ownership or right of possession or use in or to any of the Purchased Assets. (b) The Purchased Assets, together with the rights and services made available under the Transition Services Agreement and the IP License, constitute all of the assets, rights or properties (tangible or intangible) owned or controlled by, or in the possession of, Seller or its Affiliates that are necessary for the Exploitation of the Product, other than those assets set forth on Section 5.12(b) of the Seller Disclosure Schedule. Immediately after the Closing, except for the assets, properties and rights used to perform the services that are the subject of the Transition Services Agreement, the IP License and the assets, properties and rights that are currently available in Buyer’s existing business as of the date hereof, Buyer will own all of the rights, properties and assets that are primarily related to the Product, and no other Person shall have any rights to Exploit the Product

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Purchase and Sale of Assets

    Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells, transfers, assigns, conveys, and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of the Acquired Assets, free and clear of all Liens. “ Acquired Assets ” means all right, title, and interest in and to all of the Seller’s SMS/MMS text messaging customer accounts, used in the operation of the Business, but specifically excluding the Excluded Assets, including the following: (a) The accounts, contracts, customer records and agreements to which Seller is a party relating to the Business, including those listed on Exhibit A. and all associated rights of Seller (the “ Customer Accounts ”). Exhibit A. shall list the name of each Customer Account, the contact person for each account and related contact details, whether a contract exists for said Customer Account and whether, as of the Closing Date, Seller has received a prepayment from that customer

    MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Purchase and Sale of Assets

    Seller shall, and hereby does, effective as of the Closing Date (as defined in Section 2.1), sell, assign, transfer and deliver to Buyer, free and clear of all liens and encumbrances, and Buyer shall, and hereby does, effective as of the Closing Date, purchase and acquire from Seller, all of the assets of Seller comprising Seller’s ongoing Bitcoin mining business (collectively, the “Acquired Assets”), the Acquired Assets being described in Exhibit 1.1 attached hereto and made a part hereof

    CODE GREEN APPAREL CORP (CGAC) (CIK 0001444403) · filed 2023-07-20 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Sale of Assets Only

    This Agreement constitutes a sale of the Assets only and is not a sale of any interest in Seller. Buyer is not assuming and shall not be responsible for the payment of any liabilities or obligations of Seller whatsoever, except as expressly set forth herein

    Hempacco Co., Inc. (HPCO) (CIK 0001892480) · filed 2022-08-05 · read the filing · this wording recurs in 2 agreements we hold