Purchase and Sale Clause Example with 6 Variations from Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the Real Property, consisting of one (1) independent living facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), owned by Seller, and all right, title and interest of Seller in and to the... items described in this Section 1 (a) through (f) herein; (b) All of the real estate on which the Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the Facility located thereon situated in the State of Oregon, which is described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with each Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each Facility; 9 PURCHASE AND SALE AGREEMENT (e) All trade names or other names commonly used to identify each Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with the Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles").View More
Variations of a "Purchase and Sale" Clause from Business Contracts
Purchase and Sale. On the terms and conditions set forth herein, each Seller shall sell, assign, transfer, convey and deliver to Buyer Buyer, and Buyer shall purchase from each Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the each Seller's Real Property, consisting of one (1) independent living a skilled nursing facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), (singularly, a "Facility"... and collectively, the "Facilities") owned by each respective Seller, as applicable, and all right, title and interest of each Seller in and to the items described in this Section 1 (a) through (f) herein; herein, as they pertain to such Seller's Facility; (b) All of the real estate on which the each Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the such Facility located thereon situated in the State of Oregon, Georgia (the "State"), which is described in Exhibit A A-1 (the "Calhoun Real Property"), Exhibit A-2 (the "Chatsworth Real Property"), Exhibit A-3 (the "Fairburn Real Property"), Exhibit A-4 (the "Decatur Real Property"), Exhibit A-5 (the "Cartersville Real Property"), Exhibit A-6 (the "Jasper Real Property"), Exhibit A-7 (the "Stone Mountain Real Property") and Exhibit A-8 (the "Flowery Branch Real Property"), attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, contracts located at the Real Property or which is owned by each Seller in connection with that Seller's Facility, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the each Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is owned by each Seller and described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of each Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the each Seller in connection with each that Seller's Facility, and all other assets whether tangible or intangible; intangible which is used by each Seller in connection with that Seller's Facility including, to the extent permitted by applicable law and to the extent existing, all certificates of need for the Facilities; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each Facility; 9 PURCHASE AND SALE AGREEMENT (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the each Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the each Facility, and to the extent not described above, all goodwill of each Seller associated with the each Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More
Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, real estate properties known as Creekside, Calimesa, and Millcreek, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the each Seller's Real Property, consisting of one (1) independent living facility for the elderly skilled nursing facilities as described in Schedule 1(a)... attached hereto (the "Facility"), (singularly, a "Facility" and collectively, the "Facilities"), owned by each respective Seller, as applicable, and all right, title and interest of each Seller in and to the items described in this Section 1 (a) through (f) herein; herein, as they pertain to such Seller's Facility; (b) All of the real estate on which the each Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, way of ingress and egress, and other rights incident thereto, all building and improvements and any parking lot to the such Facility located thereon situated in the State of Oregon, California (the "State"), which is described in Exhibit A A-1 (the "Yucaipa Calimesa Real Property"), Exhibit A-2 (the "Yucaipa Creekside Real Property"), and Exhibit A-3 (the "Millcreek Real Property"), attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, vehicles, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, contracts and leases (Schedule 8(f)), including but not limited to supply contracts, contracts and contract rights, intellectual property, including but (except for those which are not limited to patents, trade secrets, being transferred), and all rights and title to the names under which the each Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as and such personal property is as described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of each Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the each Seller in connection with each that Seller's Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each Facility; 9 PURCHASE AND SALE AGREEMENT (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the each Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the each Facility, and to the extent not described above, all goodwill of each Seller associated with the each Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More
Purchase and Sale. Seller is the optionee pursuant to the certain Option Agreement dated as of August 16, 2012 (the "Option Agreement"), whereby Clifford E. Hemingway ("Hemingway"), the sole owner of Shelby Health Investors, LLC, a North Carolina limited liability company ("SHI"), granted to Charles E. Trefzger, Jr. ("Trefzger") the exclusive option (the "Option") to purchase the Property (as defined below). SHI is the owner of the Property (as defined below). Trefzger has assigned all of its right, title and inte...rest under the Option Agreement to Seller pursuant to that certain Assignment of Purchase Option dated July __, 2013 (the "Option Assignment"). Seller intends to exercise and close on the Option contemporaneously with the closing of the transaction contemplated herein. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the Real Property, consisting of one (1) independent assisted living facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), "Facility") currently owned by Seller, SHI, and all right, title and interest of Seller in and to the items described in this Section 1 (a) through (f) herein; (b) All of the real estate on which the Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the Facility located thereon situated in the State of Oregon, North Carolina (the "State"), which is described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with each the Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each the Facility; 9 PURCHASE AND SALE AGREEMENT 1 (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names name(s) and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with the Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More
Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the Real Property, consisting of one (1) independent independent, assisted living and memory care facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), owned by Seller, and all right, titl...e and interest of Seller in and to the items described in this Section 1 (a) through (f) (e) herein; (b) All of the real estate on which the Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the such Facility located thereon situated in the State of Oregon, Arizona (the "State"), which is commonly known as Pennington Gardens Assisted Living and Memory Care located at 977 South Pennington Drive, Chandler, Arizona, and is more particularly described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts and contract rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with each the Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each the Facility; 9 PURCHASE AND SALE AGREEMENT and (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; Seller (items (d) and (f) All telephone numbers used in connection with (e) are collectively referred to as "Intangibles). 1 2. Excluded Assets. Seller's cash, investment securities, bank account(s) and accounts receivable, and deposits attributable and relating to the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with Seller's corporate minute books and corporate tax returns, partnership records, and other corporate and partnership records shall be excluded from the Facility sold by Seller to Buyer hereunder as well as Seller's real property not identified in Schedule 1(a) (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). "Excluded Assets"). View More
Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the each Seller's Real Property, consisting of one (1) independent an assisted living and/or memory care facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), (singularly, a "Facility" and... collectively, the "Facilities"), owned by each respective Seller, as applicable, and all right, title and interest of each Seller in and to the items described in this Section 1 (a) through (f) herein; herein, as they pertain to such Seller's Facility; (b) All of the real estate on which the each Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the such Facility located thereon situated in the State of Oregon, Wisconsin (the "State"), which is described in Exhibit A A-1 (the "Carolina Real Property"), Exhibit A-2 (the "Carrington Real Property"), Exhibit A-3 (the "Marla Vista Manor Real Property"), and Exhibit A-4 (the "Lancaster Real Property") attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, vehicles, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts and contract rights, intellectual property, including but which are not limited to patents, trade secrets, being transferred), and all rights and title to the names under which the each Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of each Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the each Seller in connection with each that Seller's Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each Facility; 9 PURCHASE AND SALE AGREEMENT intangible. (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the each Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the each Facility, and to the extent not described above, all goodwill of each Seller associated with the each Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More
Purchase and Sale. On the terms and conditions set forth herein, each Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its each respective Seller, such Seller's interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the each Seller's Real Property, consisting of one (1) independent an assisted living facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), (sing...ularly, a "Facility" and collectively, the "Facilities"), owned by each respective Seller, as applicable, and all right, title and interest of each Seller in and to the items described in this Section 1 (a) through (f) herein; herein, as they pertain to such Seller's Facility; (b) All of the real estate on which the each Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the such Facility located thereon situated in the State of Oregon, North Carolina (the "State"), which is described in Exhibit A A-1 (the "Shelby Real Property"), Exhibit A-2 (the "Hamlet Real Property"), Exhibit A-3 (the "Carteret Real Property"), and Exhibit A-4 (the "Winston-Salem Real Property") attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, resident deposits, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto inquiry (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, including, without limitation, the Certificates of Need ("CON"), assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with each the Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each the Facility; 9 PURCHASE AND SALE AGREEMENT 1 (e) All trade names or other names commonly used to identify each the Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names name(s) and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with the Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More
