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(“Buyer”) of substantially all assets of Rheingold Brewing Company, Inc. (“Seller”). The agreement explains key defined terms used throughout the transaction, including “Acquired Assets,” “Assumed Contracts,” and “Assumed Obligations,” and clarifies what is included and excluded from liabilities, employees’ obligations, and taxes. It also addresses related licensing rights tied to the Rheingold trademark and the closing mechanics.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":21,"@type":70,"position":76},"https://docshare.wps.com/template/invoices/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/asset-purchase-agreement-definitions/200489/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/asset-purchase-agreement-definitions/200489.png","ImageObject",442,249,{"name":88,"@type":89},"Oliver","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-17","2026-09-04",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",6,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What does “Acquired Assets” include under this agreement?","Question",{"text":109,"@type":110},"“Acquired Assets” includes all assets of the Seller, both real and personal, tangible and intangible, including goodwill, and the specific assets listed in Section 2.1.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What obligations does the Buyer assume, and what is excluded?",{"text":114,"@type":110},"The Buyer assumes Seller obligations under the Assumed Contracts requiring performance after the Closing Date and obligations listed in Schedule B. Exclusions include liabilities not specifically listed in Schedule B, obligations to employees, and taxes (including sales or transfer taxes) owed by Seller or related persons.",{"name":116,"@type":107,"acceptedAnswer":117},"What instruments and documents formalize the transfer?",{"text":118,"@type":110},"A “Bill of Sale” transfers title to all Acquired Assets to the Buyer, and “Assumption” refers to the instrument through which the Buyer assumes the Assumed Obligations.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},200489,1790287530,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":20,"category_name":21,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":141,"read_time":142},8796095461610,"https://ap-avatar.wpscdn.com/davatar_276721f389ce27ea32af1340a28f341c","ASSET PURCHASE AGREEMENT  \nASSET PURCHASE AGREEMENT dated as of October   , 2005, by and between DRINKS AMERICAS HOLDINGS, LTD, a Delaware corporation (\"Buyer\"), and RHEINGOLD BREWING COMPANY, INC., a Delaware corporation (\"Seller\") .  \nWHEREAS, Seller has been engaged in the business of manufacturing, marketing, distributing and selling beer products under the trademark \"Rheingold\" pursuant to the terms of the Rheingold License (as hereinafter defined); and  \nWHEREAS, Buyer is engaged through subsidiaries in the production, marketing, advertising, distribution and sale of both spirits and non-alcoholic beverages, and Buyer will be engaged in the business of manufacturing, marketing, distributing and selling beer products; and  \nWHEREAS, Buyer desires to acquire from Seller, and Seller is willing to sell to Buyer, substantially all of Seller's assets, including, without limitation, all rights presently held by Seller to use the trademark associated with the Intellectual Property (as hereinafter defined) in the production, marketing, advertising, distribution and sale of beer products.  \nNOW, THEREFORE, the parties hereto, in consideration of the premises hereof and other good and valuable consideration, hereby agree as follows:  \nI. DEFINITIONS  \n1.1. Definitions. The following terms used herein shall have the meanings given to such terms below.  \n\"Acquired Assets\" 1 means, all assets of Seller, real and personal, tangible and intangible, including, without limitation, goodwill and those assets listed in Section 2.1 hereof.  \n\"Assignment\"2 means the assignment by Seller to Buyer of the licensee's interest in the Rheingold License.  \n\"Assumed Contracts\" means all of the executory leases, contracts and licenses listed on Schedule A attached hereto.  \n1 The definition of “Acquired Assets” is a particularly important definition within this Agreement because the entire purpose of the Agreement is to effectuate the sale and transfer of all Seller’s assets (the Acquired Assets) to Buyer. Ensuring that all of Seller’s assets are included in the definition of Acquired Assets is particularly important to Buyer; therefore, it should be noted that the definition includes “all assets of Seller” and, in addition, the Acquired Assets are “including, without limitation” the assets described in Section 2.1. An interesting feature of this definition is its circular nature – the definition states that it expressly includes “all Seller’s assets,” but then it states that this includes the assets listed in Section 2.1. While this is certainly circular, it appears this is an attempt to expressly provide for a sale of “all assets,” yet at the same time give some indication to a reader of the Asset Purchase Agreement of the actual assets to be acquired, including their type and class. It appears that this objective could have been accomplished by expressly providing for a sale ofall assets, with the inclusion of an attachment or schedule noting certain assets that are included within the all-encompassing definition of “all Seller’s assets.”  \n2 The “Assignment” is particularly important because it forms the foundation for the value of this transaction for both Buyer and Seller – while Seller is known as the Rheingold Brewing Company, Inc., Seller is actually leasing the rights to the brand name (“Rheingold Beer”) from Pabst, the successor in interest to Stroh, the original licensor of the brand name. The Rheingold brand was initially sold in 1963 to the Pepsi Bottling Company of New Jersey and is now owned by Pabst.  \n\"Assumed Obligations\"3 means (i) the obligations of Seller under the Assumed Contracts requiring performance on or after the Closing Date; and (ii) all obligations of Seller referred to in Schedule B hereof; provided, however, that the Assumed Obligations shall not include (x) any liabilities not specifically listed in said Schedule B,(y) any obligations of Seller to any ofits employees, or (z) any taxes (including sales or transfer taxe","cbCaib1zfSqwYdGt","https://ap.wps.com/l/cbCaib1zfSqwYdGt","pdf",115571,20,"English","# Definitions\n## Acquired Assets\n## Assignment and License Terms\n## Assumed Contracts and Obligations\n## Bill of Sale and Closing\n## Business, Buyer, and Key Exclusions","[{\"question\":\"What does “Acquired Assets” include under this agreement?\",\"answer\":\"“Acquired Assets” includes all assets of the Seller, both real and personal, tangible and intangible, including goodwill, and the specific assets listed in Section 2.1.\"},{\"question\":\"What obligations does the Buyer assume, and what is excluded?\",\"answer\":\"The Buyer assumes Seller obligations under the Assumed Contracts requiring performance after the Closing Date and obligations listed in Schedule B. Exclusions include liabilities not specifically listed in Schedule B, obligations to employees, and taxes (including sales or transfer taxes) owed by Seller or related persons.\"},{\"question\":\"What instruments and documents formalize the transfer?\",\"answer\":\"A “Bill of Sale” transfers title to all Acquired Assets to the Buyer, and “Assumption” refers to the instrument through which the Buyer assumes the Assumed Obligations.\"}]","Asset Purchase Agreement - Definitions | PDF",1788509120,7]