Other Assets and Rights Sample Clauses

Other Assets and Rights. All (i) other assets (and related rights) acquired, developed or used in connection with the Business currently or previously as provided in this Agreement, excluding software for personal computers and (ii) all warranties and representations made to Company or its Affiliates by third parties with respect to any of the Assets or the Business, all rights, remedies, set-offs, allowances, rebates, discounts and credits granted to Company or its Affiliates with respect to any Asset or the Business, together with 3 FLEXTRONICS CONFIDENTIAL any and all claims, causes of action and rights of Company or its Affiliates existing previously, now or hereafter with respect to any of the Assets or the Business. To the extent that any tangible or intangible assets or rights are discovered or identified at any time after the Closing Date which, pursuant to this Agreement, constitute Assets and should have been transferred to Buyer pursuant to this Agreement, Company and Buyer shall, subject to availability of the assets of rights immediately negotiate in good faith for such assets or rights to be transferred and delivered (or cause them to be delivered) to Buyer at a price to be mutually agreed between the Parties.
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Assets and Rights. All computer software including source and object codes (to the extent transferable), accounting data, trade secrets, customer lists, supplier lists, goodwill, causes of action, books and records (other than the general ledger and account books of original entry (provided that Seller will provide Buyer with access to such items at Buyer's reasonable request following the Closing)) and other tangible and intangible property related to the System on the Closing Date.
Sample 1
Other Assets and Rights. All other assets and rights identified in Schedule I. Notwithstanding the foregoing, the Designated Assets shall not include any Licensed IP, real property, cash, cash equivalents and other assets that are identified in Schedule II.
Sample 1
Other Assets and Rights. All other personal property of every type or ----------------------- description used in the Divisions, whether tangible or intangible, including, without limitation, computer software (including source and object codes), accounting data, trade secrets, catalogues, customer lists, mailing lists, supplier lists, all rights under life insurance policies, all of Allied's rights to indemnification against Great Bend and Universal Turf pursuant to the respective purchase agreements thereto, the trademarks "Xxxx Hog" and "Great Bend", associated logos, and the goodwill associated therewith, and all other Intellectual Property Rights, rights under acquisition agreements whereby Allied and/or Affiliates acquired the Assets, rights under any pending lawsuits or claims, books and records (including such books and records as are contained in computerized storage media), and including books and records related to Inventory, purchasing, accounting, sales, research, engineering, manufacturing, maintenance, repairs, marketing, banking, Intellectual Property, the Non-Competition Agreement referred to in Section 5.1, shipping records, personnel files for all active employees and all files, records, literature and correspondence (provided, however, that Allied shall be entitled to make and retain copies of such books and records to the extent they relate to Excluded Assets or Excluded Liabilities), and other tangible and intangible property, including goodwill and covenants not to compete, rights of setoff and rights of recoupment of the Divisions and of causes of action against third parties as of the Closing Date, and all rights of Allied under any property, casualty, workers' compensation or other insurance policy or related insurance services contract which are part of the Contracts.
Sample 1
Other Assets and Rights. All other rights, entitlements, assets or other interests that either the Plan of Reorganization or the Employee Benefit Plan Assignment and Assumption Agreement attached to this Agreement as Exhibit G provides shall be transferred to or acquired by Purchaser.
Sample 1
Other Assets and Rights. All (i) other assets (and related rights) acquired, developed or used in connection with the Business currently or previously, except to the extent that any of such assets are Excluded Assets (defined in Section 1.3 below), and (ii) all warranties and representations made to Company or its Affiliates by third parties with respect to any of the Assets or the Business, all rights, remedies, set-offs, allowances, rebates, discounts and credits granted to Company or its Affiliates with respect to any Asset or the Business, together with any and all claims, causes of action and rights of Company or its Affiliates existing previously, now or hereafter with respect to any of the Assets or the Business. To the extent that any tangible or intangible assets or rights are discovered or identified at any time after the Closing Date which, pursuant to this Agreement, constitute Assets and should have been transferred to Buyer, Company shall immediately transfer and promptly deliver them (or cause them to be delivered) to Buyer without additional payment.
Sample 1
Other Assets and Rights. All computer software including source and object codes, accounting data, trade secrets, customer lists, supplier lists, including rights under any acquisition agreement or agreements whereby the Assets were acquired, rights under any pending lawsuits or claims (other than claims related to tax matters, claims related to Excluded Assets, Excluded Liabilities and other claims for which Selling Group indemnifies Buyer in accordance with Section 8.1), books and records and other tangible and intangible property, including goodwill and covenants not to compete; each only as used in or related exclusively to the System, provided, however, that Selling Group shall, both prior to and after the Closing, provide copies of, or access to, the books and records identified on Schedule 1.1(f) which are not exclusively used in the System but are necessary in connection with the operation of the System. As used in this Agreement, "Affiliate" of a Person shall mean any other Person directly or indirectly owning, controlling or holding, with power to vote, ten percent (10%) or more of the outstanding voting securities of such first-named Person; and any other Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly controlled by or under common control with such first-named Person. As used herein, the term "control," together with "controlled," "controlling" or similar variants used herein, means the possession, directly or indirectly, of the power to direct or cause the direction and management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and includes all directors and executive officers thereof.
Sample 1
AutoNDA by SimpleDocs

Related to Other Assets and Rights

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • Assets and Contracts Except as expressly set forth in this Agreement, the Parent Balance Sheet or the notes thereto, or the Parent SEC Documents, Parent is not a party to any written or oral agreement not made in the ordinary course of business that is material to Parent. Parent does not own any real property. Except as expressly set forth in this Agreement, the Parent Balance Sheet or the notes thereto, or the Parent SEC Documents, Parent is not a party to or otherwise barred by any written or oral (a) agreement with any labor union, (b) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (c) agreement for the employment of any officer, individual employee or other Person on a full-time basis or any agreement with any Person for consulting services, (d) bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with respect to any or all of the employees of Parent or any other Person, (e) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of Parent to any Lien or evidencing any Indebtedness, (f) guaranty of any Indebtedness, (g) lease or agreement under which Parent is lessee of or holds or operates any property, real or personal, owned by any other Person, (h) lease or agreement under which Parent is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by Parent, (i) agreement granting any preemptive right, right of first refusal or similar right to any Person, (j) agreement or arrangement with any Affiliate or any “associate” (as such term is defined in Rule 405 under the Securities Act) of Parent or any present or former officer, director or stockholder of Parent, (k) agreement obligating Parent to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (1) covenant not to compete or other restriction on its ability to conduct a business or engage in any other activity, (m) distributor, dealer, manufacturer’s representative, sales agency, franchise or advertising contract or commitment, (n) agreement to register securities under the Securities Act, (o) collective bargaining agreement or (p) agreement or other commitment or arrangement with any Person continuing for a period of more than three months from the Closing Date that involves an expenditure or receipt by Parent in excess of $1,000. Parent maintains no insurance policies or insurance coverage of any kind with respect to Parent, its business, premises, properties, assets, employees and agents. No consent of any bank or other depository is required to maintain any bank account, other deposit relationship or safety deposit box of Parent in effect following the consummation of the Merger and the transactions contemplated hereby.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

Time is Money Join Law Insider Premium to draft better contracts faster.