All Assets Included Sample Clauses

All Assets Included. All non-cash assets constituting, used principally in connection with, and necessary to the conduct of, the Railcar Business are owned or leased by the Railcar Subsidiaries. None of the Railcar Subsidiaries' tangible personal property is subject to any contract for its sale to any party other than in the ordinary course of business. None of the Railcar Subsidiaries' tangible personal property is subject to any contract for its use by any other party.
Sample 1
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All Assets Included. Except for the Excluded Assets set forth in Schedule 2.15 and the Assets that are listed in Schedules 2.1 through 2.14 to be sold to Buyer pursuant to this Agreement, there are no assets owned, leased, or held by Seller relating to the Business and no other assets have been used in the Business since December 31, 2002, other than inventory items or supplies sold or consumed in the ordinary course of the Business.
Sample 1
All Assets Included. The Sellers represent and warrant to EZPAWN that the Sellers own substantially all of the assets used in the operation of the Businesses and none of such assets shall be transferred other than in accordance with the terms hereof or in the ordinary course of business.
Sample 1
All Assets Included. Except for the Excluded Assets, the Acquired Assets include all assets of any nature, real or personal, tangible or intangible, necessary for or used in the operation of the Business as operated by the Company.
Sample 1
All Assets Included. Except for the Excluded Assets, the Pipeline Assets include all assets of any nature, real or personal, tangible or intangible, necessary for or used in the operation of the Business as operated by the Company.
Sample 1
All Assets Included. There is, and on the date of execution hereof, there will be, no material asset that is owned by Principal that is used in the conduct of Subject Business which is not included in the matters which Manager has the exclusive right to manage hereunder.
Sample 1

Related to All Assets Included

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Fixed Assets 12 2.11 Leases.......................................... 12 2.12 Change in Financial Condition and Assets........ 13 2.13

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • 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):

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Excluded All professional employees; management officials; supervisors; and employees described in 5 U.S.C. 7112(b) (2), (3), (4), (6) and (7).

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