All Property Not Elsewhere Described Sample Clauses

All Property Not Elsewhere Described. All other properties of Seller of every kind, character or description owned, used or held for use (whether or not exclusively) in connection with the Business, wherever located and whether or not similar to the things set forth elsewhere in this Article 1, but excluding any assets specifically excluded in this Article 1.
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All Property Not Elsewhere Described. All other Assets of the Sellers of every kind, character and description as of the Closing, wherever located, whether or not set forth elsewhere in this Section 1.1 and whether or not similar to the things set forth elsewhere in this Section 1.1. Subject to the exclusion of the Excluded Assets (as defined below), the Assets set forth in Sections 1.1(a) through (r) are herein called the “Acquired Assets.” Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement will not include the assumption of any liabilities or obligations in respect thereof unless the Buyer expressly assumes such liability or obligation pursuant to Section 2.1.
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All Property Not Elsewhere Described. All other rights, properties or assets of Seller of every kind, character or description that are related to or materially used in the conduct of the Business, wherever located, and reflected on the Closing Balance Sheet (as defined in Section 3.1) including without limitation all cash, cash equivalents and accounts held by Seller as of the Closing and all claims and causes of action, whether known or unknown, against Seller's employees terminated voluntarily or involuntarily, after the date of this Agreement, but excluding any rights, properties and other assets specifically excluded in this Article 1.
Sample 1
All Property Not Elsewhere Described. Except as specifically addressed in this Agreement, all other personal properties (and all personal property leases or license interests) of Seller of every kind, character or description owned by the Selling Parties and used or held for use primarily in connection with the Business, wherever located and whether or not similar to the things set forth elsewhere in this Article 1.
Sample 1
All Property Not Elsewhere Described. Except as described in SCHEDULE 1.8, all other properties of Seller of every kind, character or description owned, used or held for use (whether or not exclusively) in connection with Seller's MDP Assets and Business, wherever located and whether or not similar to the things set forth elsewhere in this Article 1, including, without limitation, all employee and personnel records and files, all sales and marketing records and materials, any software or equipment related warranties and manuals, and copies of all accounting and financial records that Buyer or its independent accountants deem necessary to carry on the Business.
Sample 1

Related to All Property Not Elsewhere Described

  • GEOGRAPHIC AREA AND SECTOR SPECIFIC ALLOWANCES, CONDITIONS AND EXCEPTIONS The following allowances and conditions shall apply where relevant: Where the company does work which falls under the following headings, the company agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Certain Requirements as to Furniture, Equipment and Fixtures If the Assuming Institution purchases owned Bank Premises or accepts an assignment of the lease (or enters into a sublease or a new lease in lieu thereof) for leased Bank Premises as provided in Section 4.6(a) or 4.6(b), or if the Assuming Institution does not exercise such option but within twelve (12) months following Bank Closing obtains the right to occupy such premises (whether by assignment, lease, sublease, purchase or otherwise), other than in accordance with Section 4.6(a) or (b), the Assuming Institution shall (i) effective as of the date of Bank Closing, purchase from the Receiver all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located thereon as of Bank Closing, (ii) accept an assignment or a sublease of the leases or negotiate new leases for all Furniture and Equipment and Fixtures leased by the Failed Bank and located thereon, and (iii) if applicable, accept an assignment or a sublease of any ground lease or negotiate a new ground lease with respect to any land on which such Bank Premises are located; provided, that the Receiver shall not have disposed of such Furniture and Equipment and Fixtures or repudiated the leases specified in clause (ii) or (iii).

  • General Conditions Applicable to Option to Build If the Interconnection Customer assumes responsibility for the design, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades,

  • REMOVAL OF RECORDS FROM PREMISES Where performance of the Contract involves use by the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) of Authorized User owned or licensed papers, files, computer disks or other electronic storage devices, data or records at Authorized User facilities or offices, or via remote access, the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) shall not remotely access, modify, delete, copy or remove such Records without the prior written approval of the Authorized User. In no case, with or without the written approval of the Authorized User, can the Authorized User data be accessed, moved or sent outside the continental United States.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Alterations, Additions, and Improvements Lessee covenants and agrees with Lessor not to permit the Premises to be used for any purpose other than that stated in Section 5 hereof or make or allow to be made any alterations or physical additions in or to the Premises without first obtaining the written consent of Lessor in each such instance. Lessor's consent shall not be required for nonstructural alterations made by Lessee from time to time as necessary to adapt the Premises for the uses and business purposes permitted hereby, provided that such alterations do not affect any part of the Building other than the Premises, are not visible from outside the Building and do not adversely affect any service required to be furnished by Lessor to Lessee or to any other tenant or occupant of the Building. Lessee shall be responsible for any lien filed against the Premises or any portion of the Building for work claimed to have been done for, or materials claimed to have been furnished to Lessee. Any and all such alterations, physical additions, or improvements, when made to the Premises by Lessee, shall be at Lessee's expense and shall at once become the property of Lessor and shall be surrendered to Lessor upon termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to the movable fixtures, office equipment, and other personal property owned by Lessee. Tenant Initials ___________ Landlord Initials___________ 4Section 17. Legal Use and Violations of Insurance Coverage. ----------- ----------------------------------------------- Lessee covenants and agrees with Lessor not to occupy or use, or permit any portion of the Premises to be occupied or used, for any business or purpose which is unlawful, disreputable, or deemed to be extra-hazardous on account of fire, or permit anything to be done which would in any way increase the rate of fire, liability, or any other insurance coverage on the Building and/or its contents.

  • ACCESS TO PLANTS AND PROPERTIES Seller shall comply with all the rules and regulations established by Buyer for access to and activities in and around premises controlled by Buyer or Buyer’s customer.

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

  • Changes to Specifications All Specifications and any changes thereto agreed to by the Parties from time to time shall be in writing, dated and signed by the Parties. No change in the Specifications shall be implemented by Cardinal Health, whether requested by Reliant or requested or required by any Regulatory Authority, until the Parties have agreed in writing to such change, the implementation date of such change, and any increase or decrease in costs, expenses or fees associated with such change. Cardinal Health shall respond promptly to any request made by Reliant for a change in the Specifications, and both Parties shall use commercially reasonable, good faith efforts to agree to the terms of such change in a timely manner. If after initial Product qualification, Reliant requests a change in the Specifications for its own benefit or to comply with the requirements of a Regulatory Authority, the Specifications shall be amended as soon as [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. possible after a request is made for any change in Specifications, and Cardinal Health shall notify Reliant of the costs associated with such change and shall provide such supporting documentation as Reliant may reasonably require. Reliant shall pay all costs associated with such Reliant-requested changes or changes required by a Regulatory Authority as may be agreed upon by the Parties. Changes, agreed to between the Parties, for the benefit of Cardinal Health, shall be at the expense of Cardinal Health. If there is a conflict between the terms of this Agreement and the terms of the Specifications, this Agreement shall control.

  • Additional Requirements for Sleeping Rooms The Contractor shall provide departing Attendees a secured area for storing belongings.

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