Ancillary Assets Clause Samples

Ancillary Assets. Ancillary Assets as defined in the Asset Purchase and Assignment Agreement shall mean and include all documents, books and records, instruments, databases, stationary, preprinted forms, programs, records, intangibles, consultants' reports and memoranda, customer, vendor and supplier lists, trade secrets and other proprietary or confidential information, work files and work products necessary for closing out delivery orders, telephone numbers and other assets of Seller, in each case which relate solely or primarily to the Acquired Assets or are used solely or primarily with Acquired Assets or are used solely or primarily in the performance of the EPA Contracts. Ancillary Assets shall not include any EPA Contract Equipment or Excluded Assets. SCHEDULE 3.C SCHEDULE OF ASSUMED LIABILITIES The only liabilities of Sellers that Purchaser shall be obligated to assume are as follows:

Ancillary Assets. The Ancillary Assets include all material assets (other than working capital) and rights necessary for, and are currently suitable and sufficient in quantity, quality and condition to enable Buyer to do, all of the manufacturing of the Products as contemplated by the Toll Manufacturing Agreement, when used in association with the other Acquired Assets, and by the Transaction Agreements. Buyer understands that for being fully operational as contemplated by the Transaction Agreements, the transition project as described in the Technical Services Agreement must have been implemented, which will only happen subsequent to Closing. Nevertheless, as of the Closing Date, the status of the transition project will be such that Buyer is in a position to timely do toll manufacturing without any extraordinary efforts, cost or liability to any person.

Ancillary Assets. (a) Except as set forth in Schedule 4.19(a) and except for the transfer to the Purchaser (or its designee(s)) of local product sanitary registration in respect of products sold through the Ancillary Assets, the Ancillary Assets are wholly- owned by the Ancillary Asset Sellers free and clear of all Liens except for Permitted Encumbrances, and there exists no restriction on the transfer of the Ancillary Assets. (b) All of the Ancillary Assets are in a state of good maintenance and repair and are usable for their intended purpose.

Ancillary Assets. All of Seller's right, title and interest in and to all permits, licenses (including liquor licenses), certificates of occupancy, governmental approvals, site plans, surveys, plans and specifications, marketing materials and floor plans in the possession of Seller or Shareholder which relate to the Seller's SF Restaurants, the Leased Properties, the Improvements or the Personal Property to the extent transferable (the "Ancillary Assets").

Ancillary Assets. (a) In connection with the continuation of services to be provided pursuant to the Employee Matters Agreement, each of the Contributing Parties agrees that it will assign and transfer, or cause OTNA or its other affiliates to assign and transfer, to Oiltanking or another entity specified by Enterprise, any and all company vehicles, laptops, desktops, printers, mobile devices and other office assets (the “Devices”) (to the extent owned by the Contributing Parties, OTNA or other affiliates controlled by the Contributing Parties) that are used primarily by any Eligible Employee in rendering the continuation services who becomes an employee of EPCO in accordance with the Employee Matters Agreement; provided, however, that Devices shall not include material office infrastructure such as networking devices and other equipment that are used by Eligible Employees or other employees of OTNA and its affiliates for shared services. (b) In addition, each of the Contributing Parties agree that it will assign and transfer to Oiltanking or another entity specified by Enterprise any other assets owned by the Contributing Parties that (i) are located on the principal terminal properties of the Oiltanking Entities and used in the business of the Oiltanking Entities or (ii) are primarily used in, or necessary for, the conduct of the business of the Oiltanking Entities; provided, however, that assets in clause (ii) that are primarily used in, but are not necessary for, the conduct of the business of the Oiltanking Entities shall not include material infrastructure that is used by Eligible Employees or other employees of OTNA and its affiliates for shared services.

Ancillary Assets. 9.1. GFLMS ANCILLARY ASSETS SA SERVICE DIVISION

Ancillary Assets. All permits, licenses, certificates of occupancy, governmental approvals, and marketing materials in the possession of Seller that relate specifically to the Restaurants, the Leased Properties, the Improvements, or the Personal Property, to the extent transferable.

Ancillary Assets. All right, title and interest in and to all permits, licenses (including liquor licenses), certificates of occupancy, governmental approvals, site plans, surveys, plans and specifications, marketing materials and floor plans which relate to the Restaurants, the Leased Properties, the Improvements or the Personal Property to the extent transferable (the "Ancillary Assets").