AppLogiq Assets Clause Samples
AppLogiq Assets. Section 2.5(c) Logiq Liabilities Section 2.5(d)(v) Logiq Intellectual Property Section 2.5(d)(viii) Logiq Assets Exhibit A - Separation Agreement THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 15, 2021 (the “Execution Date”), is made and entered into by and between Logiq, Inc., a Delaware corporation (“Logiq”), and Lovarra, a Nevada corporation and majority-owned subsidiary of GoLogiq LLC which is a wholly-owned subsidiary of Logiq (“Lova”). Each of Logiq and Lova may be referred to herein individually as a “Party” and collectively as the “Parties.”
AppLogiq Assets. For purposes of this Agreement, “AppLogiq Assets” means, as of the date of determination, all Assets of Lova or the members of the AppLogiq Group, including without limitation:
AppLogiq Assets. (a) For purposes of this Agreement, “AppLogiq Assets” shall have the meaning ascribed to such phrase under the Transaction Agreement.
(b) Notwithstanding Section 1.6(a), the AppLogiq Assets will not in any event include any of the following Assets (the “Excluded Assets”):
(i) the Assets listed or described in Section 2.05(b) of the Transaction Agreement or the Schedules thereto.
(ii) the Excluded IP Assets;
(iii) Assets in respect of any and all compensation and benefit plans and all other compensation and benefit plans sponsored by the Logiq Group;
(iv) all third-party accounts receivable specific to Logiq and its Affiliates;
(v) all cash and cash equivalents not otherwise conveyed by the Transaction Agreement (including investments and securities, but excluding any capital stock or other equity interest in any member of the AppLogiq Group) and all bank or other deposit accounts of Logiq and its Affiliates;
(vi) other than any Asset specifically listed or described in the Assets listed or described in Section 2.05(b) of the Transaction Agreement or the Schedules thereto, any and all Assets of Logiq or its Affiliates that are not exclusively used, held for exclusive use in, or exclusively related to, AppLogiq Business;
(vii) any tangible property located at any owned or leased property of Logiq and its Affiliates that is not an AppLogiq Facility, unless such Asset is exclusively used, held for exclusive use in, or exclusively related to, AppLogiq Business;
(viii) any furniture or office equipment other than (A) computers, tablets and similar equipment provided by the Logiq Group in connection with a Continuing Employee’s performance of services or (B) furniture and office equipment at the AppLogiq Facilities;
(ix) all rights to causes of action, lawsuits, judgments, claims, counterclaims or demands of Logiq, its Affiliates or any member of the AppLogiq Group against a party that do not exclusively relate to AppLogiq Business;
(x) all financial and Tax records relating to AppLogiq Business that form part of the general ledger of Logiq or any of its Affiliates (other than the members of the AppLogiq Group), any working papers of Logiq’s auditors, and any other Tax records (including accounting records) of Logiq or any of its Affiliates (other than the members of the AppLogiq Group);
(xi) all rights to insurance policies or practices of Logiq and its Affiliates (including any captive insurance policies, fronted insurance policies, surety bonds or corporate in...
AppLogiq Assets. (a) For purposes of this Agreement, “AppLogiq Assets” shall have the meaning ascribed to such phrase under the Transaction Agreement.