Assignment of Excluded Assets Sample Clauses

Assignment of Excluded Assets. Prior to Closing, the Company shall and shall cause the Company and Company Subsidiaries, as applicable, to convey or assign the Excluded Assets to the Company Member Interest Holders or their respective designees, as appropriate.
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Assignment of Excluded Assets. At Closing, Buyers shall cause Mountain to assign to DCRI all of the Mountain Receivables, and to enter into a written arrangement with DCRI as to the collection of the Mountain Receivables.
Sample 1
Assignment of Excluded Assets. No later than immediately prior to the Closing, the Company shall, and Sellers shall cause the Company to, convey, assign, transfer and deliver to the applicable Seller or Sellers’ designees, either (at Sellers’ direction) (i) without the payment of consideration as a distribution with respect to Sellers’ interest in the Interests or (ii) for the payment of nominal consideration, and such Seller or Sellers’ designee shall acquire and take assignment and delivery from the Company of, all rights, title and interest of the Company in and to the Excluded Assets, free and clear of all Liens created by Parent or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, following the pre-Closing transaction provided for in the previous sentence, the Company’s remaining assets will not include the Excluded Assets, and any reference in the representations, warranties, covenants and agreements in this Agreement to the assets of the Company will not include the Excluded Assets.
Sample 1
Assignment of Excluded Assets. At Closing, Seller is causing the Company to convey and assign to Seller, and Seller is accepting, the Excluded Assets. The Excluded Assets are being conveyed and assigned pursuant to that certain Conveyance, Assignment, and Bill xx Sale (Excluded Assets) in a form acceptable to Buyer and Seller (the "Excluded Asset Conveyance"). To the extent of any conflict between the terms and provisions of this Agreement and the Excluded Asset Conveyance, this Agreement shall control and govern.
Sample 1
Assignment of Excluded Assets. Upon the terms and subject to the conditions hereinafter set forth:
Sample 1
Assignment of Excluded Assets. Prior to the Closing, Xxxxx and, as applicable, each Subsidiary shall execute and deliver to GSAC a Xxxx of Sale and Assignment in a form reasonably satisfactory to the Parties (the "Xxxx of Sale"), pursuant to which the Xxxxx Parties will assign and transfer to GSAC (directly or indirectly through Xxxxx) as a dividend, for no additional consideration, all of their Excluded Assets effective as of a time immediately prior to the Closing and the making of the 338 Election.
Sample 1
Assignment of Excluded Assets. Energy Steel and Seller shall execute and deliver an Assignment and Assumption of Excluded Assets in form and substance satisfactory to Xxxxxx and Buyer.
Sample 1
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Related to Assignment of Excluded Assets

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Assignment of Assets Subject to Sections 1.1 and 1.2, Assignor does hereby grant, assign, bargain, sell and transfer to Assignee, its successors and assigns, in trust, for the benefit of all the Assignor’s creditors generally, all of the property and assets of Assignor of every kind and nature wherever situated, whether in possession, reversion, remainder or expectancy, both real and personal, and any interest or equity therein not exempt from the enforcement of a money judgment, including, without limitation, all inventory, merchandise, goods, furniture, fixtures, machinery, equipment, raw materials, work in process, accounts, general intangibles, intellectual property, deposits, books, records, fixtures, cash on hand, bank accounts, tax refunds, all choses in action, insurance policies and refunds and all other property of every kind and nature owned by Assignor, or in which Assignor has an interest (the “Assignment Estate”).

  • 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:

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

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Intellectual Property Assignments Each Intellectual Property Assignment is effective to grant to Collateral Agent for the benefit of Lenders an enforceable first priority Security Interest in all the Intellectual Property described therein, subject only to Permitted Security Interests affecting such Intellectual Property.

  • Intellectual Property Assets (a) The term “

  • Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Respiratory Commercialized Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.

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