Certain Excluded Assets Sample Clauses
Certain Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Acquired Assets shall not include the following assets of Sellers wherever situated (collectively, the “Excluded Assets”):
(a) all cash on hand or on deposit, cash equivalents and short-term investments;
(b) all inventory at the Locations which in the exercise by Purchaser of good faith is not found to be of merchantable quality or which is otherwise excluded pursuant to Section 3.03;
(c) all Inventory at any Retained Location or Inventory listed on Schedule 2.03(c) that can not be Transferred as a matter of Law;
(d) all assets of any kind or character located at, associated with or specific to the Retained Locations;
(e) all securities issued by any Person and owned by Sellers;
(f) all Accounts Receivable;
(g) all vacant land adjoining Store Nos. 19, 22, 48 and 51 as set forth on Schedule 2.03(g);
(h) the Real Property (and other assets) of each of the Sellers and Shareholders not situated at, associated with or specific to the Locations;
(i) all original copies of financial statements, Tax Returns and other financial or Tax records and information of Sellers;
(j) all claims for refund of Taxes and other governmental charges of whatever nature;
(k) Sellers’ copies of all Files and Records provided to Purchaser (Purchaser may retain the original);
(l) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof as listed on Schedule 2.03(l);
(m) all insurance policies and rights thereunder (except the PMMIC policies specified in Section 6.01(e));
(n) all rights in connection with and assets of the Company Plans;
(o) the stock records and minute books of Sellers;
(p) the name of any Sellers, including any variation or derivative thereof;
(q) all rights, causes of action and claims of Sellers under or pursuant to the terms and conditions of this Agreement; and
(r) the property and assets expressly designated on Schedule 2.03(r). Within a reasonable time (but not more than thirty (30) days) following the First Closing Date, Sellers shall remove all tangible personal property included in the Excluded Assets from any of the Locations being Transferred. The Purchaser irrevocably grants Sellers the right and license to enter upon the properties or facilities of the Purchaser at reasonable times and upon reasonable notice to the Purchaser to remove the Excluded Assets as provided in the foregoing sentence.
Certain Excluded Assets a. The Agreement is hereby amended to add the following as a new Section 5.31:
Certain Excluded Assets. After the applicable closing, Purchaser agrees to attempt to collect on Sellers’ behalf, and at no cost to Sellers, those certain accounts receivable listed at item 4 on Schedule 1.3(m) (the “Excluded Government Receivables”). Purchaser shall apply to the collection of the Excluded Government Receivables pursuant to this Section 9.9 the level of diligence, effort and resources that Purchaser ordinarily and customarily applies in the collection of its own accounts receivable; provided, however, that (a) Purchaser does not guarantee the extent to which any Excluded Government Receivables will be collected, (b) Purchaser shall not be required to institute any legal or other proceedings to collect any Excluded Government Receivables, (c) Purchaser shall not be obligated to incur any costs and expenses payable to third parties in any such collection efforts, and (d) the methods of collecting Excluded Government Receivables shall at all times be within the reasonable discretion of Purchaser and in accordance in all material respects with applicable law.
Certain Excluded Assets. Parent will use Commercially Reasonable Efforts to sell its facility in Sarreguemines, France and Ondal S.a.r.l., a French company wholly-owned by Parent, to a third party prior to the Business Transfer Time (the “French Plant Sale”). In connection with the French Plant Sale, Parent will enter into (1) a contract manufacturing agreement for the manufacture of the products of the Galleria Business made at the Sarreguemines, France facility, which agreement will be assignable to SplitCo, and (2) a contract manufacturing agreement for the manufacture of the Parent Group’s non-Galleria Business products. After the consummation of the French Plant Sale, if applicable, Parent will assign the contract manufacturing agreement for the products of the Galleria Business to SplitCo at the Business Transfer Time.
b. Upon and subject to the consummation of the French Plant Sale, the Disclosure Schedules to the Agreement will automatically be amended to remove the following in its entirety from Attachment 1-C to Schedule 1.05(a)(iii) to the Agreement: Ondal Sarreguemines Plant / Warehouse Plant 2, ▇▇▇ ▇▇▇▇▇ PapinTerrain Industriel / ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Own
c. Upon and subject to the consummation of the French Plant Sale, the Disclosure Schedules to the Agreement will automatically be amended to remove the following in its entirety from Schedule 1.05(a)(iv) to the Agreement:
Certain Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Acquired Assets shall not include the following assets of Sellers (collectively, the “EXCLUDED ASSETS”):
(a) all cash on hand or on deposit;
(b) rights under agreements with suppliers (other than Assigned Contracts);
(c) minute books, stock ledgers and other corporate records of any Seller;
(d) assets held in any employee benefit plan of any Seller;
(e) the Excess Inventory; and
(f) the Excluded Accounts Receivable.
Certain Excluded Assets. Buyer, ▇▇▇▇▇ and the Company acknowledge and agree that certain of the Company's assets set forth on EXHIBIT J hereto shall be excluded from the transaction contemplated hereby (collectively, the "Excluded Assets").
Certain Excluded Assets. All items set forth on SCHEDULE 2.2(k) hereto.
Certain Excluded Assets. Notwithstanding anything to the contrary in this Agreement or the Purchase Agreement, it is understood and agreed by the Parties that the Overriding Royalty Interests shall not include, and there shall not be transferred to Purchaser at Closing (a) any Tax refund (whether by payment, credit, offset, or otherwise) with respect to Taxes applicable to the Overriding Royalty Interests prior to the Effective Date and (b) refunds relating to severance Tax abatements (whether by payment, credit, offset, or otherwise, and together with any interest thereon) with respect to all taxable periods or portions thereof ending on or prior to the Effective Date, whether received before, on, or after the Effective Date (including, without limitation, refunds relating to the designation by the Railroad Commission of Texas of any Well or Unit as "High Cost" pursuant to the terms of 16 Tex. Admin. Code § 3.101).
Certain Excluded Assets. Concurrently with the removal of the assets described in subpart (n)(1) of the definition of Excluded Assets, Sellers shall cause the operator of the affected Properties to credit the “Joint Account” pursuant to the terms of the applicable ▇▇▇▇▇ Accounting Procedures.
Certain Excluded Assets. If any of the Purchased Assets are ultimately determined by Buyer to be Excluded Assets, Buyer shall transfer and convey (without further consideration) to Seller, and Seller shall accept, such Purchased Assets that are determined by Buyer to be Excluded Assets and Buyer and Seller shall execute such documents or instruments of conveyance and take such further acts which are reasonably necessary or desirable to effect the transfer of such Excluded Assets to Seller. Buyer shall appropriately label such assets which are determined to be Excluded Assets, to segregate such Excluded Assets from Buyer's other assets and to move (at the Seller's expense) such Excluded Assets to a place designated by the Seller.