Common use of Excluded Assets and Liabilities Clause in Contracts

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller Xxxxxx and to assign and/or transfer the Excluded Liabilities to SellerXxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller the Sellers by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller the Sellers shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED ASSETS"). Further, Seller the Sellers shall assume any and all liabilities set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause Penta-Gen and the Company to execute execute, and the Sellers agree to execute, any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller the Sellers and to assign and/or transfer the Excluded Liabilities to Sellerthe Sellers. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 1998 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller the Sellers by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller the Sellers shall remove from the Company's premises prior to the day immediately prior to the Closing Date and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED ASSETSExcluded Assets"). Further, Seller the Sellers shall assume any and all liabilities set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED LIABILITIESExcluded Liabilities"). The Purchaser agrees that it shall cause Penta-Gen and the Company to execute execute, and the Sellers agree to execute, any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller the Sellers and to assign and/or transfer the Excluded Liabilities to Sellerthe Sellers. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 2000 through the Closing Date.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from the Seller and the Other Stockholders by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller prior to Closing Xxxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETSExcluded Assets"). Further, Seller Xxxxxxx shall assume any and all liabilities liabilities, if any, set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIESExcluded Liabilities"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute execute, and Xxxxxxx agrees to execute, any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller Xxxxxxx and to assign and/or transfer the Excluded Liabilities to SellerXxxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be have been removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 1997 through the date hereof and the parties hereto agree that no other such assets shall be removed from the Company's premises or from the Company's books and records after the date hereof through the Closing DateDate without the prior written consent of Purchaser.

Excluded Assets and Liabilities. Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from the Seller by the Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that the Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED ASSETS"). Further, the Seller shall assume any and all liabilities set forth on Schedule 1.3 1.4 hereto (the "EXCLUDED LIABILITIES"). The Purchaser agrees that it shall cause Penta-Gen and the Company to execute execute, and the Seller agree to execute, any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to the Seller and to assign and/or transfer the Excluded Liabilities to the Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records records, except as shall have been disclosed on the Schedules hereto and/or in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 1999 through the Closing Date.