Included Assets Clause Samples
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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:
(a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property;
(b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller
(c) any cash or cash equivalents held by or on behalf of Seller;
(d) all securities;
(e) all office and other supplies;
(f) all inventory;
(g) all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization;
(h) all rights under any patent, trademark, service ▇▇▇▇, trade name or copyright, whether registered or unregistered, and any applications therefore;
(i) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development;
(j) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2;
(k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests;
(l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller;
(m) all notes receivable owing to the Seller;
(n) all Maintenance Contracts, except those ...
Included Assets. Subject to the terms and conditions set forth below, Seller agrees to sell, and Buyer agrees to purchase, all of Seller's right, title and interest (the "Subject Interest") in and to the following real and personal property interests, other than the Excluded Assets (the "Property"):
(1) the refined products pipelines (the "Pipelines"), the refined products tank farms (the "Tank Farms") and the refined products terminals (the "Terminals") all as shown on Exhibits "A" - Maps and "A-1" - System Descriptions, attached hereto and made a part hereof;
(2) other than the Rights-of-Way and Permits, all fee interests in real property appurtenant to or associated with the Pipelines, the Tank Farms and the Terminals, as may be further described and shown on Exhibit "B" attached hereto and made a part hereof ("Real Property");
(3) rights-of-way and permits appurtenant to or associated with the Pipelines, the Tank Farms or the Terminals, as may be further described on Exhibit "C", attached hereto and made a part hereof ("Rights-of-Way and Permits");
(4) the contracts (including any leases or similar agreements) described on Exhibit "D" attached hereto and made a part hereof ("Assigned Contracts");
(5) any and all pipe, tanks, loading racks, pumps, motors, valves, materials and supplies, fittings, miscellaneous equipment and facilities, buildings and fixtures associated with the Pipelines, the Tank Farms or the Terminals as may be further described on Exhibit "E" attached hereto and made a part hereof ("Equipment"); and
(6) the Books and Records.
Included Assets. Except as otherwise expressly set forth in Section 1.3 hereof, the Assets shall include without limitation the following assets, properties, and rights of Seller:
(a) All rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization except for such agreements that Seller has notified Purchaser of in writing that Seller cannot transfer to Purchaser due to Seller's inability to secure the consent to the assignment from the other party to the Agreement;
(b) All machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and other tangible personal property, including, but not limited to, the Assets set forth on Schedule 1.2 annexed hereto;
(c) All technologies, methods, formulations, databases, trade secrets, know-how, inventions, computer software (including documentation and related object codes) and other intellectual property;
(d) All office supplies;
(e) All rights under any patent, trademark, service ▇▇▇▇, tradename or copyrights, whether registered or unregistered, and any applications therefor (the "Marks");
(f) All rights arising under express or implied warranties relating to the Assets;
(g) All information, files, records, data, plans, contracts and recorded knowledge, including client and vendor lists related to the foregoing;
(h) An irrevocable option for ten (10) years, which is hereby granted (i) to purchase all of the issued and outstanding capital stock of Seller for a purchase price of One Dollar ($1.00), provided that Seller shall first divest Seller of all assets other than contracts for the distribution of ice cream and other food products, including but not limited to its distribution agreements with Haagen-Daz, which shall be transferred to Purchaser as an asset of Seller upon exercise of the option, or (ii) to have Seller assign to Purchaser all rights under any or all ice cream or other product distribution agreements of Seller with its suppliers, including but not limited to Seller's distribution agreements with Haagen-Daz and ▇▇▇▇▇▇-▇▇▇▇▇▇▇. This option shall survive the Closing.
Included Assets. For purposes of this Agreement, "Palm Assets" shall mean (without duplication) the following Assets, except as otherwise provided for in any other Ancillary Agreement or other express agreement of the parties:
Included Assets. The Assets shall include, without limitation, the following assets, properties and rights of Seller and Holdings used in the conduct of, or generated by or constituting the Business, except as otherwise expressly excluded pursuant to Section 1.1(b):
(i) all interests of Seller and Holdings in all real properties that are owned by Seller or Holdings and used primarily in connection with the Business which are identified in SCHEDULE 1.1(A)(I) (the "FEE PROPERTIES");
(ii) all of Seller's and Holdings' interests as lessee in all real property and offices leased or subleased to Seller or Holdings and used primarily in connection with the Business, which are identified in SCHEDULE 1.1(A)(II) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES");
(iii) those Contracts (as hereinafter defined), including purchase orders and noncompetition agreements, but exclusive of all leases of personal property, to which Seller or Holdings is a party described in SCHEDULE 1.1(A)(III), together with all Contracts that are entered into by Seller or Holdings as part of the Business in the ordinary course of business after the Effective Date and are not prohibited by this Agreement (collectively, the "HOLDINGS CONTRACTS");
(iv) all of Seller's and Holdings' rights in and to operating leases of personal property used primarily in connection with the Business other than vehicles, all of which are described in SCHEDULE 1.1(A)(IV), together with all such leases that are entered into by Seller or Holdings as part of the Business in the ordinary course of business after the Effective Date that are not prohibited by this Agreement (the "EQUIPMENT LEASES"), subject to the consents of lessors, if required;
(v) all of Seller's rights in and to the vehicles identified in and subject to the vehicle leases listed on SCHEDULE 1.1(A)(V) (the "VEHICLE LEASES");
(vi) all office furniture, fixtures and equipment owned by Seller and Holdings and all other equipment, parts, materials, supplies, furniture and fixtures owned by Seller or Holdings, in either case used primarily in connection with the Business including, without limitation, the equipment, furniture, fixtures, computers, servers, local area network systems, intranet systems, electronic mail and financial accounting equipment, software and systems described on SCHEDULE 1.1(A)(VI) (collectively, the "EQUIPMENT"); (vii) except for materials relating to Excluded Assets, litigation, Employee Benefit Plans, and ...
Included Assets. The Assets shall include any and all property, asset or rights thereto of Sellers and ▇▇▇▇▇▇’▇ required by Sellers and/or ▇▇▇▇▇▇’▇ to operate the Business or the Assets, of every type and description, tangible and intangible, whether or not reflected on the books and records of Sellers or ▇▇▇▇▇▇’▇, made a part hereof, and located as described on Exhibit A (or used by the Transferred Employees), excepting such assets identified as “Excluded Assets” in Section 1.1.1 (b) hereof, and including, but not limited to, any of the following:
(i) all of Sellers’ right, title and interest in all leases, subleases, real estate licenses, concessions and other agreements which are identified on Exhibit A-1 hereto (as amended, the “Leases”), pursuant to which Sellers hold a leasehold or subleasehold estate in, or are granted the right to use or occupy, any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in, or otherwise related to, the Business, together with all buildings, structures, improvements and fixtures located in or on such Leasehold interests which are owned by Sellers or ▇▇▇▇▇▇’▇, regardless of whether title to such buildings, structures, improvements or fixtures are subject to reversion to the landlord or other third party upon the expiration or termination of the Lease for such leasehold interests (“Leasehold Improvements”), including, without limitation all rights in and to any security deposits, utility deposits and any other deposits (the “Leased Property”) and all land, owned by Sellers and used or intended to be used in, or otherwise related to, the Business, which are separately identified on Exhibit A-1 hereto, together with all buildings, structures and fixtures located thereon and other improvements owned by Sellers that are located in or on such properties (collectively, the “Fee Property”) (the Leased Property and the Fee Property are sometimes collectively referred to as the “Real Property”);
(ii) all tenements, hereditaments, easements, rights-of-way, rights, licenses, patents, rights of ingress and egress, reversionary interests, privileges and appurtenances belonging, pertaining or relating to the Real Property, any and all rights to the present or future use of wastewater, wastewater capacity, drainage, water or other utility facilities relating to the Real Property, including, without limitation, all reservations of or commitments or letters covering any such use in t...
Included Assets. The Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller as of the date hereof:
(a) All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property of Seller including that listed on Schedule 1.2(a) hereto;
(b) All right, title and interest of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b) hereto;
(c) All right, title and interest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto;
(d) All business licenses and permits of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereof;
(e) All customer lists, customer credit information, sales records, database information, invoice files and correspondence files of Seller used in or relating to the Business;
(f) All right, title and interest of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) hereto;
(g) All prepaid expenses of Seller related to the Business; and
(h) All accounts receivable, notes receivable, deposits and advances of Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITC, ITG and Intelco Europe (as such terms are defined below)), even if such accounts receivable relate to the provision by Seller of products or services prior to the date hereof.
Included Assets. For purposes of this Agreement, "ROXIO ASSETS" shall mean (without duplication) the following Assets, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
Included Assets. Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Article 2 below), the Company does hereby sell, transfer, convey and deliver to Purchaser, and Purchaser does hereby purchase and accept from the Company, all of the assets described herein:
(i) all of the Company's tangible personal property, furniture, fixtures, equipment, machines, inventories, raw materials, tools and supplies used in the Company dental business, as described on Section 1.1(a)(i) of the Disclosure Schedule attached to this Agreement;
(ii) all of the Company's supplier and vendor lists, copies of which are attached to this Agreement as Section 1.1(a)(ii) of the Disclosure Schedule, and all records, including all records, documents, written information, computer tapes, programs 2 and files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the Company dental business;
(iii) all of the Company's computer hardware, cabling and peripherals, tools and supplies relating to the Company dental business to the extent of the Company's interest therein;
(iv) all of the Company's rights to use all of the trademarks, service marks, trade names, copyrights, patents and patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other intangible rights relating to the Company dental business;
(v) copies of all books, records and other data relating to the assets, business, ownership, employees and operations of the Company dental business, including, but not limited to, correspondence, employment records, tax and accounting records, property records, mailing lists, regulatory files (including master files), provided that the Company shall retain originals of the tax and accounting records of such business as heretofore conducted and the Company shall provide true and accurate copies of the same to Purchaser at the Closing;
(vi) all rights of the Company under the contracts, agreements and powers of attorney relating to the Company dental business including without limitation those referred to in this Section 1.1(a) and those referred to in Section 4.13 and the Disclosure Schedules thereto, except as set forth in Section 1.1(a)(vi) of the Disclosure Schedule;
(vii) all of the Company's title and interest in and to any and all of the databases used in the Company dental busine...
Included Assets. For purposes of this Agreement, "SEMICONDUCTOR ASSETS" shall mean (without duplication) the following Assets, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties: