Purchased Assets Excluded Assets Assumed Liabilities Sample Clauses

Purchased Assets Excluded Assets Assumed Liabilities. (a) Buyer will purchase all of the tangible and intangible assets, real property, rights, privileges and interests and working capital (as further defined in Schedule 3) of Sellers that are used or held for use as part of, or in conjunction with or in support of, the operations of (i) NHRMC and its affiliates, including, but not limited to, the facilities set forth on Exhibit A attached hereto (the “Hospitals”), which the Parties anticipate will include the Hospital Medicare and Medicaid provider agreements and numbers associated therewith, and (ii) the physician practices, urgent care centers, imaging centers, ambulatory surgical facilities, medical office buildings and other ancillary businesses that are used or held for use as part of, or in conjunction with or in support of, the operations of NHRMC and its affiliates, which the Parties anticipate will include the associated Hospital Medicare and Medicaid provider agreements and numbers thereof (such businesses, together with the Hospitals, the “Business”), including, but not limited to, (A) the real property listed on Exhibit B (the “Real Property”) and (B) NHRMC’s equity interests in or assets of the joint ventures and subsidiaries set forth on Exhibit C, all as shall be more particularly identified by the Parties in the Purchase Agreement (defined below) (collectively, the “Purchased Assets”). All Purchased Assets will be conveyed to Buyer free and clear of all liens, liabilities, encumbrances and defects in title, other than customary permitted exceptions, as agreed by the Parties.
Sample 1
AutoNDA by SimpleDocs
Purchased Assets Excluded Assets Assumed Liabilities 
Sample 1Sample 2

Related to Purchased Assets Excluded Assets Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • 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”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • 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.

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

Time is Money Join Law Insider Premium to draft better contracts faster.