Retained Assets Sample Clauses
Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):
(a) All claims, including claims for insurance proceeds, and causes of action of Sellers (i) arising from acts, omissions or events related to, or damage to or destruction of the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Retained Assets; including, but not limited to, copies of all Records necessary to process such claims after the Closing.
(b) All rights and interest of Sellers (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.
(c) All claims of Sellers for refunds or loss carry forwards with respect to (i) production, severance or any other taxes attributable to the Assets for any period prior to the Effective Time, (ii) income or franchise taxes or (iii) any taxes attributable to the Retained Assets.
(d) All amounts due or payable to Sellers as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time.
(e) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, including any royalty overpayment receivables and/or future deductions as royalty offsets generated as a result of Sellers’ audit of royalties paid to the MMS, or other Governmental Authority, prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.
(f) All documents and instruments of Sellers relating to the Assets that may be protected by an attorney client privilege; and
(g) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets.
Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”):
(a) All claims and causes of action of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts to the extent that such claims and causes of action are attributable to (A) periods of time prior to the Effective Time (including claims for adjustments or refunds) and (B) any Claim for which Seller is required to indemnify Buyer Group under this Agreement, or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing.
(b) All rights and interest of Seller (i) under any policy or agreement of insurance or (to the extent attributable to a Claim for which Seller is required to indemnify Buyer Group under this Agreement) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time.
(c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other Taxes attributable to the Assets for any period prior to the Effective Time paid by Seller or for which an adjustment to the Base Purchase Price was made under Section 3.3(a), (ii) Income Taxes or (iii) any Taxes attributable to the Retained Assets.
(d) All proceeds, income, revenues, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, to the extent attributable to production or services Seller performed prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets.
(e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client or work product privilege (excepting title opinions and related documents and other documents and instruments included in the Records).
(f) Seller’s field offices, yard and water well as more specifically described on Schedule 2.9(f).
(g) Without limiting the seismic data exclusions set forth in Sec...
Retained Assets. Anything in Section 1.1 to the contrary notwithstanding, the following assets (collectively, the "Retained Assets") shall be retained by Transferor, and Transferee shall in no way be construed to have acquired (or to be obligated to acquire) any interest whatsoever in any of the following.
Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.
Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):
(a) Unrestricted Cash;
(b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit);
(c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort;
(d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation;
(e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business;
(f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Kxxxx Xxxx; and
(g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.
Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller will retain the following assets used by Seller in the conduct of the Business (the “Retained Assets”):
2.2.1 cash, cash equivalents, bank accounts, liquid investments, pre-paid investments and marketable securities;
2.2.2 all of Seller’s Tax Returns, financial statements and books and records relating to Seller’s business that are not solely related to the Transferred Assets or the Business;
2.2.3 all claims and insurance recoveries relating to Seller business that are not related to the Transferred Agreements or the Business;
2.2.4 Seller Benefit Plans and contracts of insurance for employee group medical, dental and life insurance plans;
2.2.5 all insurance policies (except to the extent specified on Schedule 2.2.5);
2.2.6 Seller’s corporate charter and qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation (provided that Purchaser shall be entitled to a copy of any such documentation related to the Transferred Assets);
2.2.7 copies of the corporate charters, qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers, minute books, stock transfer books and other documents relating to the organization, maintenance and existence of the Business prior to the Closing Date;
2.2.8 the name “Wireless Facilities, Inc.” and all related Intellectual Property, including all trademark registrations;
2.2.9 all personnel records and other records that Seller is required by Law to retain in its possession, provided that if such records relate to Transferred Employees, Seller shall provide Purchaser a copy of such records if the Transferred Employee at issue provides written authorization for the transfer of such records in accordance with applicable Law;
2.2.10 any Deposits and Advances related to any Excluded Liability;
2.2.11 all assets related to Seller’s Enterprise Network Services business segment (“ENS Segment”), Wireless Network Services business segment (other than the assets relating to the Business) and Government Network Services business segment (“GNS Segment”) (but excluding any assets listed on Schedules 2.1.1 through 2.1.12), all as described i...
Retained Assets. (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):
(i) any assets and associated claims arising out of Retained Assets or Retained Liabilities;
(ii) Seller's 50% interest in Cyanco a non- corporate joint venture with Degussa Corporation for producing and marketing liquid sodium cyanide ("Cyanco") including Seller's interest in Nevada Chemicals, Inc.;
(iii) the office furniture, fixtures and equipment in two offices located at 0000 Xxxxx Xxxxx Xxxxxxx in Sandy, Utah, to be used by Cyanco;
(iv) the real property located at 0000 Xxxxx Xxxxx Xxxxxxx in Sandy, Utah, which will be leased to Purchaser under the terms of a lease agreement to be entered into with Seller (the "Lease Agreement"), which Lease Agreement shall have an initial term of one year with Purchaser having an option to renew such term for an additional year;
(v) Seller's 50% interest in West Africa Chemicals, Inc.;
(vi) the first $600,000 (six hundred thousand dollars) in accounts receivables of West Africa Chemicals, Inc. as reflected on the June 30, 2000 Balance Sheet or which arise thereafter in the ordinary course of business;
(vii) all contracts between Seller and a third party in which the third party is in material default or breach or is subject of bankruptcy, insolvency, or similar proceedings;
(viii) any asset of Seller not used primarily in the Business and not necessary for the conduct of the Business;
(ix) any asset, offset, refund, insurance proceeds, receipts and other benefits related to litigation for which Seller is retaining the liability related to such litigation; and
(x) all Tax refunds or prepaid deposits as shown on the June 30, 2000 Balance Sheet as being retained by Seller.
Retained Assets. Except for the Purchased Assets, Buyer is not purchasing, and Seller is not selling, contracts other than the Assumed Contracts, Seller’s accounting records and corporate minute books, stock books, corporate seal, or any of the motor vehicles or other items expressly set forth on Schedule 2.3 (collectively, the “Retained Assets”). Accounting records of Seller shall remain the exclusive property of Seller in accordance with this Section, and shall mean any and all books of original entry, including any register or computer tapes, all journals or ledgers, all canceled checks, payroll records, bank or other account statements, including account statements or reports to or from any vendors, suppliers, film companies, or otherwise, including any correspondence relating to same or to any other items designated as an accounting record hereunder, and including all financial statements, records, tax returns, and all work papers or supporting information relating thereto, including all information gathered or compiled by Seller or Seller’s agents or accountants therefor, or summaries of same, including all disks, print-outs, or other digital or analog, written or electronic recording thereof. The Purchased Assets shall not include any permits that are non-transferable. Seller knows of no reason why any permit issued to Seller for use in its business would not be issued to Buyer for use by it after the Closing, assuming only Buyer is qualified to receive same.
Retained Assets. The term "Retained Assets" means:
Retained Assets. Section 2.3