Specified Assets of Seller Sample Clauses

Specified Assets of Seller. The "Specified Assets of Seller" means the following Assets (as defined in Section 1.2) owned by Seller and used in or for Seller's Business immediately prior to the Closing, wherever located and whether or not reflected on Seller's books and records (but excluding the Assets specifically excepted below and excluding the Excluded Portfolio (as defined in Section 1.10)):
Sample 1
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Specified Assets of Seller. To the extent that such Assets are capable of being physically delivered, all of the Specified Assets of Seller and all of the Leased Real Property and Tangible Property used in the Seller's Business, including, but not limited to, all applicable keys, access cards and other entry devices.
Sample 1
Specified Assets of Seller. The "Specified Assets of Seller" means all Assets (as defined in Section 1.2) of Seller as of the Effective Date, wherever located and whether or not reflected on Seller's books and records used in or pertaining to Seller's Business, including, but not limited to, the following Assets, but excluding the Excluded Assets (as defined in Section 1.9) and excluding the Assets specifically excepted below: (A) All Software (as defined in Section 1.23) owned by Seller or under development by Seller, but excluding the Maximis Software. (B) All Intangibles (as defined in Section 1.14) owned by Seller or under development by Seller, but excluding all Maximis Intangibles. (C) All of Seller's Accounts Receivable (as defined in Section 1.1) and other current assets including, but not limited to, prepaid expenses, security deposits, rent escrows, and other prepayments, deposits and escrows, but excluding (1) all Cash Assets (as defined in Section 1.3); (2) all prepayments and rights to refunds or credits of any Taxes (as defined in Section 1.25) other than those related to real estate taxes for Seller's leased Real Property to be transferred to Buyer hereunder for the period beginning on the Effective Date; (3) all intercompany receivables and all note receivables from officers, directors and employees of Seller; (4) all prepayments and deposits with respect to Seller's leased Real Property not being transferred to Buyer hereunder; (5) all prepaid premiums and other prepayments and deposits with respect to Seller's Insurance Policies; (6) all prepayments and deposits with respect to Seller's Group Insurance Plans (as defined in Section 2.1.1(F)) and Seller's Retirement Plans (as defined in Section 2.1.1,); and (7) any Accounts Receivable or other current Assets relating to Maximis. (D) All of Seller's Tangible Property (as defined in Section 1.24) excluding Tangible Property relating solely to Maximis and excluding the furniture and fixtures in the leased Real Property not being transferred to Buyer hereunder. (E) All of Seller's Contract Rights (as defined in Section 1.6) under the Specified Contracts (as defined in Section 4.13) and, including without limitation, all rights of Seller with respect to all noncompetition, nondisclosure and other restrictive covenants made for the benefit of Seller or its affiliates in any agreements between Seller and its current and former employees; but excluding Contract Rights under (1) this Agreement and any other Contracts entered i...
Sample 1

Related to Specified Assets of Seller

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • 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.

  • 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”):

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • 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):

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • 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”):

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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