The Assets Sample Clauses

The Assets. At the Closing (as hereinafter defined) the Seller will sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets of the Seller relating to the Business, excluding only those assets delineated in Section 1.3 hereof (all of such assets, property and business to be acquired by the Purchaser are hereinafter collectively referred to as the "Acquired Assets"), upon the terms and subject to the conditions hereinafter set forth. The Acquired Assets shall include, without limitation, the following: (a) all notes, trade and other accounts receivable, royalties, deferred charges, advance payments, prepaid items and rights of offset and credits (other than income tax credits) relating to the Business (the "Accounts"); (b) all property, plant and equipment listed on Schedule 1.1(b), including but not limited to all fee simple, possessory and leasehold interests of the Seller in any and all land, leaseholds, easements, rights of way, licenses, railroad and other use agreements (including, without limitation, rights arising under all options to purchase, or lease, rights of first refusal and the like), certain office computer and telephone equipment, machinery, equipment, tools, motor vehicles, transportation and packing and delivery equipment and supplies, furniture and fixtures (the "Equipment and Supplies"); (c) all computers, peripherals, components and accessories constituting the Seller's inventory associated with the Business, (the "Inventory"); (d) all contracts and contract rights, including but not limited to all contractual and other rights and licenses under outstanding purchase orders, supply agreements, sales orders, agreements pursuant to which the Seller is to be indemnified, permits, leases, joint venture agreements, restrictive covenant agreements running in favor of the Seller, representative agreements, dealer agreements, export agent agreements, consulting agreements, confidentiality agreements, development agreements, assignment agreements and all other contracts (the "Contracts"), all as more particularly described on Schedule 1.1(d) hereof; (e) all customer lists, supplier lists, engineering data, customer records, patents, trade names (including but not limited to the name "Datatrend"), trademarks, all other intellectual property rights and intangible assets associated with the Business ("Intangible Assets");...

The Assets. As used herein, the term “Assets” means all of the Company’s properties and assets, including its right, title and interest in, to and under the following, but, notwithstanding any provision herein to the contrary, excluding the Excluded Assets:

The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes...

The Assets. The Seller owns outright and has good and marketable title (except for leasehold interests specifically set forth on Schedules 3.6 and 3.

The Assets. As used herein, the term “Assets” means all of Grantor’s right, title and interest, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following:

The Assets. Save in relation to the Transferred Intellectual Property Rights, either the Seller or another member of the Seller’s Group has good and valid title to the assets listed in Clause 2.3.1 free and clear of all Encumbrances other than Permitted Encumbrances.

The Assets. Seller has, or will have on the Closing Date, good and marketable title (which includes leasehold title if applicable) to the Assets to be transferred to Buyer on the Closing Date. Please see Exhibit A in regards to Assets to be transferred.

The Assets. At the Closing Date, WM I, on behalf of the Acquired Fund, will have good and marketable title to the Assets of the Acquired Fund to be transferred to the corresponding Acquiring Fund pursuant to Section 1.1(a) and will have full right, power and authority to sell, assign, transfer and deliver such Assets hereunder. At the Closing Date, subject only to the delivery of the Assets and the Stated Liabilities and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title to the Assets of the Acquired Fund, subject to no encumbrances, liens or security interests whatsoever and without any restrictions on their transfer, except as previously disclosed to and accepted by the Acquiring Fund.

The Assets. As used herein, the term “Assets” refers to Sellers’ right, title and interest in and to the following: