the Books and Records. The Purchased Assets do not include any fixed assets or inventory.
the Books and Records. Subject to the provisions of Section 17.10 hereof,
the Books and Records. (b) Notwithstanding anything herein to the contrary, from and after the Closing, Ciba and each of its Subsidiaries shall retain all their respective right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Hexcel hereunder, and the Acquired Assets shall not include, the following (collectively, the "Excluded Assets"):
the Books and Records. The Transferred Intellectual Property (including the assets identified in clauses (d) through (f) above) shall be subject to any (i) licenses retained by Seller or granted to Seller pursuant to any Acquisition Document, (ii) Contracts with use restrictions or non-exclusive licenses to or with any Person existing on the date hereof granted to or by Seller or its Subsidiaries and (iii) Contracts with use restrictions or non-exclusive licenses to or with any Person entered into by a Seller or its Subsidiaries in the ordinary course of business not in violation of this Agreement prior to the Closing Date. The Transferred Intellectual Property may be further obligated (either prior to the date hereof or in the ordinary course of business between the date hereof and the Closing Date) to be non-exclusively licensed, with or without receipt of payment, as a result of Seller’s or its Subsidiaries’ participation in various Special Interest Groups (SIGs), Standard Definition Organizations (SDOs) and similar organizations which may impose obligations to non-exclusively license the Transferred Intellectual Property to third parties. To the extent that Seller or any of its Subsidiaries is required to ensure that successors with respect to the Transferred Intellectual Property assume such obligations to license, Buyer shall assume such obligations as of the Closing.
the Books and Records. 2.2 The Vendor hereby represents, warrants, covenants and undertakes with the Purchaser as follows:
the Books and Records. 11.1.4.1. AngloGold shall place the WW Purchaser in possession of the originals of all books, documents (including Contracts (WW), engineering manuals, drawings and designs) and records to the extent that it is in possession of same (irrespective of the medium in which such records are stored) which relate to the WW Package; provided that to the extent that AngloGold is required by law to retain any such original AngloGold shall instead be entitled to deliver a true and accurate copy thereof, and to the extent that any such records are kept on computer hardware which is not included within the WW Package, AngloGold shall instead be required to deliver electronic copies thereof (in a format acceptable to the WW Purchaser, acting reasonably) or allow reasonable access to such computer hardware in order to enable the WW Purchaser to make electronic copies thereof. Notwithstanding anything to the contrary contained herein, to the extent that any documents or records also relate to operations other than the Sale Package, then: (a) if such documents or records are material to the Sale Package, such documents or records shall (if AngloGold so requires) be redacted so as to remove all references and information in relation to such other operations, prior to the WW Purchaser being placed in possession of same on the Closing Date or within a reasonable period after the Closing Date; (b) if such documents or records are immaterial to the Sale Package, the WW Purchaser shall not be placed in possession of same; and (c) to the extent that the WW Purchaser receives possession of documents or records which relate to operations other than the Sale Package, the WW Purchaser shall make such documents or records available for collection by AngloGold for a period of 90 (ninety) calendar days following the Closing Date; and
the Books and Records. (I) To the extent assignable, those contracts described in Schedule 1(G).
the Books and Records. 6.3 Subject to the terms of this Agreement, at the Closing, Buyer shall deliver to Seller, against delivery of the documents and instruments referred to in Section 5.2 the following:
the Books and Records. 2.1.5 the Permits related exclusively to the operation of the Business, to the extent assignable;
the Books and Records. The rights under the Transferred Contracts or Transferred Licenses accruing prior to the Effective Time (including any claims for overpayments) are not included in the Purchased Assets.
