Transferred Assets and Excluded Assets. (a) The term “
Transferred Assets and Excluded Assets. (a) The term "Transferred Assets" means all of Ashland's right, title and interest in, to and under the following assets, other than the Excluded Assets (as defined in Section 1.02(b)):
Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the following assets as they exist at the time of Closing:
Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “
Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real or personal, tangible or intangible, that are owned by Seller or any other member of the Seller Group immediately prior to the Closing and used or held for use primarily in, or arise primarily out of or relate primarily to, the Business or the operation or conduct of the Business (except that, with respect to accounts receivable, Intellectual Property, Technology and Records that are owned by Seller or any other member of the Seller Group, such assets shall constitute Transferred Assets only to the extent specified in clauses (iv), (v), (vi) and (xii) of this Section 1.02(a), as applicable), other than the Excluded Assets, including (in each case, other than the Excluded Assets):
Transferred Assets and Excluded Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller shall sell, assign, transfer, convey and deliver to Purchaser and the Purchaser Parties, and Purchaser agrees to, and agrees to cause the Purchaser Parties to, purchase, acquire and accept from Seller, all of Seller’s right, title and interest in, to and under the following property, rights, contracts, claims and assets as they exist at the time of Closing (collectively, the Transferred Assets):
Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the following assets (as they exist (i) at the time of the Global Closing, in the case of the Global Transferred Assets, and (ii) at the time of the China Closing, in the case of the China Transferred Assets), other than (A) the Excluded Assets and (B) as otherwise provided in this Section 1.02(a):
Transferred Assets and Excluded Assets. (a) Immediately prior to the Closing, the Seller and the Company will, and Parent will cause the Parent Designated Affiliates to, execute and deliver the Xxxx of Sale and Assignment Agreement, the Assumption Agreement, the Assignment of Leases, the Cochlear Patent Assignment and the Cochlear Trademark Assignment, pursuant to which the Seller will assign, convey, transfer and deliver, or cause to be assigned, conveyed, transferred and delivered, to the Company, and the Company will acquire and assume, all of the Seller’s and the Parent Designated Affiliates’ right, title and interest, direct or indirect, in, to and under all the Transferred Assets, in each case free and clear of any Encumbrances. The “
Transferred Assets and Excluded Assets. On the terms and subject to the conditions contained in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller at the "Closing" and on the "Closing Date" (as each is defined in ss. 1.9 below), all of Seller's right, title and interest in and to the following assets and properties used in connection with the operation of the business of Seller as presently conducted at the Facility (except for the "Excluded Assets" described below): (a) equipment, furniture, fixtures, supplies, and other tangible personal property, including but not limited to those described in attached Exhibit 1.1(a)
Transferred Assets and Excluded Assets
