Division Assets definition
Examples of Division Assets in a sentence
From and after the Closing Date, (a) the Parent and the Seller will promptly forward to Enterprises and the Buyer all mail, including checks, which the Parent or the Seller may receive and which relate to the operation of the Acquired Business, including Division Assets and Assumed Liabilities and (b) the Buyer will promptly forward to the Seller all mail, including checks, which the Buyer may receive and which relate to the Excluded Assets or Excluded Liabilities.
The Division Assets, together with the Excluded Assets, include all of the properties, assets and rights which are used in, or are necessary to carry on the Business as currently conducted.
The Seller and its Affiliates have made available to Purchaser all environmental audits, reports and other material environmental documents relating to their or their predecessors' past or current properties, facilities or operations that constitute part of the Division Assets that are in their possession or under their reasonable control.
Following the Closing Date, Seller shall continue to remit to Purchaser all monies received by Seller or any of its Affiliates in payment for any accounts receivable included in the Division Assets acquired by Purchaser as of the Closing Date pursuant to this Agreement.
Except as set forth in Schedule 7(h), there are no outstanding judgments, orders, consents, agreements or decrees with, of or by any Governmental Entity against Parent or Seller relating to the Acquired Business or the Division Assets; a summary description of each of said judgments, orders, consents, agreements or decrees is included on Schedule 7(h).
The Inventories included in the Division Assets will have been acquired in the ordinary course of business of the Division, will not be damaged and will be saleable in the ordinary course of business of the Acquired Business.
The parties hereto shall allocate the Division Assets Purchase Price in accordance with Schedule 3(c).
Schedule 3.9 identifies each trade name or unregistered Trademark used by the Seller exclusively in connection with the Division Assets.
Schedule 3.10 lists the material Contractual Obligations to which the Seller is a party related to the Division Assets and by which the Acquired Assets may be bound or affected.
Except as set forth on Schedule 7(d)(i), all of the Division Assets are free and clear of any and all claims, liens, encumbrances, security interests, judgments, and charges of every nature whatsoever (collectively, "Liens").