Incidental Assets definition

Incidental Assets has the meaning set forth in the fifth recital to this Agreement.
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Incidental Assets means all assets (other than Business Assets) included in the Most Recent Balance Sheet or the fixed asset ledgers of the Companies or their Subsidiaries. Incidental Assets shall include all such assets existing on the date of this Agreement and on the Closing Date, but shall exclude any such assets (other than for purposes of Exchange Proceeds) which are (x) disposed of between the date hereof and the Closing Date in transactions consistent with the terms hereof or (y) are the subject of a loss, casualty or condemnation between the date hereof and the Closing Date.
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Examples of Incidental Assets in a sentence

  • Sellers and Buyers desire to enter into this Agreement pursuant to which (a) OFS ES agrees to sell to Key, and Key agrees to purchase from OFS ES, the Equity Interests, (b) Sellers agree to sell to Key Texas, and Key Texas agrees to purchase from Sellers, the Incidental Assets, and (c) Key Texas agrees to assume the Assumed Liabilities (as defined below).

  • In accordance with the terms and conditions of the Purchase Agreement, (a) OFS ES will sell to Key, and Key will purchase from OFS ES, the Equity Interests, (b) Sellers will sell to Key Texas, and Key Texas will purchase from Sellers, the Incidental Assets, and (c) Key Texas will assume the Assumed Liabilities.

  • The Company shall not, and shall not permit any Owner to, sell, assign, convey, transfer or otherwise dispose of a Vessel or any other portion of the Collateral, except pursuant to the Security Agreements or a UK Lease and except sales of Incidental Assets.

  • The Business Assets, plus the Incidental Assets, plus the services to be provided and assets to be made available under the Transition Services Agreement, the Supply Agreement and the Trademark Agreement, are sufficient to operate the MHE Business in substantially the same manner as operated prior to the date of this Agreement.

  • Viewed in the aggregate, the Business Assets and the Incidental Assets are in reasonable operating condition (subject to ordinary wear and tear).

  • The purchase price for the Stock and the Incidental Assets (the "Purchase Price") shall be a total purchase price of Six Hundred and Twenty-nine Thousand Four Hundred and Two and No/100 Dollars ($629,402.00) in the aggregate.

  • In the event that there are any other assets identified by the Purchasers used in connection with the hospitality business of the Company (the "Incidental Assets"), HHG agrees to sell, transfer and convey such incidental assets to Purchasers.

  • Pending such Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Velo▇ ▇▇▇ Velo▇ ▇▇▇poration, as applicable, the benefits of use of such Incidental Assets.