Included Assets definition
Examples of Included Assets in a sentence
Buyer has received the Included Assets Inventory (Schedule O), including the pre-Closing update and approved the same in writing.
Other than the Assumed Debt, Sellers shall be solely responsible for satisfying and paying in full all tax liabilities, tax liens, penalties, and interest of the Companies and/or Sellers (including, without limitation, approximately US $450,000.00 in outstanding tax obligations), and for paying off and clearing all other liens affecting the Purchased Interests or the Included Assets, prior to or at Closing, except (i) Assumed Debt, (ii) Liens securing the Assumed Debt and (iii) the SMS Payable.
The Included Assets concept is for diligence/transition clarity only and does not convert the transaction into an asset sale.
The Included Assets Inventory, as so updated, shall be subject to Buyer’s reasonable approval, and for purposes of this Agreement the “Included Assets” shall mean the assets set forth on Schedule O, as updated and approved.
The Included Assets Inventory shall be attached to this Agreement as Schedule O “Included Assets Inventory” and shall be updated by Sellers not less than five (5) business days prior to Closing to reflect changes in the ordinary course of business consistent with this Agreement.