Mixed Assets Sample Clauses

Mixed Assets. In the event that any assets of M4 are used in connection with ReTech and are also used in connection with any other business of M4, then M4 and LMAES will discuss in good faith whether such assets are used primarily in ReTech's business or primarily in such other business of M4 and accordingly whether or not such assets should constitute Acquired Assets or Excluded Assets for purposes of this Agreement. The foregoing sentence shall not apply to any of the Excluded Assets identified in Section 2.2.
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Mixed Assets. In the event the parties determine before or ----- ------ after the Closing that any asset owned or held by Raytheon or another member of the Raytheon Group (other than RECI) is used primarily in, or relates primarily to, the Purchased Business, other than an Excluded RECI Asset, Raytheon will transfer or cause the transfer of such asset to the Buyer as part of the Acquired RECI Assets. In the event the parties determine before the Closing that any asset owned or held by a RECI Subsidiary is used primarily by Raytheon or another Subsidiary of Raytheon (other than RECI or a RECI Subsidiary) and is not material to the Purchased Business, then Raytheon (before the Closing) or the Buyer (after the Closing) will cause the applicable RECI Subsidiary to transfer such asset to RECI as part of the Distributed Assets.
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Mixed Assets. (a) Unless the Parties agree otherwise, any Contract to which the Asset Seller is a party prior to the Closing that inures to the benefit or burden of each of the Business and the Excluded Assets (a “Mixed Contract”) will be separated on or as promptly as practicable after the Closing, so that the Asset Buyer and the Asset Seller will be entitled to the rights and benefits and will assume the related portion of any Liabilities (other than in the case of the Asset Buyer, Excluded Liabilities) inuring to their respective businesses. If any Mixed Contract cannot be so separated, the Asset Seller and Asset Buyer will take such other reasonable and permissible action to cause (i) the Acquired Assets associated with that portion of each Mixed Contract that relates to the Business to be enjoyed by the Asset Buyer; (ii) the Assumed Liabilities related with that portion of each Mixed Contract that relates to the Business to be borne by the Asset Buyer; (iii) the assets associated with the portion of each Mixed Contract that relates to the Excluded Assets to be enjoyed by the Asset Seller; and (iv) the Liabilities (other than Assumed Liabilities) related with that portion of each Mixed Contract that relates to the Excluded Assets to be borne by the Asset Seller.
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Mixed Assets. 17 ARTICLE III
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Mixed Assets. In the event the parties determine before or after ------------ Closing that any asset owned or held by Parent or a Subsidiary thereof (other than Seller) is used primarily in, or relates primarily to, the Business, other than an Excluded Asset (collectively, the "Mixed Assets"), Seller shall cause the Transfer of such asset to Acquiror at or after the Closing, as applicable, as part of the Purchased Assets.
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Related to Mixed Assets

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

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