Retained Assets Sample Clauses
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Retained Assets. Supernus expressly understands and agrees that the following assets and properties of SLI (the “Retained Assets”) shall be retained by SLI and its Affiliates and not included in the Contributed Assets:
(a) all cash and cash equivalents, including any marketable securities, on hand and in banks and any security deposits in respect of any Retained Asset or Contributed Asset;
(b) insurance policies relating to the Business or the Contributed Assets and all claims, credits, causes of action or rights thereunder;
(c) all Intellectual Property Rights other than the Business Intellectual Property Rights (the “Retained Intellectual Property Rights”), including for the avoidance of doubt but without limiting the foregoing the patents and patent applications, together with all foreign equivalents thereof, and other items set forth on Schedule 2.02 and the SLI Compound Know-How;
(d) the other property and assets of the Retained Business set forth on Schedule 2.02;
(e) all books, records, files and papers, whether in hard copy or computer format (i) used or held for use in the Retained Business or relating to any of the other Retained Assets, including all data, regulatory filings, quality assurance records, processes and manufacturing materials relating to the Compounds, (ii) related to the matters set forth on Schedules 3.07 or 6.01, including all documents and attorney work papers related thereto or (iii) prepared in connection with this Agreement or the transactions contemplated hereby;
(f) all minute books and corporate records of SLI and its Affiliates;
(g) the Pre-Closing Accrued Income and the Pre-Closing Receivables;
(h) all Tax refunds or credits of the Business relating to the Pre-Closing Tax Period, whether received prior to or after the Effective Time; provided that SLI or its Affiliates paid the Tax in respect of such refund or credit;
(i) all rights of SLI arising under this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby;
(j) the Lease Agreement dated November 1, 2002 between ARE Acquisitions, LLC and SLI for the premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and
(k) all prepaid expenses, including ad valorem taxes, leases and rentals (collectively, “Prepaid Expenses”).
Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.
Retained Assets. Anything in Section 1.1 to the contrary notwithstanding, the following assets (collectively, the "Retained Assets") shall be retained by Transferor, and Transferee shall in no way be construed to have acquired (or to be obligated to acquire) any interest whatsoever in any of the following.
Retained Assets. Notwithstanding anything to the contrary set forth in this Agreement, Seller will retain the following assets used by Seller in the conduct of the Business (the “Retained Assets”):
2.2.1 cash, cash equivalents, bank accounts, liquid investments, pre-paid investments and marketable securities;
2.2.2 all of Seller’s Tax Returns, financial statements and books and records relating to Seller’s business that are not solely related to the Transferred Assets or the Business;
2.2.3 all claims and insurance recoveries relating to Seller business that are not related to the Transferred Agreements or the Business;
2.2.4 Seller Benefit Plans and contracts of insurance for employee group medical, dental and life insurance plans;
2.2.5 all insurance policies (except to the extent specified on Schedule 2.2.5);
2.2.6 Seller’s corporate charter and qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation (provided that Purchaser shall be entitled to a copy of any such documentation related to the Transferred Assets);
2.2.7 copies of the corporate charters, qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers, minute books, stock transfer books and other documents relating to the organization, maintenance and existence of the Business prior to the Closing Date;
2.2.8 the name “Wireless Facilities, Inc.” and all related Intellectual Property, including all trademark registrations;
2.2.9 all personnel records and other records that Seller is required by Law to retain in its possession, provided that if such records relate to Transferred Employees, Seller shall provide Purchaser a copy of such records if the Transferred Employee at issue provides written authorization for the transfer of such records in accordance with applicable Law;
2.2.10 any Deposits and Advances related to any Excluded Liability;
2.2.11 all assets related to Seller’s Enterprise Network Services business segment (“ENS Segment”), Wireless Network Services business segment (other than the assets relating to the Business) and Government Network Services business segment (“GNS Segment”) (but excluding any assets listed on Schedules 2.1.1 through 2.1.12), all as described i...
Retained Assets. Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):
(a) All claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such claims after the Closing;
(b) All rights and interest of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time;
(c) All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time, (ii) any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets;
(d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future Laws in respect of “royalty relief” or other similar measures) not otherwise enumerated above, as well as any security or other deposits made prior to the Effective Time, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets;
(e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client privilege;
(f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time;
(g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time;
(h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets (including, for the avoidance of doubt, the claims described in clause (a) of this Section 2.10);
(i) All surface rights not associated with or used or to be used in conjunction with the Assets and which are not covered by the Surface Agreements; and
(j) Fo...
Retained Assets. Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):
(a) Unrestricted Cash;
(b) all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit);
(c) any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort;
(d) Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation;
(e) any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business;
(f) all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by K▇▇▇▇ ▇▇▇▇; and
(g) the assets set forth in Schedule 2.02(g) attached hereto. In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.
Retained Assets. Except as set forth in Section 1.2(a), the Associated Subsidiaries shall retain the real and personal property and other assets of the Associated Subsidiaries or any of their Affiliates (as defined in Section 3.22) that relate primarily to the businesses of the Associated Subsidiaries or any of their Affiliates other than the Business (the "Retained Business") and not primarily related to the Business or that relate primarily to the Retained Liabilities (collectively, the "Retained Assets"), including:
(i) all bank accounts and cash and cash equivalents of the Associated Subsidiaries;
(ii) all rights, claims and credits of the Associated Subsidiaries to the extent relating to any other Retained Asset or any Retained Liability (as defined in Section 1.2(b)), including any such items arising under insurance policies, and all guarantees, warranties, indemnities and similar rights in favor of the Associated Subsidiaries or any of their Affiliates in respect of any other Retained Asset or any Retained Liability;
(iii) [Reserved]
(iv) all rights of the Company and the Associated Subsidiaries and their Affiliates under this Agreement, the Transitional Services Agreement (as defined in Section 5.12 ), the Non-Competition Agreement (as defined in Section 7.4) and the other agreements and instruments executed and delivered in connection with this Agreement;
(v) all documents prepared in connection with the sale of the Business and the Assets to CNCO, exclusive of documents prepared in the ordinary course of business in connection with the operation of the Business;
(vi) all financial and Tax records relating to the Business that form part of the Company's or the Associated Subsidiaries' (or any of their Affiliates') general ledger and all other files, books and records not referred to in Section 1.1(a)(vii) which the Company or the Associated Subsidiaries or any of their respective Affiliates have in their possession; provided that upon reasonable request by CNCO, CNCO shall be provided with copies of the portions of such records that reasonably relate to the Business (other than copies of the Company's consolidated, combined or unitary income Tax returns, provided that copies of back up for such returns may reasonably be requested by CNCO); and
(vii) the Retained Assets described in Exhibit 1.1(b).
Retained Assets. Except for the Purchased Assets, Buyer is not purchasing, and Seller is not selling, contracts other than the Assumed Contracts, Seller’s accounting records and corporate minute books, stock books, corporate seal, or any of the motor vehicles or other items expressly set forth on Schedule 2.3 (collectively, the “Retained Assets”). Accounting records of Seller shall remain the exclusive property of Seller in accordance with this Section, and shall mean any and all books of original entry, including any register or computer tapes, all journals or ledgers, all canceled checks, payroll records, bank or other account statements, including account statements or reports to or from any vendors, suppliers, film companies, or otherwise, including any correspondence relating to same or to any other items designated as an accounting record hereunder, and including all financial statements, records, tax returns, and all work papers or supporting information relating thereto, including all information gathered or compiled by Seller or Seller’s agents or accountants therefor, or summaries of same, including all disks, print-outs, or other digital or analog, written or electronic recording thereof. The Purchased Assets shall not include any permits that are non-transferable. Seller knows of no reason why any permit issued to Seller for use in its business would not be issued to Buyer for use by it after the Closing, assuming only Buyer is qualified to receive same.
Retained Assets. The term "Retained Assets" means:
Retained Assets. 1 Section 1.3