Transferred Assets and Excluded Assets Sample Clauses

Transferred Assets and Excluded Assets. (a) The term "Transferred Assets" means all of Ashland's right, title and interest in, to and under the following assets, other than the Excluded Assets (as defined in Section 1.02(b)):

Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real or personal, tangible or intangible, that are owned by Seller or any other member of the Seller Group immediately prior to the Closing and used or held for use primarily in, or arise primarily out of or relate primarily to, the Business or the operation or conduct of the Business (except that, with respect to accounts receivable, Intellectual Property, Technology and Records that are owned by Seller or any other member of the Seller Group, such assets shall constitute Transferred Assets only to the extent specified in clauses (iv), (v), (vi) and (xii) of this Section 1.02(a), as applicable), other than the Excluded Assets, including (in each case, other than the Excluded Assets):

Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind or nature, real or personal, tangible or intangible, that are owned by Seller or any other member of the Seller Group and used or held for use primarily in, or arise primarily out of or relate primarily to, the Business or the operation or conduct of the Business, including the following (in each case, other than the Excluded Assets):

Transferred Assets and Excluded Assets. (a) Immediately prior to the Closing, the Seller and the Company will, and Parent will cause the Parent Designated Affiliates to, execute and deliver the Xxxx of Sale and Assignment Agreement, the Assumption Agreement, the Assignment of Leases, the Cochlear Patent Assignment and the Cochlear Trademark Assignment, pursuant to which the Seller will assign, convey, transfer and deliver, or cause to be assigned, conveyed, transferred and delivered, to the Company, and the Company will acquire and assume, all of the Seller’s and the Parent Designated Affiliates’ right, title and interest, direct or indirect, in, to and under all the Transferred Assets, in each case free and clear of any Encumbrances. The “Transferred Assets” means (x) whether or not listed in clause (y) of this Section 2.02(a), except for Patents, Assigned Names and Marks and Transferred IP Agreements, any and all assets, properties and rights of the Seller and the Parent Designated Affiliates of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, Primarily related to, or Primarily used or held for use in connection with the Transferred Business, whether or not carried or reflected on or specifically referred to in the Seller’s books or financial statements, other than the Excluded Assets plus (y) all of the Seller’s and the Parent Designated Affiliates’ right, title and interest in, to and under the following, other than the Excluded Assets: 12 (i) all the Transferred Contracts; (ii) all the Transferred Intellectual Property; (iii) all the Receivables; (iv) originals of all Books and Records that are associated with or employed by the Seller or the Parent Designated Affiliates solely in the conduct of the Transferred Business and copies of all Books and Records of the Seller that are associated with or employed by the Seller or the Parent Designated Affiliates in the conduct of the Transferred Business, but not solely so; (v) all Personal Property; (vi) all rights in respect of the Leased Real Property; (vii) all sales and promotional literature and other sales-related materials, in each case, Primarily related to, used or held for use in the Transferred Business; (viii) to the extent transferable in accordance with applicable Law, all Permits; (ix) all goodwill, going concern value and other intangible assets of the Sel...

Transferred Assets and Excluded Assets. On the terms and subject to the conditions contained in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller at the "Closing" and on the "Closing Date" (as each is defined in ss. 1.9 below), all of Seller's right, title and interest in and to the following assets and properties used in connection with the operation of the business of Seller as presently conducted at the Facility (except for the "Excluded Assets" described below): (a) equipment, furniture, fixtures, supplies, and other tangible personal property, including but not limited to those described in attached Exhibit 1.1 (c) (the "Transferred Contracts"); (d) patents, trademarks, copyrights, permits, designs, sketches, drawings, specifications, know-how, and other intangible rights (the "Intangible Property"); (e) deposits, reserves and prepaid expenses, to the extent they confer a benefit to and are assignable to Buyer; provided, however, that the amount thereof does not exceed $10,000; if the amount is in excess thereof, Buyer shall pay the amount of such excess (the "Excess Prepayments") to Seller; (f) all of Seller's trade receivables (excluding any non-trade intercompany receivables) as the same may exist at the Closing as set forth on the "Accounts Receivable Schedule" attached as Exhibit 1.1 (f) (the "Receivables"); and (g) all books, records and files of Seller. The assets to be sold to Buyer under this Agreement are referred to as the "Assets" and shall include, but are not limited to, the assets set forth in this ss. 1.1 and the exhibits and schedules referred to in this ss. 1.1. Notwithstanding anything to the contrary contained in this Agreement, the assets described on Exhibit 1.1(x) (the "Excluded Assets") will not be sold to Buyer and all of the Excluded Assets will be retained by Seller.

Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means (i) the Additional Assets and (ii) all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real, personal or mixed, tangible or intangible and wherever situated, that are (A) owned by Seller or any other member of the Seller Group immediately prior to the Closing and (B) used or held for use exclusively in connection with the Business, other than the Excluded Assets. Notwithstanding the foregoing, Transferred Assets includes (in each case, other than the Excluded Assets):

Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the following assets (as they exist (i) at the time of the Global Closing, in the case of the Global Transferred Assets, and (ii) at the time of the China Closing, in the case of the China Transferred Assets), other than (A) the Excluded Assets and (B) as otherwise provided in this Section 1.02(a):

Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means the following assets owned by Seller on the Closing Date, other than the Excluded Assets:

Transferred Assets and Excluded Assets