Examples of Included Assets in a sentence
The Included Assets shall not include the Excluded Assets set forth in Schedule II to Exhibit C.
There are no material (a) outstanding Judgments relating to the Business, the Included Assets, any Included Liability or any Product or (b) except as set forth in Schedule 3.5, Proceedings pending or, to Seller’s Knowledge, threatened, which relate to the Business, the Included Assets, any Included Liability or any Product.
Seller and its Affiliates are not in Default under any Judgment against Seller or its Affiliates with respect to the Business, the Included Assets, any Included Liability or any Product.
All transfer taxes applicable to the conveyance and transfer from Seller to Buyer of the Included Assets and any other transfer or documentary taxes or any filing or recording fees applicable to such conveyance shall be paid by the party upon whom primary burden for payment is placed by applicable law.
Neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will: (a) result in the creation of, or give any party the right to create, any Encumbrance upon the Included Assets; (b) to its knowledge, conflict with, violate, result in breach of or constitute a default under any judgment, decree, order or process of any court or governmental authority applicable to Seller.