Acquired and Excluded Assets Sample Clauses

Acquired and Excluded Assets. (a) Subject to the terms and conditions set forth herein, at the Closing, the Seller Parties shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens other than Permitted Liens, and Purchaser shall purchase and accept from the Seller Parties, free and clear of all Liens other than Permitted Liens, all of such Seller Parties' right, title and interest in and to all of the Seller Parties' assets and properties (including the assets and properties listed in Schedule 2.1(a)(1) and the Assigned Contracts and Leases set forth in Schedule 2.1(b)), wherever located, whether real, personal or mixed, and whether a Tangible Property or Intangible Property (the "Acquired Assets"), other than the assets and properties listed on Schedule 2.1(a)(2) (the "Excluded Assets"). The Parties expressly agree and understand that the Seller Parties shall not sell, assign, transfer, convey or deliver to Purchaser any of the Excluded Assets. (b) Schedule 2.1(b) sets forth a list of Contracts that Purchaser wishes to assume and the applicable Seller Party wishes to assign to Purchaser at Closing ("Assigned Contracts and Leases"); provided, however, Purchaser may add or remove Contracts (other than the (i) KERP Letters, (ii) 2 <PAGE> agreements described in items 4 and 5 of Section 5.5(d) of the Seller Disclosure Letter, (iii) NEX Lease, (iv) RMA Holdings Guaranty and (v) Xxxxxxxxxx Agreement, none of which can be removed) from the list of Assigned Contracts and Leases on Schedule 2.1(b) until a date which is the earlier of (A) three (3) days before the date of the Auction or (B) five (5) days before the date of the hearing to consider the Sale Order ("Contract Commitment Date"). (c) If after the Contract Commitment Date, but prior to the Closing, any Party becomes aware of any Contract that is not an Assigned Contract and Lease and does not appear on the list of Other Contracts (an "Undisclosed Contract"), the discovering Party shall within two (2) Business Days notify the other Parties of such Undisclosed Contract, and Purchaser may elect, no later than two (2) Business Days prior to the Closing, to include such Undisclosed Contract as an Assigned Contract and Lease. Notwithstanding the foregoing, and subject to the Bankruptcy Code, if any Undisclosed Contract is entered into after the date of the Bidding Procedures Order and such Undisclosed Contract contains language allowing the applicable Seller Party to assign the contract to Purchaser, then su...
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Acquired and Excluded Assets. (a) Except as set forth below or in Section 1.2(b), the term “
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Acquired and Excluded Assets. Subject to the terms and conditions ---------------------------- herein set forth, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, free and clear of all Liens (other than Liens created after the Closing Date by or against Purchaser), and Purchaser shall purchase and accept from Seller, free and clear of all Liens (other than Liens created after the Closing Date by or against Purchaser), good, valid and marketable title to and under the Acquired Assets, wherever located, whether real, personal or mixed, tangible or intangible, as the same shall exist on the Closing Date. All other assets and properties of Seller, including the assets and properties listed on Schedule2.1 shall be referred to herein as the "Excluded Assets." The ----------- --------------- Parties expressly agree and understand that Seller shall not sell, assign, transfer, convey, or deliver to Purchaser any of the Excluded Assets.
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Acquired and Excluded Assets. (a) Subject to the terms and conditions set forth herein, at the Closing, the Seller Parties shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens other than Permitted Liens, and Purchaser shall purchase and accept from the Seller Parties, free and clear of all Liens other than Permitted Liens, all of such Seller Parties' right, title and interest in and to all of the Seller Parties' assets and properties (including the assets and properties listed in Schedule 2.1(a)(1) and the Assigned Contracts and Leases set forth in Schedule 2.1(b)), wherever located, whether real, personal or mixed, and whether a Tangible Property or Intangible Property (the "Acquired Assets"), other than the assets and properties listed on Schedule 2.1(a)(2) (the "Excluded Assets"). The Parties expressly agree and understand that the Seller Parties shall not sell, assign, transfer, convey or deliver to Purchaser any of the Excluded Assets.
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Acquired and Excluded Assets. On the terms and conditions set forth in this Agreement, at the closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Acquired Assets. Notwithstanding the foregoing, Seller shall not be obligated to sell, and Buyer shall not be obligated to purchase or acquire from Seller, the Excluded Assets.
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Acquired and Excluded Assets 
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Related to Acquired and Excluded Assets

  • Assumed and Excluded Liabilities (a) The “

  • 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:

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

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Certain After-Acquired Collateral Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property, Investment Property or Letter-of-Credit Rights and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

  • Other Excluded Assets All of Seller’s right, title and interest in and to all of its other assets (except for the Acquired Assets).

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

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