Ancillary Assets Sample Clauses

Ancillary Assets. Ancillary Assets as defined in the Asset Purchase and Assignment Agreement shall mean and include all documents, books and records, instruments, databases, stationery, preprinted forms, programs, records, intangibles, consultants' reports and memoranda, customer, vendor and supplier lists, trade secrets and other proprietary or confidential information, work files and work products necessary for closing out delivery orders, telephone numbers and other assets of Seller, in each case which relate solely or primarily to the Acquired Assets or are used solely or primarily with Acquired Assets or are used solely or primarily in the performance of the EPA Contracts. Ancillary Assets shall not include any EPA Contract Equipment or Excluded Assets. 76 SCHEDULE 3.C SCHEDULE OF ASSUMED LIABILITIES The only liabilities of Sellers that Purchaser shall be obligated to assume are as follows:
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Ancillary Assets. All permits, licenses, equipment warranties, certificates of occupancy, governmental approvals, site plans, surveys, plans and specifications, marketing materials and floor plans in the possession of Seller that specifically and only relate to the Purchased Assets, to the extent transferable (the "Ancillary Assets").
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Ancillary Assets. All of Seller's right, title and interest in and to all permits, licenses (including liquor licenses), certificates of occupancy, governmental approvals, site plans, surveys, plans and specifications, marketing materials and floor plans in the possession of Seller or Shareholder which relate to the Seller's SF Restaurants, the Leased Properties, the Improvements or the Personal Property to the extent transferable (the "Ancillary Assets").
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Ancillary Assets. All permits, licenses, certificates of occupancy, governmental approvals, and marketing materials in the possession of Seller that relate specifically to the Restaurants, the Leased Properties, the Improvements, or the Personal Property, to the extent transferable.
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Ancillary Assets. (a) Except as set forth in Schedule 4.19(a) and except for the transfer to the Purchaser (or its designee(s)) of local product sanitary registration in respect of products sold through the Ancillary Assets, the Ancillary Assets are wholly- owned by the Ancillary Asset Sellers free and clear of all Liens except for Permitted Encumbrances, and there exists no restriction on the transfer of the Ancillary Assets.
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Ancillary Assets. The Ancillary Assets include all material assets (other than working capital) and rights necessary for, and are currently suitable and sufficient in quantity, quality and condition to enable Buyer to do, all of the manufacturing of the Products as contemplated by the Toll Manufacturing Agreement, when used in association with the other Acquired Assets, and by the Transaction Agreements. Buyer understands that for being fully operational as contemplated by the Transaction Agreements, the transition project as described in the Technical Services Agreement must have been implemented, which will only happen subsequent to Closing. Nevertheless, as of the Closing Date, the status of the transition project will be such that Buyer is in a position to timely do toll manufacturing without any extraordinary efforts, cost or liability to any person.
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Ancillary Assets. (a) In connection with the continuation of services to be provided pursuant to the Employee Matters Agreement, each of the Contributing Parties agrees that it will assign and transfer, or cause OTNA or its other affiliates to assign and transfer, to Oiltanking or another entity specified by Enterprise, any and all company vehicles, laptops, desktops, printers, mobile devices and other office assets (the “Devices”) (to the extent owned by the Contributing Parties, OTNA or other affiliates controlled by the Contributing Parties) that are used primarily by any Eligible Employee in rendering the continuation services who becomes an employee of EPCO in accordance with the Employee Matters Agreement; provided, however, that Devices shall not include material office infrastructure such as networking devices and other equipment that are used by Eligible Employees or other employees of OTNA and its affiliates for shared services.
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Ancillary Assets. 9.1. GFLMS ANCILLARY ASSETS SA SERVICE DIVISION
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Ancillary Assets. All right, title and interest in and to all permits, licenses (including liquor licenses), certificates of occupancy, governmental approvals, site plans, surveys, plans and specifications, marketing materials and floor plans which relate to the Restaurants, the Leased Properties, the Improvements or the Personal Property to the extent transferable (the "Ancillary Assets").
Sample 1

Related to Ancillary 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):

  • Ancillary Agreement Any written agreement of the Lessee to which the Lessor is a party or to which the Lessor has consented in writing entered into on or prior to the Delivery Date or any date thereafter in connection with the transactions contemplated by the Operative Agreements, as such agreement may be amended and supplemented from time to time with the consent of the Lessor and delivered to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Subordination Agent, each Liquidity Provider and the Owner Participant. Ancillary Agreement I. The Ancillary Agreement I (Federal Express Corporation Trust No. N676FE), dated the Delivery Date, among the Lessee, the Owner Trustee, not in its individual capacity, but solely as Owner Trustee, the Owner Participant and the Indenture Trustee not in its individual capacity, but solely as Indenture Trustee, as originally executed or as amended, modified or supplemented with the consent of all the parties thereto.

  • 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”):

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • 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:

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Ancillary Documents The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • 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:

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