Assets Not Sold Sample Clauses

Assets Not Sold. The following are expressly excluded from the Purchased Assets:
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Assets Not Sold. If an asset is not described with particularity by Section 1.2, it shall not be deemed to be an Asset that is purchased or sold under this Agreement. Without limiting the generality of the foregoing sentence, the following are expressly excluded from the Assets:
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Assets Not Sold. Notwithstanding anything to the contrary hereinabove, the following assets and properties shall be retained by Seller and shall not be sold or transferred to Purchaser: Accounts and notes receivable, prepaid insurance and other prepaid assets, antiques, personal effects, dealer finance reserves, earned factory rebates, earned credits, manufacturer holdbacks or other allowances or incentives relating to vehicles sold prior to Final Closing, bank deposits and cash. Provided, however, Purchaser, with the assistance of Seller, shall for a period of 180 days following Final Closing use its best efforts to collect Seller's accounts receivable. Purchaser shall collect such accounts receivable as are paid to Purchaser in the normal course of business, without charge to Seller, [ON A MONTHLY BASIS] and shall promptly pay the same over to Seller (whether the payments are received during or subsequent to the 180 day period), but shall act solely as a conduit in doing so and shall have no responsibility to undertake any collection efforts with regard thereto. All payments from the customer shall be applied first to such accounts receivable accruing prior to Final Closing, unless customer expressly directs otherwise.
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Related to Assets Not Sold

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • Assets Not Purchased by Assuming Institution The Assuming Institution does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("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):

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

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

  • 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:

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

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